SC 13G 1 c34705_sc13g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* China Unistone Acquisition Corporation -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.0001 Par Value -------------------------------------------------------------------------------- (Title of Class of Securities) 16945P 10 8 -------------------- (CUSIP Number) November 26, 2004 ----------------------------------------------------------------- Date of Event Which Requires Filing of this Statement Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 14

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Page 7 of 14 ITEM 1. (a) Name of Issuer: China Unistone Acquisition Corporation (b) Address of Issuer's Principal Executive Offices: 4 Columbus Circle 5th Floor New York, New York 10019 ITEM 2.

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ITEM 3. If this statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company as registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G). (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). Page 9 of 14 ITEM 4. OWNERSHIP. The reporting persons purchased units (the "Units"). Each Unit consists of one share of common stock, $0.0001 par value per share (the "Common Stock"), and two redeemable common stock purchase warrants (the "Warrants"). Each Warrant entitles the holder to purchase one share of Common Stock at a price of $5.00. Each Warrant becomes exercisable on the later to occur of the Issuer's completion of a business combination, or November 18, 2005, and expires on November 17, 2008, or earlier upon redemption. 1. Woodland Partners: (a) Amount Beneficially Owned: 80,000(1,2) shares. (b) Percent of Class: 1.9% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 80,000(1,2) shares. (ii) shared power to vote or to direct the vote: 0 shares. (iii) sole power to dispose or to direct the disposition of: 80,000(1,2) shares. (iv) shared power to dispose or to direct the disposition of: 0 shares. 2. Barry Rubenstein: (a) Amount Beneficially Owned: 254,000(1,2,3,4,5,6,7) shares. Barry Rubenstein is a general partner of Seneca Ventures, Woodland Venture Fund and Woodland Partners and an officer and director of Woodland Services Corp. Mr. Rubenstein is the husband of Marilyn Rubenstein. (b) Percent of Class: 6.0% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares. (ii) shared power to vote or to direct the vote: 254,000(1,2,3,4,5,6,7) shares. (iii) sole power to dispose or to direct the disposition of: 0 shares. (iv) shared power to dispose or to direct the disposition of: 254,000 (1,2,3,4,5,6,7) shares. 3. Marilyn Rubenstein: (a) Amount Beneficially Owned: 254,000(1,2,3,4,5,6,7) Marilyn Rubenstein is a general partner of Woodland Partners and an officer of Woodland Services Corp. Marilyn Rubenstein is the wife of Barry Rubenstein. (b) Percent of Class: 6.0% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares. (ii) shared power to vote or to direct the vote: 254,000(1,2,3,4,5,6,7) shares. (iii) sole power to dispose or to direct the disposition of: 0 shares. (iv) shared power to dispose or to direct the disposition of: 254,000(1,2,3,4,5,6,7) shares. ------------------------------ 1 Includes 80,000 shares of Common Stock owned by Woodland Partners. 2 Does not include 160,000 shares of Common Stock issuable upon the exercise of the Warrants held by Woodland Partners. 3 Includes 87,000 shares of Common Stock owned by Woodland Venture Fund. 4 Does not include 174,000 shares of Common Stock issuable upon the exercise of the Warrants held by Woodland Venture Fund. Page 10 of 14 4. Woodland Venture Fund: (a) Amount Beneficially Owned: 87,000(3,4) shares. (b) Percent of Class: 2.1% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 87,000(3,4) shares. (ii) shared power to vote or to direct the vote: 0 shares. (iii) sole power to dispose or to direct the disposition of: 87,000(3,4) shares. (iv) shared power to dispose or to direct the disposition of: 0 shares. 5. Seneca Ventures: (a) Amount Beneficially Owned: 87,000(5,6) shares. (b) Percent of Class: 2.1% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 87,000(5,6) shares. (ii) shared power to vote or to direct the vote: 0 shares. (iii) sole power to dispose or to direct the disposition of: 87,000(5,6) shares. (iv) shared power to dispose or to direct the disposition of: 0 shares. 6. Woodland Services Corp.: (a) Amount Beneficially Owned: 174,000(3,4,5,6,7) shares. Woodland Services Corp. is a general partner of Seneca Ventures and Woodland Venture Fund. (b) Percent of Class: 4.1% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares. (ii) shared power to vote or to direct the vote: 174,000(3,4,5,6,7) shares. (iii) sole power to dispose or to direct the disposition of: 0 shares. (iv) shared power to dispose or to direct the disposition of: 174,000(3,4,5,6,7) shares. A Joint Filing Agreement is attached hereto as Exhibit A. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [ ] INSTRUCTION: Dissolution of a group requires a response to this item. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable. ------------------------------ 5 Includes 87,000 shares of Common Stock owned by Seneca Ventures. 6 Does not include 174,000 shares of Common Stock issuable upon the exercise of the Warrants held by Seneca Ventures. 7 The reporting person disclaims beneficial ownership of these securities except to the extent of his/her/its equity interest therein. Page 11 of 14 ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. Not Applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not Applicable. ITEM 10. CERTIFICATION. (b) The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(c): By signing below each party certifies that, to the best of his/her/its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 12 of 14 SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: December 3, 2004 WOODLAND VENTURE FUND By:/s/ Barry Rubenstein ------------------------------------- Barry Rubenstein, a General Partner SENECA VENTURES By:/s/ Barry Rubenstein ------------------------------------- Barry Rubenstein, a General Partner WOODLAND PARTNERS By:/s/ Barry Rubenstein ------------------------------------- Barry Rubenstein, a General Partner WOODLAND SERVICES CORP. By:/s/ Barry Rubenstein ------------------------------------- Barry Rubenstein, President /s/ Barry Rubenstein ---------------------------------------- Barry Rubenstein /s/ Marilyn Rubenstein ---------------------------------------- Marilyn Rubenstein ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) Page 13 of 14 13G EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G with respect to the securities of China Unistone Acquisition Corporation and any further amendments thereto executed by each and any of us shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Dated: December 3, 2004 WOODLAND VENTURE FUND By:/s/ Barry Rubenstein ------------------------------------- Barry Rubenstein, a General Partner SENECA VENTURES By:/s/ Barry Rubenstein ------------------------------------- Barry Rubenstein, a General Partner WOODLAND PARTNERS By:/s/ Barry Rubenstein ------------------------------------- Barry Rubenstein, a General Partner WOODLAND SERVICES CORP. By:/s/ Barry Rubenstein ------------------------------------- Barry Rubenstein, President /s/ Barry Rubenstein ---------------------------------------- Barry Rubenstein /s/ Marilyn Rubenstein ---------------------------------------- Marilyn Rubenstein Page 14 of 14

China Unistone Acquisition CORP SC 13G