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, 1998
                               -----------------

[ ]  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

                                  Unicom, Inc.
                                  -----------
          (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, 1998 - $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.

     April 14, 1999 - $6,513. There are approximately 6,512,880 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:

                                 April 30, 1998
                                   21,600,000

                       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.

     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.

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.
----------

      Because the Company is not presently  engaged in any substantial  business
operations,  management does not believe that computer problems  associated with
the  change  of year to the year  2000  will  have any  material  effect  on its
operations.  However,  the possibility exists that the Company may merge with or
acquire a business that will be negatively  affected by the "year 2000" problem.
The  effect of such  problem or 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.
         ----------------------------------------------------

     No matter was submitted to a vote of the Company's  security holders during
the fourth quarter of the calendar year covered by this Report or during the two
previous  calendar years.  Further,  there have been no meetings of stockholders
since the Company's bankruptcy in 1993.

                                     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 intends to submit 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   7,500,000                $7,500

</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, 1998, 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,  1998,  the  Company's  had no  assets.  See the Index to
Financial Statements, Item 7 of this Report.

     During the calendar  year ended  December  31, 1998,  the Company had a net
loss of $1,913.  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, 1998 and 1997, an  unaffiliated
shareholder and consultant paid general and administrative expenses on behalf of
the Company totaling $1,913 and $2,541,  respectively.  The unsecured loan bears
no interest and is due on demand.

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

          Financial Statements for the years ended
          December 31, 1998 and 1997

          Independent Auditors' Report

          Balance Sheets - December 31, 1998

          Statements of Operations for the years ended
          December 31, 1998 and 1997

          Statements of Stockholders' Equity for the
          years ended December 31, 1998 and 1997

          Statements of Cash Flows for the years ended
          December 31, 1998 and 1997

          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 Current 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           *

Stacie H. Jenson      Secretary        7/96           10/98
                      Treasurer        7/96           10/98
                      Director         7/96           10/98

</TABLE>
     * These persons presently serve in the capacities indicated.

Business Experience.
--------------------

     Travis T. Jenson. President and Director. Mr. Jenson is 26 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. 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,        12/31/98    0     0     0     0      0     0   0
President,     12/31/97    0     0     0     0      0     0   0
Director       12/31/96    0     0     0     0      0     0   0


James P.
Doolin         12/31/98    0     0     0     0      0     0   0
Secretary/     12/31/97    0     0     0     0      0     0   0
Treasurer,     12/31/96    0     0     0     0      0     0   0
Director

William "Bill" 12/31/98    0     0     0     0      0     0   0
Hollingsworth, 12/31/97    0     0     0     0      0     0   0
Vice President 12/31/96    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>

     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, 1998,  1997, or 1996, 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.

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 21,600,000 shares of
common stock being outstanding.

<TABLE>
<CAPTION>

                            Number of Shares           Percentage
Name and Address           Beneficially Owned           of Class (1)
----------------           ------------------           --------
<S>                          <C>                       <C>
Berliner Holdings, Ltd.       4,000,000*                 18.5%
co/FOI LTD.
23 Fraser Avenue
Toronto, Ontario CANADA
M6K1Y7

Jenson Services, Inc.         8,500,275                  39.4%
5525 S. 900 E. #110
Salt Lake City, UT
84117

Unicom Financial              2,000,000**                 9.3%
(Canada) Ltd.
405 The West Mall, Suite 700
Etobicoke, Ontario  CANADA
M9C5JI

H Claus Voellmecke            1,500,000                   6.9%
FOI LTD.
23 Fraser Avenue
Toronto,Ontario
M6K1Y7
                              -------                     ----
                             16,000,275                   74.1%

     *Mr H Claus  Voellmecke may be deemed to be the  beneficial  owner of these
shares due to his  affiliation  with  Berliner  Holdings,  Inc. Mr Voellmecke is
President of Berliner Holdings, Inc.

     **H Claus  Voellmecke  may be deemed  to be the  beneficial  owner of these
shares due to his affiliation with Unicom Financial (Canada) Ltd. Mr. Voellmecke
is President of Unicom Financial (Canada) Ltd.
</TABLE>

<PAGE>


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               4,500                 0%
5525 S. 900 E. #110
Salt Lake City, Utah
84117

James P. Doolin                    0                 0%
4803 S. 1110 E.
Salt Lake City, Utah
84117

William Hollingsworth              0                 0%
192 North 1st West
Preston, ID  83263
                              -------              ------
All directors and
executive officers             4,500                 0%
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 caption
"Sales of 'Unregistered' and 'Restricted'  Securities Over the Past Three Years"
of Item I.

<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>
 3.1                Initial Articles of Incorporation,
                    as filed June 23, 1983

 3.2                Articles of Amendment to the
                    Articles of Incorporation, as filed on
                    September 28, 1989

 3.3                Certificate of Merger of Camaron Resources, Inc., with and
                    into Unicom, Inc. as filed on October 3, 1989

 3.4                By-Laws

 27                 Financial Data Schedule
</TABLE>

DOCUMENTS INCORPORATED BY REFERENCE

     Form 8  Registration  Statement  filed  with the  Securities  and  Exchange
Commission on or about May 2, 1990.

     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.

     *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: 5-20-99                          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:  5-20-99                          By/S/Travis T. Jenson
                                        Travis T. Jenson
                                        President and Director



Date:  5-20-99                          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, 1998

                     [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, 1998 . . . . . . . . . .  2


      Statements of Operations for the years ended
      December 31, 1998 and December 31, 1997, and
      for the Period From Date of Bankruptcy
      [April 30, 1993] to December 31, 1998 . . . . . . . .  3


      Statements of Stockholders' Deficit for the
      years ended December 31, 1998 and December 31,
      1997, and for the Period From Date of Bankruptcy
      [April 30, 1993] to December 31, 1998 . . . . . . . .  4


      Statements of Cash Flows for the years ended
      December 31, 1998 and December 31, 1997, and
      for the Period From Date of Bankruptcy
      [April 30, 1993] to December 31, 1998 . . . . . . . .  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, 1998, and
the related statements of operations,  stockholders' deficit, and cash flows for
the years ended December 31, 1998 and December 31, 1997, and for the period from
date of  bankruptcy  [April 30,  1993] to December  31,  1998.  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, 1998, and the results of their  operations and
their cash flows for the years ended  December  31, 1998 and  December 31, 1997,
and for the period from date of  bankruptcy  [April 30,  1993] to  December  31,
1998, 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 & ASSOCIATES
                                          ------------------------------------
                                          MANTYLA, McREYNOLDS & ASSOCIATES
Salt Lake City, Utah
January 29, 1999
<PAGE>
<TABLE>

<CAPTION>


                                 Unistone, Inc.
                         [A Development Stage Company]
                                 Balance Sheet
                                    Formerly
                                  Unicom, Inc.
                               December 31, 1998


                                    ASSETS
<S>                                                         <C>        <C>
Assets ...................................................  $         -0-
                                                            -------------

                  Total Assets ...........................  $         -0-
                                                            =============


                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities
 Current Liabilities
 Shareholder Loan - Note 5 ...............................   $      4,435
                                                             ------------
      Total Current Liabilities ..........................          4,435
                                                             ------------

            Total Liabilities ............................          4,435

Stockholders' Deficit:
      Common stock, $.001 par value; 50,000,000
       shares authorized; 21,600,000 shares issued
       and outstanding ...................................         21,600
      Additional paid in capital .........................     38,577,531
      Accumulated deficit prior to bankruptcy - Note 4        (38,591,631)
      Deficit accumulated during development stage                (11,935)
                                                              -----------

            Total Stockholders' Deficit ..................         (4,435)
                                                              -----------
                  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, 1998 and December 31, 1997,
and for the Period From Date of Bankruptcy [April 30, 1993] to December 31, 1998




                                                         04/30/93
                                                            to
                               1998          1997        12/31/98
                               ----          ----        --------

<S>                          <C>        <C>       <C>
Revenue:
  Revenues from operations ..   -0-           -0-          -0-
                              ------       -------       -------
      Total Revenue .........   -0-           -0-          -0-

General and Administrative
 Expenses ...................  1,510         2,451        11,532
                              ------       -------       -------
      Net Income Before Taxes (1,510)       (2,451)      (11,532)

      Income taxes ..........    403          -0-            403
                              ------        -------       -------
      Net loss ..............$(1,913)      $(2,451)    $ (11,935)
                              =======       =======      ========

Loss per share ..............$  (.01)      $  (.01)    $    (.01)
                              =======        ======       =======
Weighted Average
 Shares Outstanding        21,600,000   21,600,000    18,600,000
                           ==========   ==========    ==========
</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, 1998 and December 31, 1997
and for the Period From Date of Bankruptcy [April 30, 1993] to December 31, 1998


                                                               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)
                                   ==========     =======   =============  =============       ========
</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, 1998 and December 31, 1997
and for the Period From Date of Bankruptcy [April 30, 1993] to December 31, 1998



                                                                                04/30/93
                                                                                   to
                                                      1998         1997         12/31/98

<S>                                               <C>            <C>            <C>
Cash Flows Used for
  Operating Activities:
Net Loss .......................................   $ (1,913)      (2,451)       $(11,935)
Increase in payable to
 Shareholder ...................................      1,913        2,451           4,435
                                                  ----------     --------       ---------
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-         7,500           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 .........................................   $   403     $    -0-     $        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, 1998


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.  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,
               1998  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, 1998.

<PAGE>

                                 Unistone, Inc.
                                    Formerly
                                  Unicom, Inc.
                          [A Development Stage Company]
                        Notes to Financial Statements
                              December 31, 1998


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, 1998
               amounting to  $38,603,566  (11,935 from date of  bankruptcy - See
               Note 4) and has no  assets at  December  31,  1998,  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,
               1998 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.
<PAGE>


                                 Unistone, Inc.
                                    Formerly
                                  Unicom, Inc.
                          [A Development Stage Company]
                        Notes to Financial Statements
                              December 31, 1998


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 $2,451 during the year ended  December 31, 1997 and $71
               during the year ended December 31, 1996. The Company has recorded
               a liability for these expenses to the stockholder.  The unsecured
               loan bears no interest and is due on demand.


                                            9

<PAGE>


                            ARTICLES OF INCORPORATION

                                       OF

                             CAMARON RESOURCES, INC.


     The  undersigned  natural  persons of the age of  twenty-one  (21) or more,
acting as  incorporators  under the provisions of the Utah Business  Corporation
Act  (hereinafter  referred  to as the "Act")  adopt the  following  Articles of
Incorporation:

                                    ARTICLE I

                                      NAME

             The name of the Corporation is Camaron Resources, Inc.

                                   ARTICLE II

                                    DURATION
              The duration of this corporation shall be perpetual.
                                   ARTICLE III

                               PURPOSES AND POWERS

     The  Corporation is organized and authorized to pursue all lawfull  purpose
or purposes including, but not limited to (1) Locate, acquire, develop, explore,
drill,  lease,  trade or sell,  produce from,  invest in and otherwise  deal and
mineral and oil and gas  properties  and products  for profit,  alone or jointly
with  or by  arrangement  with  other  entities,  (2)  Deal  and  invest  in the
securities of other public & private  corporations for profit,  including mining
entities,  (3)  Buy,  sell,  hold  and  deal  in  non-mineral  real  properties,
particularly  undeveloped  acreage,  and to improve and  develop  the same,  (4)
Engage in any and all other lawful business endeavor.

     This  Corporation  shall further have all powers specified in Sections Four
and Five of the Act (UCA Sections 16-10-4,5).
<PAGE>
                                   ARTICLE IV
                                  CAPITAL STOCK

     The  aggregate  number of shares  which  this  Corporation  shall  have the
authority to issue is 50,000,000 shares all of which shall be one mill par value
(.001)  and  all  of  which  shall  be  designated  "common  stock".  ARTICLE  V
COMMENCEMENT  OF BUSINESS The  corporation  will not commence  business until at
least $1,000.000 has been received as consideration  for the issuance of shares.
ARTICLE  VI  PREEMPTIVE  RIGHTS No  shareholder  shall have  preemptive  rights.
ARTICLE VII OFFICE AND AGENT

     The address of the corporation's initial registered office is as follows:

                             610 East 4055 South
                             Salt Lake City, Utah 84107

     The name of the Corporation's  initial  registered agent at The name of the
Corporation's initial registered agent at the address is as follows:

                                  Lawrence Posselli

                                    ARTICLE VIII
                                  BOARD OF DIRECTORS

     The  management of the affairs,  property and interests of the  Corporation
shall  be  vested  in  a  Board  of  Directors.  (a)  The  number  of  directors
constituting the initial board shall be Three (3) in number, provided,  however,
that the number of directors  may be changed from time to time by a provision of
the  by-laws,  but in no event shall the number of  directors be less than three
(3) nor more than ten (10).  (b) The following  shall be the names and addresses
of the persons who are to serve as directors  until the first annual  meeting of
the shareholders, or until their successors shall be elected and qualified:

          Lawrence Posselli                   610 East 4055 South
                                              Salt Lake City, Utah  84107

          Gavin Griggs Clawson                1323 Rainsborough Road
                                              Holladay, Utah 84121

          Anthony J. Fratto                   611 East 4075 South
                                              Salt Lake City, Utah 84107

                                          ARTICLE IX
                                     INTERNAL MANAGEMENT

     MEETINGS.  Meetings of the  shareholders of this Corporation may be held at
such  place  within or  without  the State of Utah,  as may be  provided  in the
by-laws.  The meetings of the Board of Directors of the corporation,  regular or
special, may be held either within or without the State of Utah.

     BY-LAWS.  By-laws  of the  Corporation  shall be  adopted  by its  Board of
Directors.  The by-laws may be altered, amended or repealed from time to time by
majority vote of the Board of Directors.  The by- laws may contain any provision
for  the  regulation  and  management  of the  affairs  of the  Corporation  not
inconsistent  with  the  laws  of  the  State  of  Utah  or  these  Articles  of
Incorporation.

                                    ARTICLE X
                                  INCORPORATORS

        The names and addresses of the incorporators are as follows:

             Lawrence Posselli                   610 East 4055 South
                                                 Salt Lake City, Utah 84107

             Gavin Griggs Clawson                1323 Rainsborough Road
                                                 Holladay, Utah 84121

             Anthony J. Fratto                   611 East 4075 South
                                                 Salt Lake City, Utah 84107
<PAGE>
                                   ARTICLE XI
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The  corporation  shall  indemnify any and all persons who may serve at any
time as directors or officers or who at the request of the Board of Directors of
Corporation  may serve or at any time have  served as  directors  or officers of
another  corporation  in which the  corporation  at such  time  owned or may own
shares or stock or of which it was or may be a  creditor,  and their  respective
heirs, administrators,  successors, and assignees, against any and all expenses,
including  amount  paid  upon  judgments,  counsel  fees  and  amounts  paid  in
settlement  (before  or  after  suit is  commenced),  actually  and  necessarily
incurred by such persons in  connection  with the defense or  settlement  of any
claim,  action,  suit or  proceeding,  in  which  they,  or any of them are made
parties,  or a party,  or which may be asserted  against them or any of them, by
reason of being or having been directors or officers or a director or officer of
the Corporation, or such other corporation,  except in relation to matters as to
which any such director or officer or former director or officer or person shall
be adjudge in any action, suit or proceeding to be liable for his own negligence
or misconduct in the performance of his duty. Such  indemnification  shall be in
addition to any other rights to which those  indemnified  may be entitled  under
any law, by-law, agreement, vote of stockholders, or otherwise.

                                   ARTICLE XII
                           STOCK TRANSFER RESTRICTIONS

     The  stockholders  of the  Corporation  among  themselves  and/or  with the
Corporation,  may, from time to time,  unanimously enter into such agreements as
may seem  expedient  to them  relating  to  shares  of stock  held by them,  and
limiting the  transferability  thereof either through the by-laws or by separate
agreements,  and  thereafter  any transfer of shares shall be made in accordance
with the terms of such agreements.

                                  ARTICLE XIII
                                    CONTRACTS

     No  contract  or  transaction  entered  into by the  Corporation  shall  be
affected by the fact that any director,  officer, employee or stockholder of the
Corporation  may in any way be interested in or connected with any party to such
contract or transaction provided,  that this interest be first disclosed or have
been known to the Board of Directors  or by a majority of such  members  thereof
and that the contract or  transaction  be approved by a majority of the director
or  stockholders  present at the meeting where such contract or  transaction  is
authorized or confirmed;  nor shall any director or stockholder be incapacitated
from having his vote be counted in  determining  the  existence of the quorum at
any meeting of the board of Directors or stockholders  which shall authorize any
such contract or transaction and any interested director or stockholder may vote
threat to authorize any such contract or transaction.

<PAGE>

     IN WITNESS WHEREOF, the undersigned,  being the incorporators execute these
Articles of  Incorporation  and certify to the truth of the facts herein  stated
this 23rd day of June, 1983.

                                   By/S/ Lawrence Posselli
                                   LAWRENCE POSSELLI

                                   By/S/ Gavin Griggs Clawson
                                   GAVIN GRIGGS CLAWSON


STATE OF UTAH
                      SS.
COUNTY OF SALT LAKE

     We, the undersigned,  being first duly sworn on oath,  depose and say: That
we are the  incorporators  herinbefore  named;  that we have read the  foregoing
Articles of  Incorporation  and know the contents  thereof and that the same are
true of our own knowledge, except as to matters, therein stated upon information
and belief, and as to those, we believe them to be true.

                                    By/S/Lawrence Posselli
                                    LAWRENCE POSSELLI

                                    By/S/Gavin Griggs Clawson
                                    GAVIN GRIGGS CLAWSON

                                    By/S/Anthony J. Fratto
                                    ANTHONY J. FRATTO


     Subscribed and sworn to by Lawrence  Posselli,  Gavin Griggs  Clawson,  and
Anthony J.  Fratto,  before me this 23RD day of June,  1983.  By/S/Davis  Church
Notary Public Residing in Salt Lake City, UT My Commission Expires:

<PAGE>

                              ARTICLES OF AMENDMENT

                       TO THE ARTICLES OF INCORPORATION OF

                             CAMARON RESOURCES, INC.


     Pursuant  to the  provisions  of  Section  16-10-57  of the  Utah  Business
Corporation  Act,  the  undersigned  corporation  hereby  adopts  the  following
Articles of Amendment to its Articles of Incorporation.

     FIRST: The name of the corporation is CAMARON RESOURCES, INC.

     SECOND:  The  following  amendments  to the  Articles of  Incorporation  of
Camaron Resources, Inc. were duly adopted by the stockholders of the corporation
at a meeting held  September  25,  1989,  in the manner  prescribed  by the Utah
Business Corporation Act, to-wit:

          See Paragraph Seventh herein.

     THIRD:  The number of shares of the corporation  outstanding at the time of
the adoption of such amendments was 28,323,254,  and the number entitled to vote
thereon was 3,718,000.

     FOURTH:  The  designation  and number of  outstanding  shares of each class
entitled to vote thereon as a class were as follows, to-wit:

              CLASS                                NUMBER OF SHARES

              Common                               3,718,000

     FIFTH:  The number of shares voted for such amendments was 1,844,000,  with
none opposing and none abstaining.

     SIXTH:  Except as provided in Paragraph Seventh below,  these amendments do
not provide for any exchange, reclassification or cancellation of issued shares.

     SEVENTH:  These  amendments do effect a change in the stated capital of the
corporation.  Pursuant  to  resolutions  adopted  by  tile  stockholders  of the
corporation at a meeting held  September 25, 1989, the 20,823,254  shares issued
pursuant to a  Contribution  and  Exchange  Agreement  entered  into between the
Company  and  stockholders  of  MEC  Oil  Corporation  were  cancelled,  leaving
7,500,000   one  mill  ($0.001)  par  value  common  voting  shares  issued  and
outstanding  which were reverse split on a basis of eight-tenths for one (.8 for
1),  retaining  the par value at one mill ($0.001) per share,  with  appropriate
adjustments  being made in the  additional  paid in capital  and stated  capital
accounts of the corporation, and resulting in a total of 6,000,000 shares of one
mill ($0.001) par value common voting stock being issued and outstanding.

     IN WITNESS WHEREOF,  the undersigned  President and Secretary,  having been
thereunto duly authorized have executed the foregoing  Articles of Amendment for
the  corporation  under the  penalties of perjury as of this 28 day of September
1989.

                                                   CAMARON RESOURCES, INC.

                                                   By /S/ Jannette Nikas
                                                   Jannette Nikas, President


Attest:

/S/ SHERYL ROSS
Sheryl Ross, Secretary


<PAGE>

                            CERTIFICATE OF MERGER OF
                             CAMARON RESOURCES, INC.
                              (a Utah corporation)
                                  WITH AND INTO
                                  UNICOM, INC.
                            (a Delaware corporation)


     Pursuant to Section 252 (e) of the General Corporation Law


     Camaron Resources,Inc., a corporation formed under the laws of the State of
Utah,  desiring to merge with Unicom,  Inc., a corporation formed under the laws
of the State of Delaware,  pursuant to the  provisions of Section  252(c) of the
General  Corporation  Law of the  State of  Delaware,  DOES  HEREBY  CERTIFY  as
follows:

     FIRST:  That the names  and  states of  incorporation  of each  constituent
corporation are;

NAME                                        STATE OF INCORPORATION

Camaron Resources, Inc.                      Utah

Unicom, Inc.                                 Delaware

     SECOND:  That a Plan of  Merger  has  been  approved,  adopted,  certified,
executed and  acknowledged  by each  constituent  corporation in accordance with
Section 252(c) of the General Corporation Law of the State of Delaware.

     THIRD:  That the name of the Surviving  Corporation  is Unicom,  Inc.,  the
Delaware corporation.

     FOURTH:  That the Certificate of Incorporation of Unicom, Inc. the Delaware
corporation, as now in force and effect, shall continue to be the Certificate of
Incorporation of the Surviving Corporation until amended and changed pursuant to
the provisions of the General Corporation Law of the State of Delaware,

     FIFTH:  That an  executed  copy of the  Plan  of  Merger  is on file at the
registered office of the Surviving  Corporation,  229 South State Street, Dover,
County of Kent,  Delaware 19901,  and at the office of Jeffrey E. Levine,  Esq.,
825 Third Avenue, New York, New York 10022-7574,  and that a copy of the Plan of
Merger will be furnished by the  Surviving  Corporation,  on request and without
cost, to any stockholder of any constituent corporation.

     SIXTH: The Surviving  Corporation agrees that it may be served with process
in the State of Utah, in any proceeding for enforcement of any obligation of any
constituent  corporation of the State of Utah, as well as for the enforcement of
any  obligation of the Surviving  Corporation or resulting  corporation  arising
from the merger,  including any suit or other proceeding to enforce the right of
any  stockholders  as  determined  in  appraisal  proceedings  pursuant  to  the
provisions of the applicable  laws of the State of Utah, and hereby  irrevocably
appoints  the  Secretary  of State of Utah as its  agent to  accept  service  of
process in any suit or other proceeding. The address to which a copy of any such
process  shall be mailed by the  Secretary  of State is: c/o Jeffrey E.  Levine,
Esq., 825 Third Avenue, New 'York, Now York 10022-7574.

     IN WITNESS WEREOF,  said Camaron Resources,  Inc., a Utah corporation,  and
Unicom,  Inc.,  a Delaware  corporation,  have  caused  this  Certificate  to be
executed by its  officers  thereunto  duly  authorized  this 2nd day of October,
1989.

                                                   CAMARON RESOURCES, INC.
                                                   (a Utah corporation)


                                                    UNICOM, INC.
                                                    (a Delaware corporation)

<PAGE>
                                     BY-LAWS

                                       OF

                                  UNICOM, INC.
                        FORMERLY CAMERON RESOURCES, INC.

                                   ARTICLE I.
                                     OFFICES

     The principal  office of the  corporation in the State of New York shall be
located in New York City, New York County.  Branch or subordiante offices may at
any time be  established by the Board of Directors at any place or places as the
corporation is qualified to do business.

     The  registered   office  of  the  corporation   required  by  the  General
Corporation  Law of the State of Delaware is maintained in the State of Delaware
at 32  Loockerman  Square,  Suite L-100,  Dover,  Delaware  19901.  The Board of
Directors is hereby  granted  full power and  authority to change the address of
the registered office from one location to another in the State of Delaware.

                                   ARTICLE II.
                                  SHAREHOLDERS

     Section 1. Annual Meeting.  The annual meeting of the shareholders shall be
held on the  seventh day in the month of July in each year,  beginning  with the
year 1984 at the hour of 11 o'clock a.m.,, for the purpose of electing Directors
and for the  transaction  of such other business as may come before the meeting.
If the day fixed for the annual meeting shall be a legal holiday in the State of
Delaware, such meeting shall be held on the next succeeding business day. If the
election of  Directors  shall not be held on the day  designated  herein for the
annual meeting of the shareholders,  or at any adjournment thereof, the Board of
Directors  shall  cause  the  election  to be held at a special  meeting  of the
shareholders as soon thereafter as conveniently may be.

     Section 2. Special Meetings. Special meetings of the shareholders,  for any
purpose or purposes,  unless otherwise  prescribed by statute,  may be called by
the President or by the Board of Directors, and shall be called by the President
at the request of the holders of not less than one-tenth of all the  outstanding
shares of the corporation entitled to vote at the meeting.

<PAGE>

     Section 3. Place of  Meeting.  The Board of  Directors  may  designate  any
place,  either  within or without the State of New York, as the place of meeting
for any  annual  meeting  or for any  special  meeting  called  by the  Board of
Directors.  A waiver of notice signed by all shareholders  entitled to vote at a
meeting may designate any place, either within or without the State of New York,
as the place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the principal
office of the corporation in the State of New York.

     Section 4. Notice of Meeting.  Written or printed notice stating the place,
day and hour of the meeting  and, in case of a special  meeting,  the purpose or
purposes for which the meeting is called,  shall be delivered  not less than ten
nor more than fifty days before the date of the meeting, either personally or by
mail, by or at the direction of the President,  or the Secretary, or the officer
or persons calling the meeting,  to each  shareholder of record entitled to vote
at such  meeting.  If mailed,  such notice shall be deemed to be delivered  when
deposited in the United States mail, addressed to the shareholder at his address
as it appears  on the stock  transfer  books of the  corporation,  with  postage
thereon prepaid.

     Section 5. Quorum. A majority of the outstanding  shares of the corporation
entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at a  meeting  of  shareholders.  If less  than a  majority  of the  shares  are
represented,  the meeting may be  adjourned  from time to time  without  further
notice.  At such  adjourned  meeting  at which a  quorum  shall  be  present  or
represented,  any business may be transacted which might have been transacted at
the meeting as originally notified. The shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.

     Section 6. Proxies. At all meetings of shareholders, a shareholder may vote
by proxy  executed  in  writing  by the  shareholder  or by his duly  authorized
attorney  in  fact.  Such  proxy  shall  be  filed  with  the  Secretary  of the
corporation before or at the time of the meeting.  No proxy shall be valid after
eleven months from the date of its execution,  unless otherwise  provided in the
proxy

     Section 10.  Informal  Action by  Shareholders.  Any action  required to be
taken at a meeting of the  shareholders,  or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing,  setting  forth  the  action  so  taken,  shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.

<PAGE>

     Section 7. Voting of Shares. Subject to the provisions of Section 9 of this
Article II,  each  outstanding  share  entitled to vote shall be entitled to one
vote upon each matter submitted to a vote at a meeting of shareholders.

     Section 8. Voting of Shares by Certain Holders. Shares standing in the name
of  another  corporation  may be  voted by such  officer,  agent or proxy as the
by-laws of such corporation may Prescribe, or, in the absence of such provision,
as the Board of Directors of such corporation may determine.

     Shares held by an administrator,  executor,  guardian or conservator may be
voted by him,  either in person or by proxy,  without a transfer  of such shares
into his name.  Shares  standing  in the name of a trustee  may be voted by him,
either in person or by proxy,  but no trustee  shall be  entitled to vote shares
held by him without a transfer of such shares into his name.

     Shares  standing in the name of a receiver  may be voted by such  receiver,
and  shares  held by or under the  control  of a  receiver  may be voted by such
receiver  without the  transfer  thereof  into his name if authority so to do be
contained  in an  appropriate  order of the  court by which  such  receiver  was
appointed.

     A  shareholder  whose  shares are  pledged  shall be  entitled to vote such
shares until the shares have been transferred into the name of the pledgee,  and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     Shares of its own stock  belonging  to the  corporation  or held by it in a
fiduciary  capacity  shall  not be voted in  determining  the  total  number  of
outstanding shares at any given time.

     Section  9.  Cumulative  Voting.  At  each  election  for  Directors  every
shareholder  entitled to vote at such election  shall have the right to vote, in
person or by proxy,  the  number of shares  owned by him for as many  persons as
there are Directors to be elected and for whose election he has a right to vote,
there shall be no right to cumulate  votes by giving one candidate as many votes
as the number of such  Directors  multiplied  by the number of his shares  shall
equal, or be  distributing  such votes on the same principal among any number of
candidates.

<PAGE>

                                   ARTICLE III

                               BOARD OF DIRECTORS

     Section 1. General  Powers.  The  business  and affairs of the  corporation
shall be managed by its Board of Directors.

     Section 2. Number,  Tenure and  Qualifications.  The number of directors of
the corporation  shall be three.  Each director shall hold office until the next
annual  meeting  of the  shareholders  and until his  successor  shall have been
elected and qualified.  Directors need not be residents of the State of Delaware
or shareholders of the corporation.

     Section 3. Regular  Meetings.  A regular  meeting of the Board of Directors
shall be held without other notice than this by-law  immediately  after,  and at
the same  place  as,  the  annual  meeting  of the  shareholders.  The  Board of
Directors  may provide,  by  resolution,  the time and place,  either  within or
without the State of Delaware,  for the holding of additional  regular  meetings
without-other notice than such resolution.

     Section 4. Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the President or any two directors. The person
or persons authorized to call special meetings of the Board of Directors may fix
any place,  either  within or without  the State of  Delaware,  as the place for
holding any special meeting of the Board of Directors called by them.

     Section 5. Notice.  Notice of any special  meetings shall be given at least
ten days previously thereto by written notice delivered  personally or mailed to
each director at his business address ' or by telegram.  If mailed,  such notice
shall be deemed to be  delivered  when  deposited  in the United  States mail so
addressed,  with postage thereon prepaid.  If notice be given by telegram,  such
notice shall be deemed to be delivered to the  telegraph  company.  Any director
may waive notice of any meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objections to the transaction of any business
because the meeting is not lawfully called or convened.  Neither the business to
be  transacted  at, nor the purpose  of, any  regular or special  meeting of the
Board of  Directors  need be specified in the notice or waiver of notice of such
meeting.

<PAGE>

     Section 6. Quorum. A majority of the number of directors fixed by Section 2
of  this  Article  III  who  are a so  stockholders  of  the  corporation  shall
constitute a quorum for the  transaction of business at any meeting of the Board
of Directors, but if less than such majority is present at a meeting, a majority
of the  directors  present any adjourn  the  meeting  from time to time  without
further notice.

     Section  7.  Manner of  Action.  The act of the  majority  of the  director
present at a meeting at which a quorum is present  shall be the act of the Board
of Directors,

     Section 8. Vacancies.  Any vacancy  occurring in the Board of Directors may
be filled by the  affirmative  vote of a  majority  of the  remaining  directors
though less than a quorum of the board of directors.  A director elected to fill
a vacancy shall be elected for the unexpired term of his  Predecessor in office.
Any  directorship  to be  filled  by  reason  of an  increase  in the  number of
directors  shall be filled by  election  at an  annual  meeting  or at a special
meeting of the shareholders called for that purpose.

     Section 9.  Compensation.  By  resolution  of the Board of  Directors,  the
Directors may be paid their  expenses,  if any, of attendance at each meeting of
the  Board of  Directors,  and may be paid a fixed  sum for  attendance  at each
meetinq  of the  Board of  Directors  or a stated  salary as  Director.  No such
payment shall  preclude any director from serving the  corporation  in any other
capacity and receiving compensation therefor.

     Section 10.  Presumption of Assent.  A director of the  corporation  who is
present a, a meeting of the Board of Directors at which action on any  corporate
matter is taken shall be presumed to have  assented to the action  taken  unless
his  dissent  shall be entered in the  minutes of the meeting or unless he shall
file his written  dissent to such action with the person acting as the secretary
of the meeting before the  adjournment  thereof or shall forward such dissent by
registered  mail to the  Secretary  of the  corporation  immediately  after  the
adjournment of the meeting.  Such right to dissent shall not apply to a director
who voted in favor of such action.

                                   ARTICLE IV
                                    OFFICERS

     Section 1. Number.  The officers of the  corporation  shall be a president,
one or more vice-presidents (the number thereof to be determined by the Board of
Directors), a secretary,  and a treasurer,  each of whom shall be elected by the
Board of Directors.  Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors. Any two or more
offices  may be held by the same  person,  except the offices of  president  and
secretary.

     Section 2. Election and Term of Office The officers of the  corporation  to
be elected by the Board of  Directors  shall be  elected  annually  at the first
meeting  of the  Board of  Directors  held  after  each  annual  meeting  of the
shareholders.  If the  election of officers  shall not be held at such  meeting,
such  election  shall be held as soon  thereafter as  conveniently  may be. Each
officer shall hold office until his  successor  shall have been duly elected and
shall have  qualified or until death or until he shall resign or shall have been
removed in the manner hereinafter provided.

     Section 3. Removal.  Any officer or agent elected or appointed by the Board
of Directors  may be removed by the Board of Directors  whenever in its judgment
the best interests of the corporation would be served thereby,  but such removal
shall be without  prejudice  to the  contract  rights,  if any, of the person so
removed.

     Section  4.   vacancies.   A  vacancy  in  any  office  because  of  death,
resignation,  removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the tern.

     Section  5.  President.  The  President  shall be the  Principal  executive
officer of the corporation and subject to the control of the Board of Directors,
shall in general  supervise  and control all of the  business and affairs of the
corporation. He shall, when present, preside at all meetings of the shareholders
and of the Board of  Directors.  He may sign,  with the  Secretary  or any other
proper  officer  of  the  corporation  thereunto  authorized  by  the  Board  of
Directors,  certificates  for shares of the corporation,  any deeds,  mortgages,
bonds,  contract,  or  other  instruments  which  the  Board  of  Directors  has
authorized  to be  executed  except in cases  whore the  signing  and  execution
thereof  shall be  expressly  delegated  by the Board of  Directors  or by these
By-laws to some other officer or agent of the corporation,  or shall be required
by law to be otherwise  signed or  executed,  and in general  shall  perform all
duties  incident to the of f ice of  President  and such other  duties as may be
prescribed by the Board of Directors from time to time.

     Section 6. The  Vice-Presidents.  In the  absence of the  President  in the
event of his death,  inability or refusal to act, the  Vice-President (or in the
event there be more than one  Vice-President,  the  Vice-Presidents in the order
designated at the time of their election,  or in the absence of any designation,
then in the order of their  election) shall perform the duties of the President,
and when so  acting,  shall  have all the  powers of and be  subject  to all the
restrictions upon the President. Any Vice-President may sign, with the Secretary
or an Assistant Secretary, certificates for shares of the corporation; and shall
perform  such other  duties as from time to time may be  assigned  by him by the
President or by the Board of Directors.

     Section 7. The Secretary.  The Secretary shall: (a) keep the minutes of the
shareholders; and the Board of Directors' meetings in one or more books provided
for that purpose; (b) see that all notices are duly given in accordance with the
provisions  of these  By-laws or as required  by law;  (c) be  custodian  of the
corporate  records and of the seal of the  corporation  and see that the seal of
the corporation is affixed to all documents, the execution of which on behalf of
the corporation  under its seal is duly  authorized;  (d) keep a register of the
post  office  address  of each  shareholder  which  shall  be  furnished  to the
Secretary by such shareholder;  (e) sign with the President, or a Vice-President
certificates  for shares of the  corporation,  the  issuance of which shall have
been authorized by resolution of the Board of Directors; (f) have general charge
of the stock transfer books of the  corporation;  and (g) in general perform all
duties incident to the office of Secretary and such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.

     Section  8. The  Treasurer.  If  required  by the Board of  Directors,  the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall  determine.  He
shall:  (a) have  charge  and  custody of and be  responsible  for all funds and
securities  of the  corporation;  receive and give  receipts  for moneys due and
payable to the  corporation  from any source  whatsoever,  and  deposit all such
moneys in the name of the  corporation in such banks,  trust  companies or other
depositories as shall be selected in accordance with tie Provisions of Article V
of these By-laws,  and (b) in general  perform all of the duties incident to the
office  of the  Treasurer  and such  other  duties  as from  time to time may be
assigned to him by the President or by the Board of Directors.

     Section 9. Assistant  Secretaries and Assistant  Treasurers.  The Assistant
Secretaries,  when  authorized  by the  Board of  Directors,  may sign  with the
President or a  Vice-President  certificates  for shares of the  corporation the
issuance of which shall have been  authorized  by a  resolution  of the Board of
Directors. The Assistant Treasurers shall respectively, if required by the Board
of Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine.  The Assistant
Secretaries and Assistant Treasurers,  in general,  shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the President or the Board of Directors.

     Section 10.  Salaries.  The salaries of the  officers  shall be fixed from,
time to time by the Board of Directors  and no officer  shall be prevented  from
receiving  such  salary by reason of the fact that he is also a director  of the
corporation.

                                   ARTICLE V.

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1.  Contracts.  The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the  corporation,  and such authority
may be general or confined to specific instances.

     Section 2. Loans. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness  shall be issued in its name unless  authorized
by a resolution  of the Board of  Directors.  Such  authority  may be general or
confined to specific instances.

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     Section 3. Checks, Drafts, Etc. All checks, drafts, or other orders for the
payment of money,  notes or indebtedness  issued in the name of the be signed by
such  officer  or  officers,  the  corporation  and in  such  manner  as time be
determined by resolution of the other evidences of  corporation,  shall agent or
agents of shall from time to Board of Directors.

     Section 4. Deposits.  All funds of the corporation  not otherwise  employed
shall be deposited  from time to time to the credit of the  corporation  in such
banks,  trust  companies or other  depositories  as the Board of  Directors  may
select.

                                   ARTICLE VI.

                   CERTIFICATES FOR SHARES AND TEEIR TRANSFER

     Section 1. Certificates for Shares. Certificates representing shares of the
corporation  shall  be in such  form as  shall  be  determined  by the  Board of
Directors.   Such   certificates   shall  be  signed  by  the   President  or  a
Vice-President and by the Secretary or an Assistant Secretary.  All certificates
for shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares  represented  thereby are issued,  with
the number of shares and date of issue,  shall be entered on the stock  transfer
books of the  corporation.  All  certificates  surrendered to the corporation or
transfer  shall be cancelled  and no new  certificate  shall be issued until the
former  certificate for a like number of shares shall have been  surrendered and
cancelled,  except that in case of a lost, destroyed or mutilated  certificate a
new one may be issued  therefor upon such terms and indemnity to the corporation
as the Board of Directors may prescribe.

     Section 2. Transfer of Shares. (a) Upon surrender to the corporation or the
transfer agent of the  corporation of a certificate  for shares duly endorsed or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer,  it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, and cancel the old certificate; every such transfer
shall be entered on the transfer book of the corporation  which shall be kept at
its principal office.

     (b) The corporation  shall be entitled to treat the holder of record of any
share as the holder in fact  thereof,  and,  accordingly,  shall not be bound to
recognize  any equitable or other claim to or interest in such share on the part
of any  other  person  whether  or not it shall  have  express  or other  notice
thereof, except as expressly provided by the laws of this state.

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                                   ARTICLE VII
                                   FISCAL YEAR

     The fiscal year of the corporation  shall begin on the first day of July in
each year.

                                   ARTICLE VII
                                    DIVIDENDS

     The directors may from time to time declare,  and the  corporation may pay,
divdends  on its  outstanding  shares  in the  manner  and  upon the  terms  and
conditions provided by law.

                                   ARTICLE IX

                                      SEAL

     The  directors  shall  provide a corporate  seal which shall be circular in
form and shall have inscribed thereon the name of the corporation,  the state of
incorporation, year of incorporation and the words, "Corporate Seal".

                                    ARTICLE X

                                WATVER OF NOTICE

     Unless  otherwise  provided  by law,  whenever  any notice is require to be
given to any stockholder or director of the corporation  under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof in writing,  signed by the person or persons  entitled  to such  notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
the giving of such notice.


                                   ARTICLE XI

                                   AMENDMENTS

     These  by-laws may be altered,  amended or repealed  and new by-laws may be
adopted by a vote of the stockholders  representing a majority of all the shares
issued and outstanding,  at any annual  stockholders'  meeting or at any special
stockholders' meeting when the proposed amendment has been set out in the notice
of such meeting.

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