FORM 10-QSB

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington D.C.  20549

                Quarterly Report Under Section 13 or 15 (d)
                   Of the Securities Exchange Act of 1934

                    For Quarter Ended September 30, 2004
                                      ------------------

                      Commission File Number 000-28727
                                             ---------

                       SOFTWALL EQUIPMENT CORPORATION
                     ---------------------------------
           (Exact name of registrant as specified in its charter)

          UTAH                                             87-06254752
--------------------------------                       --------------------
(State or other jurisdiction of                        (IRS Employer
  incorporation or organization)                        Identification No.)

                      378 North Main Street, Suite 124
                             Layton, Utah 84041
                    ------------------------------------
                  (Address of principal executive offices)

         Registrant's telephone number including area code  (801) 497-9075
                                                             --------------

                           11602 Colchester Drive
                             SANDY, UTAH 84092
                        ----------------------------
                Former Address, if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports)

     Yes   X   No
         -----   -----

and (2) has been subject to such filing requirements for the past 90 days.


     Yes   X   No
         -----   -----

                                  155,927
                            --------------------
   (Number of shares of common stock outstanding as of November 18, 2004)



                                   PART 1

ITEM 1 - FINANCIAL STATEMENTS

     The condensed financial statements included herein have been prepared
by the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.

     In the opinion of the Company, all adjustments, consisting of only
normal recurring adjustments, necessary to present fairly the financial
position of the Company as of September 30, 2004 and the results of its
operations and changes in its financial position from December 31, 2003
through September 30, 2004 have been made.  The results of its operations for
the interim period are not necessarily indicative of the results to be
expected for the entire year.


                       Softwall Equipment Corporation
                       (a Development Stage Company)
                               Balance Sheets
<Table>
<Caption>

                                                September 30,  December 31,
                                                     2004          2003
                                                 ------------  ------------
                                                  (Unaudited)
<S>                                             <C>           <C>
                                   ASSETS
Current Assets
--------------
  Cash                                           $      3,617  $      3,690
  Accounts Receivable - Related Party                   5,907       -
                                                 ------------  ------------
     Total Current Assets                               9,524         3,690

Property Plant & Equipment (Net)                        5,192         6,574
--------------------------------                 ------------  ------------

Other Assets
------------
  Patent                                               27,345        25,075
                                                 ------------  ------------
     Total Assets                                $     42,061  $     35,339
                                                 ============  ============

                    LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
-------------------
  Accounts Payable and Accrued Expenses          $     52,879  $     80,225
  Accounts Payable - Related Party                     -              2,250
  Interest Payable                                     32,805        22,476
  Advanced Royalty Payments                            29,700         3,700
  Note Payable-Related Party                          337,984       324,234
                                                 ------------  ------------
     Total Current Liabilities                        453,368       432,885

Stockholders' Equity
--------------------
  Common Stock, Authorized 50,000,000
   Shares of $.001 Par Value, Issued and
   Outstanding 155,927, Retroactively Restated,
   Respectively                                           156           156
  Capital in Excess of Par Value                       44,761        44,761
  (Deficit) Accumulated During Development Stage    (456,224)     (442,463)
                                                 ------------  ------------
     Total Stockholders' Equity                     (411,307)     (397,546)
                                                 ------------  ------------
     Total Liabilities and Stockholders' Equity  $     42,061  $     35,339
                                                 ============  ============

</Table>
 The accompanying notes are an integral part of these financial statements.
                                     3


                       Softwall Equipment Corporation
                       (a Development Stage Company)
                          Statements of Operations
                                (Unaudited)
<Table>
<Caption>
                                                                       For the Period
                                                                            October
                       For the Three                For the Nine            5, 1998
                        Months Ended                Months Ended         (Inception)
                        September 30,               September 30,        to September
                      2004         2003          2004          2003        30, 2004
                 ------------- ------------- ------------- ------------- -------------
<S>             <C>            <C>           <C>           <C>           <C>
Revenues
--------
 Consulting
  Revenues       $     -       $     -       $     -       $     -       $      19,284
                 ------------- ------------- ------------- ------------- -------------
 Total Revenues        -             -             -             -              19,284

Expenses
--------
 General and
  Administrative        21,990        23,105        24,967        81,601       464,262
 Depreciation
  Expense                 866          1,538         2,504         4,406        25,309
 Research &
  Development          -             -             -             -              16,715
                 ------------- ------------- ------------- ------------- -------------
Total Expenses          22,856        24,643        27,471        86,007       506,286

Loss from
Operations            (22,856)      (24,643)      (27,471)      (86,007)     (487,002)

Other Income
(Expenses)
-------------
 License Fee
  Income                14,988         8,500        24,988        35,400        74,988
 Interest
  Expense              (3,536)       (2,958)      (11,278)       (8,913)      (33,960)
 Loss on
  Abandonment
  of Purchase
  Agreement            -             -             -             -            (10,000)
 Gain/(Loss) on
  Sale of
  Equipment            -             -             -             -                  50
                 ------------- ------------- ------------- ------------- -------------
  Total Other
  Income
  (Expenses)            11,452        5,542        13,710        26,487        31,078
                 ------------- ------------- ------------- ------------- -------------

  Income (Loss)
  Before Taxes        (11,404)      (19,101)      (13,761)      (59,520)     (455,924)

  Taxes                -             -             -             -                 300
                 ------------- ------------- ------------- ------------- -------------
  Net Income
  (Loss)         $    (11,404) $    (19,101) $    (13,761) $    (59,520) $   (456,224)
                 ============= ============= ============= ============= =============

Net Income
(Loss) per
Share            $       (.07) $       (.14) $       (.09) $       (.42)

Weighted
Average Shares
Outstanding            155,927       141,427       155,927       146,394


</Table>
 The accompanying notes are an integral part of these financial statements.
                                     4

                       Softwall Equipment Corporation
                       (a Development Stage Company)
                          Statements of Cash Flows
                                (Unaudited)
<Table>
<Caption>
                                                                      For the Period
                                                                      October 5, 1998
                                                                         (Inception)
                                            For the Nine Months Ended        to
                                            September 30,September 30,    September
                                                 2004         2003         30, 2004
                                             ------------ ------------  ------------
<S>                                         <C>          <C>           <C>
Cash Flows from Operating Activities
------------------------------------
  Net Income (Loss)                          $   (13,761) $   (59,520)  $  (456,224)
  Adjustments to Reconcile Net (Loss) to
  Net Cash Provided by Operating Activities:
   Depreciation Expense                             2,504        4,405        25,309
   Stock for Services/Expenses                     -            -              6,467
   (Increase) in Accounts Receivable              (5,907)       -            (5,907)
   (Gain) on Sale of Equipment                     -            -               (50)
   Increase (Decrease) in Accounts Payable       (29,596)        2,011        65,523
   Increase in Advanced Royalties Payments         26,000       -             29,700
   Increase (Decrease) in Interest Payable         10,329        7,903        33,011
                                             ------------ ------------  ------------
    Net Cash Flows Provided (Used)
    by Operating Activities                      (10,431)     (45,201)     (302,171)

Cash Flows from Investing Activities
------------------------------------
  Purchase of Fixed Assets                        (1,122)       -           (30,501)
  Sale of Fixed Assets                             -            -                200
  Purchase of Patent                              (2,270)      (4,595)      (33,376)
  Reimbursement for Patent Costs                   -            -              6,031
                                             ------------ ------------  ------------
    Net Cash Flows Provided (Used)
    by Investing Activities                       (3,392)      (4,595)      (57,646)

Cash Flows from Financing Activities
------------------------------------
  Proceeds from Stock Sales                        -            -             25,450
  Proceeds from Notes Payable
    - Related Party                                13,750       53,790       337,984
  Payments on Notes Payable - Related Party        -           (4,536)        -
                                             ------------ ------------  ------------
    Net Cash Flows Provided (Used)
    by Financing Activities                        13,750       49,254       363,434
                                             ------------ ------------  ------------
    Net Increase (Decrease) in Cash                  (73)        (542)         3,617

    Cash, Beginning of Period                       3,690        2,345        -
                                             ------------ ------------  ------------
    Cash, End of Period                      $      3,617 $      1,803  $      3,617
                                             ============ ============  ============

Supplemental Cash Flow Information
----------------------------------
  Interest                                   $     -      $     -       $        713
  Taxes                                            -            -                200

Non Cash Disclosures
--------------------
  Stock Issued for Assets                          -            -             18,010
  Stock Issued for Services                        -            -              6,467

</Table>

 The accompanying notes are an integral part of these financial statements.
                                     5

                       Softwall Equipment Corporation
                       (a Development Stage Company)
                     Notes to the Financial Statements
                             September 30, 2004

NOTE 1 - PREPARATION OF FINANCIAL STATEMENTS
--------------------------------------------

The financial statements for the nine months ended September 30, 2004
were prepared from the books and records of the company.  Management
believes that all adjustments have been made to the financial statements to
make a fair presentation of the financial condition of the company as of
September 30, 2004.  The results of the nine months are not indicative of a
full year of operation for the Company.

Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted.  It is suggested that
these financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December 31, 2003
audited financial statements.  The results of operations for the period
ended September 30, 2004 are not necessarily indicative of the operating
results for the full year.

NOTE 2   SUBSEQUENT EVENTS
--------------------------

Effective October 8, 2004, Softwall Equipment Corporation, ("the
Company") experienced a change in control of registrant due to its
principle shareholder selling 100% of his interest  in the Company in the
amount of 101,605 shares representing 65% of the total outstanding to BSI,
Inc.

Following the effective date of the transaction, Lionel Drage was appointed
President and Director of the Company and Randall Peterson resigned as
President and Director and George S. Young resigned as Director and
Secretary of the Company.

Additionally, due to the lack of economic benefit currently derived by
the Company's mining assets, it sold the assets for consideration of ten
dollars to a corporation owned by the Company's former president.

The Company has little or no operations and no funds with which to develop
operations and is currently in a legal suit with a former merger candidate.
The Company is currently in the process of seeking short term capital while
it investigates business opportunities to merge with or acquire. The
Company currently has no agreement or arrangement of merger or acquisition.
Additionally, management is reviewing the need to restructure its stock
structure and will be making decisions in this regard in the near future

There is NO guarantee that the Company will be successful in developing any
business opportunities or acquiring any operational capital.  Any investment
in the Company would be a highly speculative investment and should only be
made by those investors who are capable of bearing the risk of losing the
entire value of their investment.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

Liquidity and Capital Resources

During the third fiscal quarter, the Company continued trying to develop
its mining operations.  But due to the lack of economic benefits currently
derived by those assets, the Company sold all mining assets to a
corporation owned by the Company's former president.  The Company will need
to raise additional capital through private funding to meet the financial
needs of being a reporting company.



                                     6

Results of Operations Quarter ending September 30, 2004


The Company reported a net loss of $(11,404) for the third fiscal quarter
ended September 30, 2004, compared to a net loss of $(19,101) for the same
period last year.  Due to the lack of economic benefit the mining assets
of the Company were sold to a corporation owned by the Company's former
president.  The Company has little or no operations and no funds with
which to develop operations and is currently in a legal suit with a former
merger candidate. The Company is currently in the process of seeking
short term capital while it investigates business opportunities to merge
with or acquire,. The Company currently has no agreement or arrangement of
merger or acquisition. Additionally, management is reviewing the need to
restructure its stock structure and will be making decisions in this regard
in the near future

There is NO guarantee that the Company will be successful in developing any
business opportunities or acquiring any operational capital.  Any investment
in the Company would be a highly speculative investment and should only be
made by those investors who are capable of bearing the risk of losing the
entire value of their investment.

Plan of Operations

The Company will be looking for business opportunities to acquire or merge
with.  In seeking a business opportunity to merge with or acquire, management
is reviewing various business plans.  Management has not limited their review
of plans or exploration of acquisitions to any particular industry or service
sector.  There is no guarantee that management will be successful in finding
such an opportunity.

                                  PART II
                             OTHER INFORMATION

Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . None

Item 2.  Changes in Securities . . . . . . . . . . . . . . . . . . . . None

Item 3.  Defaults Upon Senior Securities . . . . . . . . . . . . . . . None

Item 4.  Submission of Matters to a Vote of Security Holders . . . . . None

Item 5.  Other Information


Effective October 8, 2004, Softwall Equipment Corporation, ("the
Company") experienced a change in control of registrant due to its
principle shareholder selling 100% of his interest  in the Company in the
amount 101,605 shares representing 65% of the total outstanding to BSI,
Inc.

Following the effective date of the transaction, Lionel Drage was
appointed President and Director of the Company and Randall Peterson
resigned as President and Director and George S. Young resigned as Director
and Secretary of the Company.

Additionally, due to lack of economic benefit currently derived by the
Company's mining assets, it sold the assets for consideration of ten
dollars to a corporation owned by the Company's former president.

The Company has little or no operations and no funds with which to
develop operations and is currently in a legal suit with a former merger
candidate. The Company is currently in the process of seeking short term
capital while it investigates business opportunities to merge with or
acquire. The Company currently has no agreement or arrangement of merger or
acquisition. Additionally, management is reviewing the need to restructure
its stock structure and will be making decisions in this regard in the near
future

                                     7

Item 6.   Exhibits and Reports on Form 8-K

     Exhibit 31.1   Section 302 Certification
     Exhibit 32.1   Certification Pursuant to 18 U.S.C. Section 1350, as
                    Adopted Pursuant by Section 906 of the Sarbanes-Oxley
                    Act of 2002

     (b)  Reports on Form 8-K.  The Company filed the following reports on
          Form 8-K.

          (1) October 8, 2004 - Item 5.01.   Changes in Control of
          Registrant  and
          Item 2.01 Completion of Acquisition or Disposition of Assets

ITEM 3.   CONTROLS AND PROCEDURES

As of the end of the period covered by this report, our Chief
Executive Officer and Chief Financial Officer have conducted an evaluation
of the effectiveness of disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based on that evaluation, they have concluded
that our disclosure controls and procedures are effective in ensuring that
all material information required to be filed in this Quarterly Report on
Form 10-QSB has been made known to them in a timely fashion. There have
been no significant changes in internal controls, or in other factors that
could significantly affect internal controls; subsequent to the date they
completed their evaluation.


                                     8



                                 SIGNATURES

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


Dated: November 18, 2004           Softwall Equipment Corporation

                                   /S/ Lionel Drage
                                   --------------------------------------
                                   Lionel Drage
                                   President and Director


























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