<PAGE>   1
                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

              /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      For Quarter Ended September 30, 1995

                                       OR

              / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

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

                        Commission file number: 33-20432

                           WHITESTONE INDUSTRIES, INC.
             (Exact Name of Registrant as Specified in its Charter)


                Delaware                              75-2228828
--------------------------------------------------------------------------------
                 State or other jurisdiction of (I.R.S. Employer
                incorporation or organization Identification No.)


               2255 Glades Road, Suite 324A, Boca Raton, FL 33431
--------------------------------------------------------------------------------
               (Address of Principal Executive Office) (Zip Code)


                                 (407) 347-6498
--------------------------------------------------------------------------------
               (Registrant's telephone number including area code)


        Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.  Yes  x    No
                                               ---      ---

        The number of shares of registrant's Common Stock, $.0001 par value,
outstanding as of September 30, 1995 was 13,003,179 shares.
<PAGE>   2
                           WHITESTONE INDUSTRIES, INC.

                                      INDEX

<TABLE>
<CAPTION>
                                                                                    Page
                                                                                   Number
                                                                                   ------
<S>                                                                                <C>
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Balance Sheet -- September 30, 1995                                                F-3

Statements of Operations -- Three months ended                                     F-4
   September 30, 1995 and 1994; and nine months ended September 30,
   1995 and 1994

Statements of Cash Flows -- Three months ended                                     F-5
   September 30, 1995 and 1994; and nine months ended September 30,
   1995 and 1994

Notes to Financial Statements                                                      F-6

Item 2.  Management's Discussion and Analysis of                                   F-7
           Plan of Operation

PART II - OTHER INFORMATION                                                        F-9

SIGNATURES                                                                         F-10
</TABLE>
<PAGE>   3
                           WHITESTONE INDUSTRIES, INC.

                                  BALANCE SHEET

                               SEPTEMBER 30, 1995

                                   (Unaudited)

                                     ASSETS

<TABLE>
<S>                                                                                       <C>
ASSETS:                                                                                   $         -
                                                                                          ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:                                                                              $         -
                                                                                          ===========


STOCKHOLDERS' EQUITY:
    Preferred stock, $ .01 par value; 1,000,000 shares authorized;
       none issued and outstanding                                                                  -
    Common stock, $ .0001 par value; 20,000,000 shares
       authorized, 13,003,179 shares issued and outstanding                                     1,300
    Additional paid-in capital                                                              1,004,014
    Accumulated deficit                                                                    (1,005,314)
                                                                                          -----------
       TOTAL STOCKHOLDERS' EQUITY                                                         $         -
                                                                                          ===========
</TABLE>

                       See notes to financial statements


                                      F-3
<PAGE>   4
                           WHITESTONE INDUSTRIES, INC.

                            STATEMENTS OF OPERATIONS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                            Nine months ended                  Three months ended
                                                              September 30,                       September 30,
                                                     --------------------------------   ---------------------------------
                                                          1995             1994              1995              1994
                                                     ---------------  ---------------   ---------------   ---------------
<S>                                                  <C>              <C>               <C>               <C>
REVENUES                                               $         -      $         -       $         -       $         -
                                                                                                            
GENERAL AND ADMINISTRATIVE EXPENSES                              -                -                 -                 -
                                                       -----------      -----------       -----------       -----------
                                                                                                            
NET INCOME (LOSS) FROM CONTINUING OPERATIONS                     -                -                 -                 -
                                                                                                            
INCOME (LOSS) FROM DISCONTINUED OPERATIONS                (158,689)        (162,552)           (6,536)          (64,457)
                                                       -----------      -----------       -----------       -----------
                                                                                                            
NET LOSS                                               $  (158,689)     $  (162,552)      $    (6,536)      $   (64,457)
                                                       ===========      ===========       ===========       =========== 
                                                                                                            
NET LOSS PER COMMON SHARE                                                                                   
    Continuing                                         $         -      $         -       $         -       $         -
    Discontinued                                          ($ 0.012)        ($ 0.015)         ($ 0.001)         ($ 0.006)
                                                       -----------      -----------       -----------       -----------
                                                       $  ($ 0.$12)        ($ 0.0$5)         ($ 0.$01)         ($ 0.006)
                                                       ===========      ===========       ===========       =========== 
                                                                                                            
WEIGHTED AVERAGE NUMBER OF COMMON                                                                           
    SHARES OUTSTANDING                                  13,003,179       10,984,429        13,003,179        10,984,429
                                                       ===========      ===========       ===========       =========== 
</TABLE>

                       See notes to financial statements


                                      F-4
<PAGE>   5
                           WHITESTONE INDUSTRIES, INC.

                            STATEMENTS OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  Nine months ended September 30,
                                                                  ------------------------------
                                                                        1995        1994
                                                                     ---------    ---------
<S>                                                                  <C>          <C>
CASH FLOWS FROM CONTINUING OPERATIONS:
    Net loss                                                         $       -    $       -
                                                                     ---------    ---------

NET CASH PROVIDED BY CONTINUING OPERATIONS                                   -            -

CASH FLOW FROM DISCONTINUED OPERATIONS
    Net loss                                                          (158,689)    (162,552)
    Depreciation and amortization                                            -      110,005
    Net changes in assets and liabilities in discontinued                    -
          business                                                                  108,752

NET CASH PROVIDED BY INVESTING ACTIVITIES                                    -            -

CASH FLOWS FROM FINANCING ACTIVITIES:
    Issuance of common stock                                           317,188            -
    Distributions of capital                                          (158,499)           -
                                                                     ---------    ---------

NET CASH PROVIDED BY FINANCING ACTIVITIES                              158,689            -
                                                                     ---------    ---------

NET INCREASE (DECREASE) IN CASH                                              -       56,205

CASH AT BEGINNING OF PERIOD                                                  -       33,489
                                                                     ---------    ---------

CASH AT END OF PERIOD                                                $       -    $  89,694
                                                                     =========    =========
</TABLE>

                       See notes to financial statements


                                      F-5
<PAGE>   6
                           WHITESTONE INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1995

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with the instructions on Form 10-QSB and, therefore, do not include all
information and footnotes necessary for a fair presentation of financial
position, results of operations and cash flows in conformity with generally
accepted accounting principles. In the opinion of management, such financial
statements reflect all adjustments necessary for a fair statement of the results
of operations and financial position for the interim periods presented.
Operating results for the nine months ended September 30, 1995 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1995.

For a more complete understanding of the Company's financial position and
results of operations, reference is made to the financial statements of
Whitestone Industries, Inc. and related notes thereto previously filed with the
Company's Form 10-KSB for the year ended December 31, 1994.

NOTE 2 - DISCONTINUED OPERATIONS

In October 1995 (effective July 1, 1995), the Company sold its oil and gas
business (including all related assets and liabilities) to Magnum Petroleum,
Inc. ("Magnum") in exchange for $300,000 in cash, 85,159 shares of Magnum common
stock and 50,000 options to purchase Magnum common stock at prices from $4.00 to
$4.25. Substantially all of this consideration was subsequently transferred to
the Company's then president and majority stockholder in settlement of amounts
owed to him by the Company and for his assumption of all remaining liabilities
of the Company outstanding as of that date. Accordingly, the results of the oil
and gas properties are shown separately as "discontinued operations". The
Company's 1994 financial information has been reclassified to conform with the
1995 presentation.

NOTE 3 - SUBSEQUENT EVENTS

a. In October 1995 the Company distributed all of its assets, including Magnum
Securities to its then President and majority stockholder to retire certain
debts owed to him, and for his assumption of all remaning liabilities of the
Company outstanding as of that date.


                                      F-6
<PAGE>   7
In October 1995, the Company spun off Whitestone Games, a wholly owned
subsidiary to its stockholders.

The net effect of all the above transactions has been reported as a distribution
of capital.

b. On December 7, 1995, the Company, Whitestone Group, Ltd., a British Virgin
Islands limited partnership organized under the laws of British Virgin Islands
("WGL"), Golden Bear Entertainment Corporation, a California corporation
("GBEC"), and Donald Yu, ("Yu") entered into a Stock Purchase and Exchange
Agreement (the "Agreement"), which was effective on December 7, 1995. Pursuant
to the Agreement, WGL contributed back to the Company its right and interest in
6,700,000 shares of its 8,700,000 shares of the Company's common stock, in
exchange for the Company's interest in certain securities. Prior to December 7,
1995, WGL owned approximately 64.2% of the outstanding capital stock interest of
the Company. Upon consummation of the transaction, WGL owned approximately 5.9%
of the outstanding capital stock interest of the Company.

Pursuant to the Agreement, the Company acquired all of the capital stock of GBEC
in exchange for the distribution to Mr. Yu, the sole stockholder of GBEC, of (I)
3,200,000 shares of restricted common stock of the Company and (II) 500,000
shares of newly issued shares of Series A Convertible Preferred Stock (the
"Series A Preferred Stock") that are convertible into 78,400,000 (subject to
certain anti-dilution provisions) shares of common stock of the Company. The
common stock and the Series A Preferred Stock issued to Mr. Yu represents
approximately 79.89% of the outstanding capital stock interest of the Company.

 ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF
          OPERATION

LIQUIDITY AND CAPITAL RESOURCES

In October 1995 the Company distributed all of its assets, including Magnum
Securities to its then president and majority stockholder to retire certain
debts owed to him and for his assumption of all remaning liabilities of the
Company outstanding as of that date.

In October 1995, the Company spun off Whitestone Games, a wholly owned
subsidiary to its stockholders.

The net effect of all the above transactions has been reported as a distribution
of capital.



                                      F-7
<PAGE>   8
RESULTS OF OPERATIONS

In October 1995 (effective July 1, 1995), the Company sold its oil and gas
business (including all related assets and liabilities) to Magnum Petroleum,
Inc. ("Magnum") in exchange for $300,000 in cash, 85,159 shares of Magnum common
stock and 50,000 options to purchase Magnum common stock at prices from $4.00 to
$4.25. Substantially all of this consideration was subsequently transferred to
the Company's then president and majority stockholder in settlement of amounts
owed to him by the Company and for his assumption of all remaining liabilities
of the Company outstanding as of that date. Accordingly, the results of the oil
and gas properties are shown separately as "discontinued operations". The
Company's 1994 financial information has been reclassified to conform with the
1995 presentation.



                                      F-8
<PAGE>   9
PART II - OTHER INFORMATION

Item 1.     LEGAL PROCEEDINGS - NONE

Item 2.     CHANGES IN SECURITIES - NONE

Item 3.     DEFAULTS UPON SENIOR SECURITIES - NONE

Item 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS - NONE

Item 5.     OTHER INFORMATION - NONE

Item 6.     EXHIBITS AND REPORTS ON FORM 8-K
            On December 7, 1995 the Company filed a report of Form 8-K.



                                      F-9
<PAGE>   10
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                            WHITESTONE INDUSTRIES, INC.


                                            By: /s/ Hernan Saide
                                               --------------------------------
                                               President and, President as
                                               Chief Executive Officer
 
                                            Date: December 7, 1995
                                                  ----------------------------- 

                                      F-10
<PAGE>   11
                                EXHIBIT INDEX
                                -------------


        EXHIBIT 27.1          FINANCIAL DATA SCHEDULE FOR NINE-MONTHS
                                      
        EXHIBIT 27.2          FINANCIAL DATA SCHEDULE FOR THREE-MONTHS