As filed with the Securities and Exchange Commission on May 31,1996.
                                                      File No. 333-
                                                                    ---------
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        --------------------------------
                                    FORM S-8

                                                
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                           WHITESTONE INDUSTRIES, INC.
               (exact name of issuer as specified in its charter)

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

702 Marshall Street
Redwood  City, California                             94063
(Address of principal executive offices)              (Zip Code)

              CONSULTING AGREEMENT WITH TLD3 INVESTMENT GROUP INC.
                            (Full title of the plan)

                                    Donald Yu
                         702 Marshall Street, Suite 500
                         Redwood City, California 94063
                                 (415) 364-7030
                     (Name and address of agent for service)

                                    Copy to:
                            Brenda Lee Hamilton, Esq.
                            555 S. Federal, Suite 400
                            Boca Raton, Florida 33423
                                 (407) 392-4868

















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                         CALCULATION OF REGISTRATION FEE
                                       Proposed   Proposed
                                       maximum    maximum
                                       offering   aggregate    Amount of
Title of securities   Amount to be     price per  offering     registration
to be registered      registered(1)    share(1)   price(1)     fee(1)
- --------------------------------------------------------------------------------
================================================================================
Common Stock
($.0001 par value)    130,000 shares    $2.00      $260,000.00  $329.31

================================================================================

(1)  Pursuant to Rule 457 (h) and Rule 457 (c), the maximum  offering  price was
calculated based upon the average of the bid and asked price of the Registrant's
Common  Stock in the over - the - counter  market on May 30,  1996,  but  giving
effect to the one for ten (1:10) that was effective on February 2, 1996.
































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<PAGE>







                          WHITESTONE INDUSTRIES, INC.,

CROSS REFERENCE SHEET REQUIRED BY ITEM 501 (b) OF REGULATION S-K

FORM S-8 ITEM NUMBER
AND CAPTION                             CAPTION IN PROSPECTUS
- ---------------------                   --------------------- 
1. Forepart of Registration State-       Facing page of Registration
   ment and Outside Front Cover          Statement and Cover Page
   Page of Prospectus                    of Prospectus

2. Inside Front and Outside              Inside Cover Page of
   Back Cover Pages Of Prospectus        Prospectus and Outside
                                         Cover Page of Prospectus
3. Summary Information, Risk Fac-
   tors and Ratio of Earnings to         Not Applicable
   Fixed Charges

4. Use of Proceeds                       Not Applicable

5. Determination of Offering Price       Not Applicable

6. Dilution                              Not Applicable

7. Selling Security Holders              Sales by Selling Security
                                         Holders

8. Plan of Distribution                  Cover Page of Prospectus
                                         and Sales by Selling
                                         Security Holders

9. Description of Securities to be       Description of
   Registered                            Securities; Consulting
                                         Agreement

10.Interests of Named Experts and        Legal Matters
   Council

11.Material Charges                      Not Applicable

12.Incorporation of Certain Infor-       Incorporation of Certain
   mation by Reference                   Documents by Reference

13.Disclosure of Commission Posi-        Indemnification of Direc-
   tion on Indemnification for           tors and Officers; Under-
   Securities Act Liabilities            takings





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<PAGE>
                                   PROSPECTUS
                           WHITESTONE INDUSTRIES, INC.
                         130,000 Shares of Common Stock
                               ($ .0001 par value)

       Issued Pursuant to a Consulting Agreement with TLD3 Investment Group Inc.
after Giving Effect to a 1 for 10 Reverse  Stock Split of the  Company's  Common
Stock.

       This  Prospectus is part of a Registration  Statement  which registers an
aggregate 130,000 shares of Common Stock, $ .0001 par value (the "Common Stock")
of Whitestone  Industries,  Inc., (the "Company") which have been issued to TLD3
Investment Group Inc. (the "Consultant"),  a Consultant to the Company, pursuant
to a written Consulting  Agreement dated January 1,1996, as amended ("Consulting
Agreement")  providing for the issuance of 130,000  shares of Common Stock.  The
130,000  shares of Common Stock are referred to as the  "Consultant  Shares" and
the number of  Consultant  Shares are  calculated  based upon a 1 for 10 reverse
stock Split of the  Company's  Common  Stock which was  effective on February 2,
1996. The Consultant  Shares will be issued in the name of the Consultant.  Such
selling  Stockholder  in  relation  to the sale of the  Shares  may  hereinafter
sometimes be referred to as the "Selling Security Holder." All of the Consultant
Shares are being  issued to the Selling  Security  Holder  pursuant to a written
compensation  contract.  The  Company has been  advised by the Selling  Security
Holder that it may sell all or a portion of the shares of Consultant Shares from
time  to  time in the  over-the-  counter  market  in  negotiated  transactions,
directly or through  brokers or otherwise,  and that such shares will be sold at
market prices prevailing at the time of such sales or at negotiated  prices, and
the Company will not receive any proceeds from such sales.

       No person has been  authorized by the Company to give any  information or
to make any representation other than contained in this Prospectus, and if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any






















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<PAGE>


distribution of the Consultant  Shares issuable under the terms of the Agreement
shall,  under any  circumstances,  create any implication that there has been no
change in the affairs of the Company since the date hereof.

       THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  ON THE  ACCURACY  OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

       THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFER TO SELL  SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

                   The date of this Prospectus is May 30, 1996

                              AVAILABLE INFORMATION

        The  Company  is  subject  to  the  informational  requirements  of  the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance therewith, files reports, proxy statements and other information with
the  Securities  and Exchange  Commission  (the  "Commission").  Reports,  proxy
statements and other  information filed with the Commission can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W.,  Washington,  D.C. 20549.  Copies of this material can also be obtained at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Company's  Common  Stock is  traded  in the  over-the-counter  market on the OTC
Bulletin Board under the symbol "WHSN."


        The Company has filed with the  Commission a  Registration  Statement on
Form S-8 (the  "Registration  Statement")  under the  Securities Act of 1933, as
amended  (the  "Act"),  with  respect  to an  aggregate  130,000  shares  of the
Company's  Common Stock, to be issued to the Consultant of the Company  pursuant
to  the  Consulting  Agreement.  This  Prospectus,   which  is  part  I  of  the
Registration Statement,  omits certain information contained in the Registration
Statement. For further information with respect to the Company and the shares of
the  Common  Stock  offered  by  this  Prospectus,  reference  is  made  to  the
Registration  Statement,  including  the  exhibits  hereto.  Statements  in this
Prospectus as to any document are not necessarily  complete,  and where any such















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<PAGE>

document  is an exhibit to the  Registration  Statement  or is  incorporated  by
reference  herein,  each such  statement  is  qualified  in all  respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full  statement  of the  provisions  thereof.  A copy of the  Registration
Statement,  with  exhibits,  may be  obtained  from the  Commission's  office in
Washington,  D.C. (at the above address) upon payment of the fees  prescribed by
the rules and regulations of the Commission, or examined there without charge.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents  filed by the Company with the  Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:

         1. The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1994; and

         2. The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1995.

         3. The Company's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 1995.

         4. The Company's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1995.

         5. The Company's Quarterly Report on Form 10-QSB for the
quarter ended December 31, 1995.

         6. The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1996.


         All reports and documents filed by the Company  pursuant to Section 13,
14 or 15 (d) of the  Exchange  Act,  prior  to the  filing  of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  by  reference  herein and to be a part hereof from the  respective
date for filing such documents.  Any statement  incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document,  which also is or is deemed to be  incorporated  by reference  herein,














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<PAGE>

modifies or supersedes  such  statement.  Any  statement  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this Prospectus.

         The Company hereby undertakes to provide without charge to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written or oral request of any such person,  a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests for such copies should be directed to Corporate  Secretary,  Whitestone
Industries Inc., 702 Marshall Street,  Redwood City, California 94063; Telephone
Number (415)-364-7030.


                                   THE COMPANY

         Whitestone Industries Inc. ("the Company") was organized under the laws
of the State of Delaware on April 19, 1988 under the name  Fortunistics Inc. The
Company  originally  engaged in the  acquisition  and development of oil and gas
properties,  interests  and  production  and the  sale and  disposition  of such
properties,  interests and production.  The Company began operations in 1993 and
since that time, the Company's  drilling  activities  were limited to small work
overs on existing wells. Subsequently, the Company disposed of all its interests
in its oil and gas properties.

         On December 7, 1995,  the Company,  Whitestone  Group,  Ltd., a British
Virgin Islands  Limited  Partnership  organized under the laws of British Virgin
Islands  ("W.G.L."),   Golden  Bear  Entertainment   Corporation,  a  California
Corporation  ("GBEC") and Donald Yu,  ("Yu")  entered into a Stock  Purchase and
Exchange Agreement (the "Agreement"). 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 WII 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 in 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

















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<PAGE>

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  24,000,000
shares of Common  Stock of the Company.  At that time,  the Common Stock and the
Series A Preferred  Stock issued to Mr. Yu represented  approximately  79.89% of
the outstanding capital stock interest of the Company.

         On January 23,  1996,  Mr. Yu converted  400,000  shares of his 500,000
shares of Preferred Stock into 19,200,000  shares of Common Stock  (Pre-Split or
1,920,000 shares of Common Stock  Post-Split),  however,  these shares of Common
Stock were not issued to Mr. Yu until the  effective  date of the reverse  stock
split of the Company's Common Stock, which was effective on February 2, 1996. On
January  28,  1996,  the Board of  Directors  of the  Company  and the  Majority
Shareholder of the Company amended the Statement of Designation for the Series A
Preferred  Stock to provide  that as of January 28,  1996,  the number of Common
Stock into  which the Series A  Preferred  Stock may be  converted  would not be
affected by the reverse stock split.  Thus,  Mr. Yu would be entitled to convert
his remaining  100,000 shares of Series A Preferred Stock into 4,800,000  shares
of Common Stock.

         GBEC,  which is now a  wholly-owned  subsidiary  of the Company and the
only asset of the Company,  is a newly  organized  California  Corporation  that
intends to manufacture,  develop,  market and sell certain video and interactive
games. The products are intended to be both educational and interactive and will
be  designed  to appeal to parents'  concerns  of  education  as well as fun for
children.  It is  GBEC's  intent  to  focus  its  efforts  in  two  major  areas
interactive products and communications. GBEC owns certain intellectual property
rights to four toys that are being  developed  by the  Company.  It also has the
exclusive  worldwide  licensing  rights to use,  make, or have made and sell two
additional electronic toys.

                              CONSULTING AGREEMENT
General

         On January 1, 1996,  the Company  entered into a  Consulting  Agreement
with TLD3  Investment  Group Inc.  to which the  Company  agreed to issue to the
Consultant  130,000  shares  of  Common  Stock of the  Company  (post-split)  in
consideration for certain consulting services to be provided to the Company over
an  anticipated  one year  period  commencing  as of the date of the  Consulting
















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<PAGE>

Agreement.  Initial services  relative to the performance under the terms of the
Consulting  Agreement have already commenced.  Under the Terms of the Consulting
Agreement, the Consultant is to provide the following consulting services to the
Company (i) identification,  evaluation,  structure,  negotiation and closing of
business acquisitions, consolidations, mergers and strategic alliances; and (ii)
technical and analytical consulting concerning management,  marketing, corporate
organization  and  structure,  and  expansion of services.  The  Consultant is a
Florida  Corporation  whose  sole  shareholder,  director  and  officer  is  Tom
DiStefano III. During the initial phase of the Agreement,  Mr. Distefano intends
to spend a predominant amount of his time in his duties for the Company.

Federal Income Tax Effects

         The following  discussion applies to the Consultant Shares issued under
the Consulting Agreement and is based on Federal Income Tax laws and regulations
in effect on December 31, 1995. In connection  with their issuance of Consultant
Shares as  compensation  payable to the  Consultant  pursuant  to he  Consulting
Agreement,  the  Consultant  must include in gross income the excess of the fair
market  value of the property  received  over the amount,  if any,  paid for the
property.  in the  first  taxable  year in  which  the  Consultant's  beneficial
interest  in the  property  either is  "transferrable"  or is not  subject  to a
"substantial  risk of forfeiture." A substantial risk of forfeiture exists where
rights and property  that have been  transferred  are  conditioned,  directly or
indirectly,  upon the future  performance  (or refraining  from  performance) of
substantial  services by any person, or the occurrence of a condition related to
the purpose of the transfer, and the possibility of forfeiture is substantial if
such condition is not satisfied.  Consultant  Shares received by a person who is
subject  to the  short  swing  profit  recovery  rule of  Section  16(b)  of the
Securities  Exchange Act of 1934 is considered  subject to a substantial risk of
forfeiture  so long as the sale of such  property at a profit could  subject the
Stockholder to suit under that section. The rights of the Consultant are treated
as  transferrable  if and  when the  Consultant  can  sell,  assign,  pledge  or
otherwise  transfer any interest in the Consultant  Shares to any person.  In as
much as the Consultant  would not be subject to the short swing profit  recovery
rule of Section 16 (b) of the Securities Exchange Act of 1934 and the Consultant
Shares,  upon  receipt  following  satisfaction  of condition  prerequisites  to
receipt,  will be presently  transferrable and not subject to a substantial risk

















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<PAGE>

of forfeiture,  the Consultant would be obligated to include in gross income the
fair market value of the  Consultant  Shares  received  once the  conditions  to
receipt of the Consultant Shares are satisfied.

Restrictions Under Securities Laws

         The sale of any Shares of Common  Stock  acquired  upon the exercise of
the Options must be made in compliance with Federal and State  securities  laws.
Officers,  directors and 10% or greater  Stockholders of the Company, as well as
certain  other  persons or parties who may be deemed to be  "affiliates"  of the
Company  under the  Federal  Securities  Laws,  should be aware that  resales by
affiliates  can only be made  pursuant to an effective  Registration  Statement,
Rule 144 or any  other  applicable  exemption.  Officers  directors  and 10% and
greater  Stockholders  are also  subject to the  "short  swing"  profit  rule of
Section  16(b) of the Exchange  Act of 1934.  Section 16 (b) of the Exchange Act
Generally provides that if any Officer, director, or 10% and greater Stockholder
sold any Common  Stock of the Company  acquired  pursuant  to the  exercise of a
Stock  option or warrant,  he would  generally be required to pay to the Company
any  "profits"  resulting  from the sale of the Stock and  receipt  of the Stock
option.  Section 16 (b)  exempts  all  option  exercises  from being  treated as
purchases  and,  instead,  treats a option grant as a purchase of the underlying
security,  which  grant/purchase  may be matched with any sale of the underlying
security within six months of the date of grant.

                        SALES BY SELLING SECURITY HOLDER

         The following table sets forth the name of the Selling Security Holder,
the amount of Shares of Common Stock held  directly or  indirectly,  the maximum
amount of Shares of Common Stock to be offered by the Selling  Security  Holder,
the amount of Common Stock to be owned by the Selling  Security Holder following
sale of such Shares of Common Stock and the percentage of Shares of Common Stock
to be owned by the Selling Security Holder following completion of such offering
(based on 4,784,534 Shares of Common Stock of the Company outstanding at May 30,
1996 taking in to account the reverse-split which occurred on February 2, 1996).

                                                 Shares to be    Percentage
Name of Selling     Number of      Shares to     owned after     to be owned
Security holder     Shares Owned   be offered    Offering        after offering
- ---------------     ------------   ----------    --------        --------------
TLD3 Investment     130,000           130,000       -0-                 --
Group, Inc.














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<PAGE>
  
                            DESCRIPTION OF SECURITIES

         The  Company  is  currently  authorized  to issue up to  20,000,000,000
Shares of Common  Stock,  $.0001  par  value,  of which  4,784,534  Shares  were
outstanding  as of May 30, 1996.  The Company is also  authorized to issue up to
1,000,000 Shares of Preferred Stock, $.01 par value, of which 900,000 Shares are
issued or outstanding as of May 30, 1996.

Common Stock

         Subject to the dividend rights of the holders of Preferred Stock,  upon
any  subsequent  autorization  thereof,  holders  of Shares of Common  Stock are
entitled to Share, on a ratable basis,  such dividends as may be declared by the
Board of Directors out of funds legally  available  therefor.  Upon liquidation,
dissolution or winding up of the Company, after payment to creditors and holders
of Preferred  Stock that may be  outstanding,  the assets of the Company will be
divided pro rata on a per share basis amoung the holders of the Common Stock.

         Each share of Common Stock  entitles  the holders  thereof to one vote.
Holders of Common Stock do not have  cumulative  voting  rights which means that
the holders of more than 50% of the Shares  voting for the election of Directors
can elect all of the Directors if they choose to do so, and, in such event,  the
holders of the  remaining  Shares will not be able to elect any  Directors.  The
ByLaws of the Company  require that only one-third of the issued and outstanding
Shares of Common Stock of the Company need be represented to constitute a quorum
and to transact  business at a  Stockholders'  meeting.  The Common Stock has no
preemptive,  subscription  or  conversion  rights and is not  redeemable  by the
Company.

Preferred Stock

         On  December  6, 1995,  the Company  designated  500,000  Shares of its
Preferred  Stock,  par value $.01,  as "Series A  Convertible  Voting  Preferred
Stock" (the  "Series A Preferred  Stock").  The Series A Preferred  Stock has no
dividend or preemptive  rights and is not be subject to a right of redemption on
the part of the Company at any time.

         Holders  of the  Series A  Preferred  Stock  have the  right,  at their
option,  to convert  each share of Series A Preferred  Stock into Common  Stock,














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<PAGE>

calculated  as to  each  conversion  to  the  nearest  share  at any  time  at a
conversion ratio of fourty-eight  (48) Shares of the Common Stock for each share
of  Series A  Preferred  Stock.  No  fractional  share or scrip  representing  a
fractional  share  will be isssued  upon  conversion  of the Series A  Preferred
Stock. Through January 27, 1996, in the event of any  reclassification,  merger,
consolidation  or change of Shares of the Series A  Preferred  Stock  and/or the
Common Stock,  the Company shall make  adjustments to the conversion ratio which
shall  be as  nearly  equivalent  to  that  stated  above  as may be  practical.
Subsequent to January 28, 1996, no  adjustments  to the  conversion  ratio would
occur in the event of a reverse Stock split of the Common Stock.

         The Series A Preferred  Stock  shall be  automatically  converted  into
Shares of the  Company's  Common  Stock at such time as the  Company  amends its
Certificate of Incorporation  to increase its authorized  Common Stock to permit
the conversion of the Series A Preferred Stock into Shares of Common Stock.  The
Company agrees  expenditiously  to secure approval of its  Stockholders for such
amendment to its Certification of Incorporation.

         The Series A Preferred Stock is currently subject adjustment in certain
events,   including  (i)  the  issuance  of  Capital  Stock  as  a  dividend  or
distribution  on Common Stock,  (ii)  subdivision,  combinations,  reverse Stock
splits and  reclassification  of the Common Stock,  (iii) the fixing of a record
date for the  issuance  to all  holders  of Common  Stock of rights or  warrants
entitling  them (for a period  expiring  within 45 days of such record  date) to
subscribe  for  Common  Stock,  and (iv)  the  fixing  of a record  date for the
distribution  to all  holders of Common  Stock of evidance  of  indebtedness  or
assets (other than cash  dividends) of the Company's or  subscription  rights or
warrants (other than those referred to above).

          In addition to any voting  rights  provided by law,  each share of the
Series A Preferred Stock shall be entitled to 48 votes on all matters  submitted
to a vote of the Stockholders of the Company.  Unless the vote or consent of the
holders of a greater  number of Shares is  required  by law,  the consent of the
holders of at least a majority of all the Series A  Preferred  Stock at the time
outstanding  shall be  necessary  to  change,  alter or revoke  the  rights  and
preference  conferred  on the Series A  Preferred  Stock by the  Certificate  of
Incorporation  or  these  resolutions  or  to  adopt  any  amendment  materially
adversely affecting the rights of the holders of the Series A Preferred Stock.

















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<PAGE>

         In the  event of the  liquidation,  dissolution  or  winding  up of the
Company,  holders of the Series A Preferred  Stock shall be entitled to receive,
after due payment or provision  for payment for the debts and other  liabilities
of the Company,  a liquidating  distribution  before and any distribution may be
made to  holders of Common  Stock of the  Company.  The  holders of the Series A
Preferred Stock  outstanding shall be entitled to receive an amount equal to the
greater  $.01 per share,  or the  liquidation  payment per share of Common Stock
multiplied by a factor of 48, plus  declared  dividends to the date of the final
distribution,  whether  or not such  liquidation,  dissolution  or winding up is
voluntary or involuntary on the part of the Company.  Any Shares of the Series A
Preferred Stock which at any time have been redeemed or converted,  shall, after
such  redemption  or  conversion,  be  automatically  retired and shall have the
status of authorized but unissued Shares of Preferred Stock, without designation
as to class or series,  until such Shares are once more  designated as part of a
particular class or series by the Board of Directors.

Over-The-Counter Market

         The Company's Common Stock is traded on the over-the-counter  market on
the OTC Bulletin Board of NASDAQ under the symbol 'WHSN.'

Transfer Agent

         The Company's Transfer Agent is Securities  Transfer  Corporation whose
address is 16910 Dallas Parkway, Suite 10, Dallas, Texas 75248.

                         LEGAL MATTERS

         Certain legal matters in connection  with the securities  being offered
hereby will be passed upon for the Company by Brenda Hamilton, Esquire.

                            EXPERTS

         The  financial  statements  of the Company  appearing in the  Company's
Annual  Report on Form 10-KSB for the year ended  December 31, 1994 and the year
ending  December  31,  1995 have been  audited  by  Feldman  Radin & Co.,  P.C.,
independent certified public accountants,  as set forth in their report thereon,
included  therein,   and  incorporated  herein  by  reference.   Such  financial
statements are, and audited financial  statements to be included in subsequently















                                       13

<PAGE>

filed  documents  will be,  incorporated  herein in reliance upon the reports of
Feldman,  Radin & Co., P.C.  pertaining  to such  financial  statements  (to the
extent covered by consents  filed with the  Securities and Exchange  Commission)
given upon the authority of such firm as experts in accounting and auditing.

                                 INDEMNIFICATION

         Article X of the Articles of  Incorporation  of the Company provides as
follows:

         "The  Corporation  shall  indemnify to the fullest extent  permitted by
         Delaware Statute 145, as may be amended from time to time, any director
         or officer of the Corporation who is a party or who is threatened to be
         made  a  party  to any  proceeding  which  is  threatened,  pending  or
         completed  action or suit  brought  against said officer or director in
         his  official  capacity.  This  Corporation  shall  not  indemnify  any
         director  or  officer  in any  action or suit,  threatened,  pending or
         completed  brought by him  against  the  Corporation,  in the event the
         officer or director is not the prevailing party.  Indemnifcation of any
         other  persons,  such as  employees  or agents of the  Corporation,  or
         serving  at  the  request  of the  Corporation  as  director,  officer,
         employee or agent of another Corporation,  partnership,  joint venture,
         trust or other enterprise, shall be determined in the sole and absolute
         discretion of the Board of Directors of the Corporation."
















 














                                      14

<PAGE>

                                     PART II
               INFORMATION REQURIED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

         The  documents  listed in (a)  through  (g) below are  incorporated  by
reference in the Registration Statement. All documents subsequently filed by the
Registrant  pursuant to Section  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be part
thereof from the date of filing of such documents.

         (a) The  Registrant's  latest annual  report filed  pursuant to Section
13(a) or 15 (d) of the Exchange Act, or, in the case of the  Registrant,  either
(1) the latest  prosepcturs  filed  pursuant to Rule 424(b) under the Securities
Act of 1933, as amended ("the Act") that contains audited  financial  statements
for the  Registrant's  latest  fiscal year for which such  statements  have been
filed or (2) the Registrant's  effective registration statement on Form 10 or 30
F filed under the Exchange Act containing  audited financial  statements for the
Registrant's latest fiscal year.

         (b) the  Registrant's  Quarterly  Report on Form  10-Q for the  quarter
ended June 30, 1995.

         (C) the  Registrant's  Quarterly  Report on Form  10-Q for the  quarter
ended September 30, 1995.

         (d)the Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1995.

         (e) the  Registrant's  Quarterly  Report on Form  10-Q for the  quarter
ended March 31, 1996.

         (f) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange  Act since  the end of the  fiscal  year  covered  by the  Registrant's
document referred to in (a) above.
















                                       i.


<PAGE>


         (g) The  description  of the  Common  Stock  of the  Company  which  is
contained in a Registration  Statement  filed under the Exchange Act,  including
any amendment or report filed for the purpose of updating such description.

Item 4. Description of Securities

         A  description  of the  Registrant's  securities  is set  forth  in the
Prospectus incorporated as a part of this Registration Statement.

 
Item 5. Interests of Named Experts and Counsel

         Not Applicable.

Item 6. Indemnification of Directors and Officers

         Article X of the Articles of  Incorporation  of the Company provides as
follows:

         "The  Corporation  shall  indemnify to the fullest extent  permitted by
         Delaware Statute 145, as may be amended from time to time, any director
         or officer of the Corporation who is a party or who is threatened to be
         made  a  party  to any  proceeding  which  is  threatened,  pending  or
         completed  action or suit  brought  against said officer or director in
         his  official  capacity.  This  Corporation  shall  not  indemnify  any
         director  or  officer  in any  action or suit,  threatened,  pending or
         completed  brought by him  against  the  Corporation,  in the event the
         officer or director is not the prevailing party. Indemnification of any
         other  persons,  such as  employees  or agents of the  Corporation,  or
         serving  at  the  request  of the  Corporation  as  director,  officer,
         employee or agent of another Corporation,  partnership,  joint venture,
         trust or other enterprise, shall be determined in the sole and absolute
         discretion of the Board of Directors of the Corporation."

         Insofar as indemnification for liabilities arising under the Act may be
permitted to  Directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and Exchange  Commission,  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the Registrant of












                                       ii.


<PAGE>



expenses  incurred or paid by a Director,  officer or controlling  person of the
Registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such Director,  officer or controlling person in connection with the
securities being  registered,  the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Item 7.Exemption from Registration Claimed.

         Inasmuch as the Consultants that received the Options of the Registrant
were  knowledgeable,  sophisticated and had access to comprehensive  information
relevant to the Registrant,  such  transaction was undertaken in reliance on the
exemption from registration  provided by Section 4(2) of the Act. As a condition
precedent to such grant,  the Consultants were required to express an investment
intent  and  consent to the  imprinting  of a  restrictive  legend on each Stock
certificate  to be  received  from  the  Registrant  except  upon  sale  of  the
underlying Shares of Common Stock pursuant to a registration statement.

Item 8. Exhibits

Exhibit           Description
(4)               Consulting Agreement between the Company and
                  TLD3 Investment Group, Inc. dated January 1,
                  1996.

(5)               Opinion of Brenda Lee Hamilton Esquire relating
                  to the issuance of the securities pursuant to
                  the above Consulting Agreement.

(23.1)            Consent of such counsel included in the opinion
                  filed as exhibit (5) hereto.

(23.2)            Consent of independent certified public
                  accountants.

Item 9.  Undertakings

         (1) The undersigned Registrant hereby undertakes:













                                      iii.
                                                     

<PAGE>



                  (a) To file, during any period in which offerings or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement;

                  (b) That, for the purposes of determining  any liability under
the  Act,  each  such  post-effective  amendment  shall  be  deemed  to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and

                  (C) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (2) The undersigned  Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (3) Insofar as  indemnification  for liabilities  arising under the Act
may  be  permitted  to  Directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities and Exchange  Commission,
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a Director,  officer or  controlling  person of the Registrant in the
successful  defense of any action,  suit or proceeding) is asserted by Director,
officer  or  controlling   person  in  connection  with  the  securities   being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.












                                       iv.



<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form S- 8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Redwood City, California, on the day of , 1996.


                                       WHITESTONE INDUSTRIES, INC.


                                       By:/s/Donald Yu
                                          --------------------
                                          Donald Yu
                                          President and Chief
                                          Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

  Signature                 Title                    Date

/s/Donald Tu
- -------------
Donald Yu               President, Principal       May 30, 1996
                        Executive Officer,
                        Principal Financial
                        and Accounting Offi-
                        cer, Treasurer and
                        Director

/s/George Eshoo
- ---------------
George Eshoo              Director                 May 30, 1996
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 42473}]
{"company-data": {"conformed-name": "WHITESTONE INDUSTRIES INC", "cik": "0000838796", "assigned-sic": "1311", "irs-number": "752228828", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05215", "film-number": "96576883"}, "business-address": {"street1": "702 MARSHALL STREET", "city": "REDWOOD CITY", "state": "CA", "zip": "94063", "phone": "4153647030"}, "former-company": {"former-conformed-name": "FORTUNISTICS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on May 31,1996.
                                                      File No. 333-
                                                                    ---------
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        --------------------------------
                                    FORM S-8

                                                
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                           WHITESTONE INDUSTRIES, INC.
               (exact name of issuer as specified in its charter)

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

702 Marshall Street
Redwood  City, California                             94063
(Address of principal executive offices)              (Zip Code)

              CONSULTING AGREEMENT WITH TLD3 INVESTMENT GROUP INC.
                            (Full title of the plan)

                                    Donald Yu
                         702 Marshall Street, Suite 500
                         Redwood City, California 94063
                                 (415) 364-7030
                     (Name and address of agent for service)

                                    Copy to:
                            Brenda Lee Hamilton, Esq.
                            555 S. Federal, Suite 400
                            Boca Raton, Florida 33423
                                 (407) 392-4868

                                       1
CALCULATION OF REGISTRATION FEE
                                       Proposed   Proposed
                                       maximum    maximum
                                       offering   aggregate    Amount of
Title of securities   Amount to be     price per  offering     registration
to be registered      registered(1)    share(1)   price(1)     fee(1)
- --------------------------------------------------------------------------------
================================================================================
Common Stock
($.0001 par value)    130,000 shares    $2.00      $260,000.00  $329.31

================================================================================

(1)  Pursuant to Rule 457 (h) and Rule 457 (c), the maximum  offering  price was
calculated based upon the average of the bid and asked price of the Registrant's
Common  Stock in the over - the - counter  market on May 30,  1996,  but  giving
effect to the one for ten (1:10) that was effective on February 2, 1996.

                                       2
WHITESTONE INDUSTRIES, INC.,

CROSS REFERENCE SHEET REQUIRED BY ITEM 501 (b) OF REGULATION S-K

FORM S-8 ITEM NUMBER
AND CAPTION                             CAPTION IN PROSPECTUS
- ---------------------                   --------------------- 
1. Forepart of Registration State-       Facing page of Registration
   ment and Outside Front Cover          Statement and Cover Page
   Page of Prospectus                    of Prospectus

2. Inside Front and Outside              Inside Cover Page of
   Back Cover Pages Of Prospectus        Prospectus and Outside
                                         Cover Page of Prospectus
3. Summary Information, Risk Fac-
   tors and Ratio of Earnings to         Not Applicable
   Fixed Charges

4. Use of Proceeds                       Not Applicable

5. Determination of Offering Price       Not Applicable

6. Dilution                              Not Applicable

7. Selling Security Holders              Sales by Selling Security
                                         Holders

8. Plan of Distribution                  Cover Page of Prospectus
                                         and Sales by Selling
                                         Security Holders

9. Description of Securities to be       Description of
   Registered                            Securities; Consulting
                                         Agreement

10.Interests of Named Experts and        Legal Matters
   Council

11.Material Charges                      Not Applicable

12.Incorporation of Certain Infor-       Incorporation of Certain
   mation by Reference                   Documents by Reference

13.Disclosure of Commission Posi-        Indemnification of Direc-
   tion on Indemnification for           tors and Officers; Under-
   Securities Act Liabilities            takings

                                       3
PROSPECTUS
                           WHITESTONE INDUSTRIES, INC.
                         130,000 Shares of Common Stock
                               ($ .0001 par value)

       Issued Pursuant to a Consulting Agreement with TLD3 Investment Group Inc.
after Giving Effect to a 1 for 10 Reverse  Stock Split of the  Company's  Common
Stock.

       This  Prospectus is part of a Registration  Statement  which registers an
aggregate 130,000 shares of Common Stock, $ .0001 par value (the "Common Stock")
of Whitestone  Industries,  Inc., (the "Company") which have been issued to TLD3
Investment Group Inc. (the "Consultant"),  a Consultant to the Company, pursuant
to a written Consulting  Agreement dated January 1,1996, as amended ("Consulting
Agreement")  providing for the issuance of 130,000  shares of Common Stock.  The
130,000  shares of Common Stock are referred to as the  "Consultant  Shares" and
the number of  Consultant  Shares are  calculated  based upon a 1 for 10 reverse
stock Split of the  Company's  Common  Stock which was  effective on February 2,
1996. The Consultant  Shares will be issued in the name of the Consultant.  Such
selling  Stockholder  in  relation  to the sale of the  Shares  may  hereinafter
sometimes be referred to as the "Selling Security Holder." All of the Consultant
Shares are being  issued to the Selling  Security  Holder  pursuant to a written
compensation  contract.  The  Company has been  advised by the Selling  Security
Holder that it may sell all or a portion of the shares of Consultant Shares from
time  to  time in the  over-the-  counter  market  in  negotiated  transactions,
directly or through  brokers or otherwise,  and that such shares will be sold at
market prices prevailing at the time of such sales or at negotiated  prices, and
the Company will not receive any proceeds from such sales.

       No person has been  authorized by the Company to give any  information or
to make any representation other than contained in this Prospectus, and if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any

                                       4
distribution of the Consultant  Shares issuable under the terms of the Agreement
shall,  under any  circumstances,  create any implication that there has been no
change in the affairs of the Company since the date hereof.

       THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  ON THE  ACCURACY  OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

       THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFER TO SELL  SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

                   The date of this Prospectus is May 30, 1996

                              AVAILABLE INFORMATION

        The  Company  is  subject  to  the  informational  requirements  of  the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance therewith, files reports, proxy statements and other information with
the  Securities  and Exchange  Commission  (the  "Commission").  Reports,  proxy
statements and other  information filed with the Commission can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W.,  Washington,  D.C. 20549.  Copies of this material can also be obtained at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Company's  Common  Stock is  traded  in the  over-the-counter  market on the OTC
Bulletin Board under the symbol "WHSN."

        The Company has filed with the  Commission a  Registration  Statement on
Form S-8 (the  "Registration  Statement")  under the  Securities Act of 1933, as
amended  (the  "Act"),  with  respect  to an  aggregate  130,000  shares  of the
Company's  Common Stock, to be issued to the Consultant of the Company  pursuant
to  the  Consulting  Agreement.  This  Prospectus,   which  is  part  I  of  the
Registration Statement,  omits certain information contained in the Registration
Statement. For further information with respect to the Company and the shares of
the  Common  Stock  offered  by  this  Prospectus,  reference  is  made  to  the
Registration  Statement,  including  the  exhibits  hereto.  Statements  in this
Prospectus as to any document are not necessarily  complete,  and where any such

                                       5
document  is an exhibit to the  Registration  Statement  or is  incorporated  by
reference  herein,  each such  statement  is  qualified  in all  respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full  statement  of the  provisions  thereof.  A copy of the  Registration
Statement,  with  exhibits,  may be  obtained  from the  Commission's  office in
Washington,  D.C. (at the above address) upon payment of the fees  prescribed by
the rules and regulations of the Commission, or examined there without charge.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents  filed by the Company with the  Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:

         1. The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1994; and

         2. The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1995.

         3. The Company's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 1995.

         4. The Company's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1995.

         5. The Company's Quarterly Report on Form 10-QSB for the
quarter ended December 31, 1995.

         6. The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1996.

         All reports and documents filed by the Company  pursuant to Section 13,
14 or 15 (d) of the  Exchange  Act,  prior  to the  filing  of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  by  reference  herein and to be a part hereof from the  respective
date for filing such documents.  Any statement  incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document,  which also is or is deemed to be  incorporated  by reference  herein,

                                       6
modifies or supersedes  such  statement.  Any  statement  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this Prospectus.

         The Company hereby undertakes to provide without charge to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written or oral request of any such person,  a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests for such copies should be directed to Corporate  Secretary,  Whitestone
Industries Inc., 702 Marshall Street,  Redwood City, California 94063; Telephone
Number (415)-364-7030.

                                   THE COMPANY

         Whitestone Industries Inc. ("the Company") was organized under the laws
of the State of Delaware on April 19, 1988 under the name  Fortunistics Inc. The
Company  originally  engaged in the  acquisition  and development of oil and gas
properties,  interests  and  production  and the  sale and  disposition  of such
properties,  interests and production.  The Company began operations in 1993 and
since that time, the Company's  drilling  activities  were limited to small work
overs on existing wells. Subsequently, the Company disposed of all its interests
in its oil and gas properties.

         On December 7, 1995,  the Company,  Whitestone  Group,  Ltd., a British
Virgin Islands  Limited  Partnership  organized under the laws of British Virgin
Islands  ("W.G.L."),   Golden  Bear  Entertainment   Corporation,  a  California
Corporation  ("GBEC") and Donald Yu,  ("Yu")  entered into a Stock  Purchase and
Exchange Agreement (the "Agreement"). 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 WII 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 in 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

                                       7
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  24,000,000
shares of Common  Stock of the Company.  At that time,  the Common Stock and the
Series A Preferred  Stock issued to Mr. Yu represented  approximately  79.89% of
the outstanding capital stock interest of the Company.

         On January 23,  1996,  Mr. Yu converted  400,000  shares of his 500,000
shares of Preferred Stock into 19,200,000  shares of Common Stock  (Pre-Split or
1,920,000 shares of Common Stock  Post-Split),  however,  these shares of Common
Stock were not issued to Mr. Yu until the  effective  date of the reverse  stock
split of the Company's Common Stock, which was effective on February 2, 1996. On
January  28,  1996,  the Board of  Directors  of the  Company  and the  Majority
Shareholder of the Company amended the Statement of Designation for the Series A
Preferred  Stock to provide  that as of January 28,  1996,  the number of Common
Stock into  which the Series A  Preferred  Stock may be  converted  would not be
affected by the reverse stock split.  Thus,  Mr. Yu would be entitled to convert
his remaining  100,000 shares of Series A Preferred Stock into 4,800,000  shares
of Common Stock.

         GBEC,  which is now a  wholly-owned  subsidiary  of the Company and the
only asset of the Company,  is a newly  organized  California  Corporation  that
intends to manufacture,  develop,  market and sell certain video and interactive
games. The products are intended to be both educational and interactive and will
be  designed  to appeal to parents'  concerns  of  education  as well as fun for
children.  It is  GBEC's  intent  to  focus  its  efforts  in  two  major  areas
interactive products and communications. GBEC owns certain intellectual property
rights to four toys that are being  developed  by the  Company.  It also has the
exclusive  worldwide  licensing  rights to use,  make, or have made and sell two
additional electronic toys.

                              CONSULTING AGREEMENT
General

         On January 1, 1996,  the Company  entered into a  Consulting  Agreement
with TLD3  Investment  Group Inc.  to which the  Company  agreed to issue to the
Consultant  130,000  shares  of  Common  Stock of the  Company  (post-split)  in
consideration for certain consulting services to be provided to the Company over
an  anticipated  one year  period  commencing  as of the date of the  Consulting

                                       8
Agreement.  Initial services  relative to the performance under the terms of the
Consulting  Agreement have already commenced.  Under the Terms of the Consulting
Agreement, the Consultant is to provide the following consulting services to the
Company (i) identification,  evaluation,  structure,  negotiation and closing of
business acquisitions, consolidations, mergers and strategic alliances; and (ii)
technical and analytical consulting concerning management,  marketing, corporate
organization  and  structure,  and  expansion of services.  The  Consultant is a
Florida  Corporation  whose  sole  shareholder,  director  and  officer  is  Tom
DiStefano III. During the initial phase of the Agreement,  Mr. Distefano intends
to spend a predominant amount of his time in his duties for the Company.

Federal Income Tax Effects

         The following  discussion applies to the Consultant Shares issued under
the Consulting Agreement and is based on Federal Income Tax laws and regulations
in effect on December 31, 1995. In connection  with their issuance of Consultant
Shares as  compensation  payable to the  Consultant  pursuant  to he  Consulting
Agreement,  the  Consultant  must include in gross income the excess of the fair
market  value of the property  received  over the amount,  if any,  paid for the
property.  in the  first  taxable  year in  which  the  Consultant's  beneficial
interest  in the  property  either is  "transferrable"  or is not  subject  to a
"substantial  risk of forfeiture." A substantial risk of forfeiture exists where
rights and property  that have been  transferred  are  conditioned,  directly or
indirectly,  upon the future  performance  (or refraining  from  performance) of
substantial  services by any person, or the occurrence of a condition related to
the purpose of the transfer, and the possibility of forfeiture is substantial if
such condition is not satisfied.  Consultant  Shares received by a person who is
subject  to the  short  swing  profit  recovery  rule of  Section  16(b)  of the
Securities  Exchange Act of 1934 is considered  subject to a substantial risk of
forfeiture  so long as the sale of such  property at a profit could  subject the
Stockholder to suit under that section. The rights of the Consultant are treated
as  transferrable  if and  when the  Consultant  can  sell,  assign,  pledge  or
otherwise  transfer any interest in the Consultant  Shares to any person.  In as
much as the Consultant  would not be subject to the short swing profit  recovery
rule of Section 16 (b) of the Securities Exchange Act of 1934 and the Consultant
Shares,  upon  receipt  following  satisfaction  of condition  prerequisites  to
receipt,  will be presently  transferrable and not subject to a substantial risk

                                       9
of forfeiture,  the Consultant would be obligated to include in gross income the
fair market value of the  Consultant  Shares  received  once the  conditions  to
receipt of the Consultant Shares are satisfied.

Restrictions Under Securities Laws

         The sale of any Shares of Common  Stock  acquired  upon the exercise of
the Options must be made in compliance with Federal and State  securities  laws.
Officers,  directors and 10% or greater  Stockholders of the Company, as well as
certain  other  persons or parties who may be deemed to be  "affiliates"  of the
Company  under the  Federal  Securities  Laws,  should be aware that  resales by
affiliates  can only be made  pursuant to an effective  Registration  Statement,
Rule 144 or any  other  applicable  exemption.  Officers  directors  and 10% and
greater  Stockholders  are also  subject to the  "short  swing"  profit  rule of
Section  16(b) of the Exchange  Act of 1934.  Section 16 (b) of the Exchange Act
Generally provides that if any Officer, director, or 10% and greater Stockholder
sold any Common  Stock of the Company  acquired  pursuant  to the  exercise of a
Stock  option or warrant,  he would  generally be required to pay to the Company
any  "profits"  resulting  from the sale of the Stock and  receipt  of the Stock
option.  Section 16 (b)  exempts  all  option  exercises  from being  treated as
purchases  and,  instead,  treats a option grant as a purchase of the underlying
security,  which  grant/purchase  may be matched with any sale of the underlying
security within six months of the date of grant.

                        SALES BY SELLING SECURITY HOLDER

         The following table sets forth the name of the Selling Security Holder,
the amount of Shares of Common Stock held  directly or  indirectly,  the maximum
amount of Shares of Common Stock to be offered by the Selling  Security  Holder,
the amount of Common Stock to be owned by the Selling  Security Holder following
sale of such Shares of Common Stock and the percentage of Shares of Common Stock
to be owned by the Selling Security Holder following completion of such offering
(based on 4,784,534 Shares of Common Stock of the Company outstanding at May 30,
1996 taking in to account the reverse-split which occurred on February 2, 1996).

                                                 Shares to be    Percentage
Name of Selling     Number of      Shares to     owned after     to be owned
Security holder     Shares Owned   be offered    Offering        after offering
- ---------------     ------------   ----------    --------        --------------
TLD3 Investment     130,000           130,000       -0-                 --
Group, Inc.

                                       10
DESCRIPTION OF SECURITIES

         The  Company  is  currently  authorized  to issue up to  20,000,000,000
Shares of Common  Stock,  $.0001  par  value,  of which  4,784,534  Shares  were
outstanding  as of May 30, 1996.  The Company is also  authorized to issue up to
1,000,000 Shares of Preferred Stock, $.01 par value, of which 900,000 Shares are
issued or outstanding as of May 30, 1996.

Common Stock

         Subject to the dividend rights of the holders of Preferred Stock,  upon
any  subsequent  autorization  thereof,  holders  of Shares of Common  Stock are
entitled to Share, on a ratable basis,  such dividends as may be declared by the
Board of Directors out of funds legally  available  therefor.  Upon liquidation,
dissolution or winding up of the Company, after payment to creditors and holders
of Preferred  Stock that may be  outstanding,  the assets of the Company will be
divided pro rata on a per share basis amoung the holders of the Common Stock.

         Each share of Common Stock  entitles  the holders  thereof to one vote.
Holders of Common Stock do not have  cumulative  voting  rights which means that
the holders of more than 50% of the Shares  voting for the election of Directors
can elect all of the Directors if they choose to do so, and, in such event,  the
holders of the  remaining  Shares will not be able to elect any  Directors.  The
ByLaws of the Company  require that only one-third of the issued and outstanding
Shares of Common Stock of the Company need be represented to constitute a quorum
and to transact  business at a  Stockholders'  meeting.  The Common Stock has no
preemptive,  subscription  or  conversion  rights and is not  redeemable  by the
Company.

Preferred Stock

         On  December  6, 1995,  the Company  designated  500,000  Shares of its
Preferred  Stock,  par value $.01,  as "Series A  Convertible  Voting  Preferred
Stock" (the  "Series A Preferred  Stock").  The Series A Preferred  Stock has no
dividend or preemptive  rights and is not be subject to a right of redemption on
the part of the Company at any time.

         Holders  of the  Series A  Preferred  Stock  have the  right,  at their
option,  to convert  each share of Series A Preferred  Stock into Common  Stock,

                                       11
calculated  as to  each  conversion  to  the  nearest  share  at any  time  at a
conversion ratio of fourty-eight  (48) Shares of the Common Stock for each share
of  Series A  Preferred  Stock.  No  fractional  share or scrip  representing  a
fractional  share  will be isssued  upon  conversion  of the Series A  Preferred
Stock. Through January 27, 1996, in the event of any  reclassification,  merger,
consolidation  or change of Shares of the Series A  Preferred  Stock  and/or the
Common Stock,  the Company shall make  adjustments to the conversion ratio which
shall  be as  nearly  equivalent  to  that  stated  above  as may be  practical.
Subsequent to January 28, 1996, no  adjustments  to the  conversion  ratio would
occur in the event of a reverse Stock split of the Common Stock.

         The Series A Preferred  Stock  shall be  automatically  converted  into
Shares of the  Company's  Common  Stock at such time as the  Company  amends its
Certificate of Incorporation  to increase its authorized  Common Stock to permit
the conversion of the Series A Preferred Stock into Shares of Common Stock.  The
Company agrees  expenditiously  to secure approval of its  Stockholders for such
amendment to its Certification of Incorporation.

         The Series A Preferred Stock is currently subject adjustment in certain
events,   including  (i)  the  issuance  of  Capital  Stock  as  a  dividend  or
distribution  on Common Stock,  (ii)  subdivision,  combinations,  reverse Stock
splits and  reclassification  of the Common Stock,  (iii) the fixing of a record
date for the  issuance  to all  holders  of Common  Stock of rights or  warrants
entitling  them (for a period  expiring  within 45 days of such record  date) to
subscribe  for  Common  Stock,  and (iv)  the  fixing  of a record  date for the
distribution  to all  holders of Common  Stock of evidance  of  indebtedness  or
assets (other than cash  dividends) of the Company's or  subscription  rights or
warrants (other than those referred to above).

          In addition to any voting  rights  provided by law,  each share of the
Series A Preferred Stock shall be entitled to 48 votes on all matters  submitted
to a vote of the Stockholders of the Company.  Unless the vote or consent of the
holders of a greater  number of Shares is  required  by law,  the consent of the
holders of at least a majority of all the Series A  Preferred  Stock at the time
outstanding  shall be  necessary  to  change,  alter or revoke  the  rights  and
preference  conferred  on the Series A  Preferred  Stock by the  Certificate  of
Incorporation  or  these  resolutions  or  to  adopt  any  amendment  materially
adversely affecting the rights of the holders of the Series A Preferred Stock.

                                       12
In the  event of the  liquidation,  dissolution  or  winding  up of the
Company,  holders of the Series A Preferred  Stock shall be entitled to receive,
after due payment or provision  for payment for the debts and other  liabilities
of the Company,  a liquidating  distribution  before and any distribution may be
made to  holders of Common  Stock of the  Company.  The  holders of the Series A
Preferred Stock  outstanding shall be entitled to receive an amount equal to the
greater  $.01 per share,  or the  liquidation  payment per share of Common Stock
multiplied by a factor of 48, plus  declared  dividends to the date of the final
distribution,  whether  or not such  liquidation,  dissolution  or winding up is
voluntary or involuntary on the part of the Company.  Any Shares of the Series A
Preferred Stock which at any time have been redeemed or converted,  shall, after
such  redemption  or  conversion,  be  automatically  retired and shall have the
status of authorized but unissued Shares of Preferred Stock, without designation
as to class or series,  until such Shares are once more  designated as part of a
particular class or series by the Board of Directors.

Over-The-Counter Market

         The Company's Common Stock is traded on the over-the-counter  market on
the OTC Bulletin Board of NASDAQ under the symbol 'WHSN.'

Transfer Agent

         The Company's Transfer Agent is Securities  Transfer  Corporation whose
address is 16910 Dallas Parkway, Suite 10, Dallas, Texas 75248.

                         LEGAL MATTERS

         Certain legal matters in connection  with the securities  being offered
hereby will be passed upon for the Company by Brenda Hamilton, Esquire.

                            EXPERTS

         The  financial  statements  of the Company  appearing in the  Company's
Annual  Report on Form 10-KSB for the year ended  December 31, 1994 and the year
ending  December  31,  1995 have been  audited  by  Feldman  Radin & Co.,  P.C.,
independent certified public accountants,  as set forth in their report thereon,
included  therein,   and  incorporated  herein  by  reference.   Such  financial
statements are, and audited financial  statements to be included in subsequently

                                       13
filed  documents  will be,  incorporated  herein in reliance upon the reports of
Feldman,  Radin & Co., P.C.  pertaining  to such  financial  statements  (to the
extent covered by consents  filed with the  Securities and Exchange  Commission)
given upon the authority of such firm as experts in accounting and auditing.

                                 INDEMNIFICATION

         Article X of the Articles of  Incorporation  of the Company provides as
follows:

         "The  Corporation  shall  indemnify to the fullest extent  permitted by
         Delaware Statute 145, as may be amended from time to time, any director
         or officer of the Corporation who is a party or who is threatened to be
         made  a  party  to any  proceeding  which  is  threatened,  pending  or
         completed  action or suit  brought  against said officer or director in
         his  official  capacity.  This  Corporation  shall  not  indemnify  any
         director  or  officer  in any  action or suit,  threatened,  pending or
         completed  brought by him  against  the  Corporation,  in the event the
         officer or director is not the prevailing party.  Indemnifcation of any
         other  persons,  such as  employees  or agents of the  Corporation,  or
         serving  at  the  request  of the  Corporation  as  director,  officer,
         employee or agent of another Corporation,  partnership,  joint venture,
         trust or other enterprise, shall be determined in the sole and absolute
         discretion of the Board of Directors of the Corporation."

 

                                      14
PART II
               INFORMATION REQURIED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

         The  documents  listed in (a)  through  (g) below are  incorporated  by
reference in the Registration Statement. All documents subsequently filed by the
Registrant  pursuant to Section  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be part
thereof from the date of filing of such documents.

         (a) The  Registrant's  latest annual  report filed  pursuant to Section
13(a) or 15 (d) of the Exchange Act, or, in the case of the  Registrant,  either
(1) the latest  prosepcturs  filed  pursuant to Rule 424(b) under the Securities
Act of 1933, as amended ("the Act") that contains audited  financial  statements
for the  Registrant's  latest  fiscal year for which such  statements  have been
filed or (2) the Registrant's  effective registration statement on Form 10 or 30
F filed under the Exchange Act containing  audited financial  statements for the
Registrant's latest fiscal year.

         (b) the  Registrant's  Quarterly  Report on Form  10-Q for the  quarter
ended June 30, 1995.

         (C) the  Registrant's  Quarterly  Report on Form  10-Q for the  quarter
ended September 30, 1995.

         (d)the Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1995.

         (e) the  Registrant's  Quarterly  Report on Form  10-Q for the  quarter
ended March 31, 1996.

         (f) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange  Act since  the end of the  fiscal  year  covered  by the  Registrant's
document referred to in (a) above.

                                       i.
(g) The  description  of the  Common  Stock  of the  Company  which  is
contained in a Registration  Statement  filed under the Exchange Act,  including
any amendment or report filed for the purpose of updating such description.

Item 4. Description of Securities

         A  description  of the  Registrant's  securities  is set  forth  in the
Prospectus incorporated as a part of this Registration Statement.

 
Item 5. Interests of Named Experts and Counsel

         Not Applicable.

Item 6. Indemnification of Directors and Officers

         Article X of the Articles of  Incorporation  of the Company provides as
follows:

         "The  Corporation  shall  indemnify to the fullest extent  permitted by
         Delaware Statute 145, as may be amended from time to time, any director
         or officer of the Corporation who is a party or who is threatened to be
         made  a  party  to any  proceeding  which  is  threatened,  pending  or
         completed  action or suit  brought  against said officer or director in
         his  official  capacity.  This  Corporation  shall  not  indemnify  any
         director  or  officer  in any  action or suit,  threatened,  pending or
         completed  brought by him  against  the  Corporation,  in the event the
         officer or director is not the prevailing party. Indemnification of any
         other  persons,  such as  employees  or agents of the  Corporation,  or
         serving  at  the  request  of the  Corporation  as  director,  officer,
         employee or agent of another Corporation,  partnership,  joint venture,
         trust or other enterprise, shall be determined in the sole and absolute
         discretion of the Board of Directors of the Corporation."

         Insofar as indemnification for liabilities arising under the Act may be
permitted to  Directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and Exchange  Commission,  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the Registrant of

                                       ii.
expenses  incurred or paid by a Director,  officer or controlling  person of the
Registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such Director,  officer or controlling person in connection with the
securities being  registered,  the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Item 7.Exemption from Registration Claimed.

         Inasmuch as the Consultants that received the Options of the Registrant
were  knowledgeable,  sophisticated and had access to comprehensive  information
relevant to the Registrant,  such  transaction was undertaken in reliance on the
exemption from registration  provided by Section 4(2) of the Act. As a condition
precedent to such grant,  the Consultants were required to express an investment
intent  and  consent to the  imprinting  of a  restrictive  legend on each Stock
certificate  to be  received  from  the  Registrant  except  upon  sale  of  the
underlying Shares of Common Stock pursuant to a registration statement.

Item 8. Exhibits

Exhibit           Description
(4)               Consulting Agreement between the Company and
                  TLD3 Investment Group, Inc. dated January 1,
                  1996.

(5)               Opinion of Brenda Lee Hamilton Esquire relating
                  to the issuance of the securities pursuant to
                  the above Consulting Agreement.

(23.1)            Consent of such counsel included in the opinion
                  filed as exhibit (5) hereto.

(23.2)            Consent of independent certified public
                  accountants.

Item 9.  Undertakings

         (1) The undersigned Registrant hereby undertakes:

                                      iii.
(a) To file, during any period in which offerings or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement;

                  (b) That, for the purposes of determining  any liability under
the  Act,  each  such  post-effective  amendment  shall  be  deemed  to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and

                  (C) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (2) The undersigned  Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (3) Insofar as  indemnification  for liabilities  arising under the Act
may  be  permitted  to  Directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities and Exchange  Commission,
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a Director,  officer or  controlling  person of the Registrant in the
successful  defense of any action,  suit or proceeding) is asserted by Director,
officer  or  controlling   person  in  connection  with  the  securities   being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       iv.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form S- 8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Redwood City, California, on the day of , 1996.

                                       WHITESTONE INDUSTRIES, INC.

                                       By:/s/Donald Yu
                                          --------------------
                                          Donald Yu
                                          President and Chief
                                          Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

  Signature                 Title                    Date

/s/Donald Tu
- -------------
Donald Yu               President, Principal       May 30, 1996
                        Executive Officer,
                        Principal Financial
                        and Accounting Offi-
                        cer, Treasurer and
                        Director

/s/George Eshoo
- ---------------
George Eshoo              Director                 May 30, 1996