U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended December 31, 2002
                                       OR
                  [ ] TRANSITION REPORT PURSUANT TO SECTION 13
                OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
          For the transition period from ____________ to ____________



                                 SOFTSTONE INC.
             (Exact name of registrant as specified in its charter)

   Delaware                         0-29523                        73-1564807
   --------                         -------                        ----------
  (state of                 (Commission File Number)             (IRS Employer
incorporation)                                                    I.D. Number)

                     111 Hilltop Lane, Pottsboro, TX 75076,
                                  903-786-9618
            -------------------------------------------------------
            (Address and telephone number of registrant's principal
               executive offices and principal place of business)


      Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock, $0.001 par value
                                (Title of Class)

     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or  15(d) of the Exchange Act of 1934 during the past 12 months (or
for  such shorter period that the registrant was required to file such reports),
and  (2)  has  been  subject  to  such filing requirements for the past 90 days.
Yes [X]   No  [ ]

     As  of February 11, 2003, the Company had 7,041,965 shares of its $.001 par
value  common  stock  issued  and  outstanding.

Transitional  Small Business Disclosure Format (check one):  Yes [ ]   No [X]



<PAGE>
                         PART I - FINANCIAL INFORMATION

Item  1.          Financial  Statements

                                                                            Page

     Balance  Sheet  December  31,  2002  (Unaudited)                          3
     Statements  of  Operations  for  the  Six  Month  Periods
          Ended  December  31,  2002  and  2001 (Unaudited)                    4
     Statements  of  Cash  Flows  for  the  Six  Month  Periods
          Ended  December  31,  2002  and  2001 (Unaudited)                    5
     Notes  to  the  Financial  Statements                                     6






















                                        2

<PAGE>

                                SOFTSTONE, INC.
                                  BALANCE SHEET
                                December 31, 2002
                                  (Unaudited)
<TABLE>
<CAPTION>
                                     ASSETS
                                     ------

CURRENT  ASSETS:
<S>                                                                <C>
     Cash & cash equivalents                                       $     25,897
     Accounts receivable                                                  1,765
                                                                   ------------
          Total current assets                                           27,662

PROPERTY AND EQUIPMENT, net                                             346,822
                                                                   ------------

                                                                   $    374,484
                                                                   ============


                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

CURRENT  LIABILITIES:
     Accounts payable                                              $     34,311
     Accounts payable-related party                                     160,879
     Accrued expenses                                                    62,982
     Loans - current, including $547,852 to related parties             712,457
                                                                   ------------

          Total current liabilities                                     970,628

LONG  TERM  LIABILITIES
     Notes payable, financial institutions                               49,043

STOCKHOLDERS'  DEFICIT
     Common  stock,  $0.001 par  value;
       30,000,000  shares  authorized;
       7,041,965 shares issued and outstanding                            7,042
     Additional paid-in capital                                       2,232,162
     Shares to be issued                                                 27,499
     Accumulated deficit                                             (2,911,890)
                                                                   ------------

          Total stockholders' deficit                                  (645,187)
                                                                   ------------

                                                                   $    374,484
                                                                   ============
</TABLE>


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

                                        3
<PAGE>

                                SOFTSTONE, INC.
                            STATEMENTS OF OPERATIONS
   FOR THE THREE MONTH AND SIX MONTH PERIODS ENDED DECEMBER 31, 2002 AND 2001
                                  (Unaudited)

<TABLE>
<CAPTION>
                                  Three months ended Dec. 31,   Six months ended Dec. 31,
                                  ---------------------------   -------------------------
                                       2002          2001           2002          2001
                                  -----------    ------------   -----------   -----------
<S>                               <C>            <C>            <C>           <C>
Revenues                          $     3,850    $    24,614    $    90,275   $    27,496

Cost  of  revenue                      39,568              -         54,390             -
                                  -----------    -----------    -----------   -----------

Gross profit (loss)                   (35,718)        24,614         35,885        27,496

Operating  expenses
  General and administrative           44,012        112,312         85,517       275,373
                                  -----------    -----------    -----------   -----------
Operating loss                        (79,730)       (87,698)       (49,632)     (247,877)

Other  expense
     Interest expense                  23,630         11,705         32,598        22,402
     Loss on sale of assets               239              -         21,114             -
                                  -----------    -----------    -----------   -----------

          Total other expense          23,868         11,705         53,711        22,402
                                  -----------    -----------     ----------   -----------
Loss  before  income  taxes          (103,598)       (99,403)      (103,343)     (270,279)

     Income  taxes                          -              -              -             -
                                  -----------    -----------    -----------   -----------

Net loss                          $  (103,598)   $   (99,403)      (103,343)     (270,279)
                                  ===========    ===========    ===========   ===========

Basic and diluted weighted
  average  number of common
  stock  outstanding                7,041,965      5,647,929      7,041,965     5,893,304
                                  ===========    ===========    ===========   ===========

Basic  and  diluted  net
  loss  per share                 $     (0.01)   $     (0.02)         (0.01)        (0.05)
                                  ===========    ===========    ===========   ===========
</TABLE>


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

                                        4
<PAGE>

                                SOFTSTONE, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE SIX MONTH PERIODS ENDED DECEMBER 31, 2002 AND 2001
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                          2002          2001
                                                       ----------    ----------
CASH  FLOWS  FROM  OPERATING  ACTIVITIES:
<S>                                                    <C>           <C>
     Net loss                                          $(103,343)    $(270,279)
     Adjustments  to  reconcile  net  loss
     to net cash  used  in operating  activities:
          Depreciation and amortization                   34,075        43,386
          Issuance of common stock for compensation            -        59,415
          Loss  on  sale  of  assets                      21,114             -
          Decrease of accounts receivable                    818       (17,343)
          Decrease  in  other  current  assets                 -         2,237
          Decrease of accounts payable                    (5,055)       24,331
          Increase of accrued expense                     33,365        11,929
                                                       ---------     ---------
               Total  adjustments                         84,317       123,955
                                                       ---------     ---------
           Net cash used in operating activities         (19,026)     (146,324)
                                                       ---------     ---------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES
     Proceeds  from  sale  of  assets                     19,826             -
     Purchase  of  property  and equipment                     -       (10,000)
                                                       ---------     ---------
       Net cash provided by (used in)
         investing activities                             19,826       (10,000)
                                                       ---------     ---------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
     Investments  by  stockholders                             -        14,676
     Proceeds  from  loans                                     -        46,021
     Payments of loans                                      (656)       (7,942)
     Cash  received  for  shares  to  be  issued          24,500             -
     Issuance  of  common  stock  for cash                     -        92,320
                                                       ---------     ---------
       Net cash provided by  financing activities         23,844       145,075
                                                       ---------     ---------

Net increase (decrease) in cash & cash equivalents        24,644       (11,249)

CASH & CASH EQUIVALENTS, BEGINNING                         1,253        12,673
                                                       ---------     ---------

CASH & CASH EQUIVALENTS, ENDING                        $  25,897     $   1,424
                                                       =========     =========

CASH  PAID  FOR:
     Interest                                          $   8,261     $   8,278
                                                       =========     =========

     Income  taxes                                     $       -     $       -
                                                       =========     =========
</TABLE>

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

                                        5
<PAGE>

                                SOFTSTONE, INC.
                    NOTES TO UNAUDITED FINANCIAL STATEMENTS


1.   DESCRIPTION  OF  BUSINESS  AND  BASIS  OF  PRESENTATION

     Softstone,  Inc.  (the  "Company"),  was  formed  to manufacture a patented
     rubber  product  used in the road and building construction industries. The
     Company  plans to create rubber modules entirely from recycled tires, which
     can be used in the construction of roads, driveways, decks, and other types
     of walkways. Its principal activities have consisted of financial planning,
     establishing  sources  of  production  and  supply, developing markets, and
     raising  capital.  Prior  to  July 2002, the Company was in the development
     stage in accordance with Statement of Financial Accounting Standards No. 7.
     Its  principal  operations  began  in the quarter ended September 30, 2002.

     On October 7, 1998, SoftStone Building Products, Inc. ("SSBI" - an Oklahoma
     corporation and predecessor to the Company) was incorporated. Effective May
     31,  1999,  SSBI  was merged into Softstone, Inc. (incorporated January 28,
     1999  under  the  laws  of the State of Delaware) and SSBI was subsequently
     dissolved.  Each share of previously outstanding common stock was converted
     into  2,500  shares  of  common  stock  of  the  new  entity  and  the  new
     capitalization  is reflected in the accompanying financial statements as if
     it  had  occurred  at  the  beginning  of  the period  presented.

     On  July  24,  2001,  the  Company  entered  into  a plan of reorganization
     involving  Kilkenny Acquisition Corp. (Kilkenny) whereby the Company is the
     survivor  and  in  control  of the board of directors. The merger agreement
     provided for the exchange of 1,158,387 shares of the Company's common stock
     for  all  the  common stock of Kilkenny. In connection with this merger, on
     April  4,  2001,  certain  insider  shareholders of the Company contributed
     3,947,698  shares of their common stock to the Company effectively reducing
     the  then  outstanding  shares  of stock to 3,685,992. Subsequent issues of
     common  stock  for cash and services increased the outstanding stock of the
     Company  to  4,590,646.  The  issuance of the above mentioned shares of the
     Company's common stock on the merger date increased the common stock of the
     Company  to  5,669,033  with the Company shareholders, prior to the merger,
     owning  approximately  81%  of  the  outstanding shares of the Company. For
     accounting  purposes,  the transaction between the Company and Kilkenny has
     been treated as a re-capitalization of the Company, with the Company as the
     accounting  acquirer (reverse acquisition), and has been accounted for in a
     manner  similar  to  a  pooling  of  interests.

     Basis  of  presentation

     The accompanying unaudited condensed interim financial statements have been
     prepared in accordance with the rules and regulations of the Securities and
     Exchange  Commission for the presentation of interim financial information,
     but  do not include all the information and footnotes required by generally
     accepted  accounting  principles  for  complete  financial  statements. The
     audited  consolidated financial statements for the year ended June 30, 2002
     were  filed on October 15, 2002 with the Securities and Exchange Commission
     and  are  hereby  referenced. In the opinion of management, all adjustments
     considered  necessary for a fair presentation have been included. Operating
     results  for  the  six-month  ended  December  31, 2002 are not necessarily
     indicative  of the results that may be expected for the year ended June 30,
     2003.

     Segment  Reporting

     During  the  periods  ended  December  31,  2002 and 2001, the Company only
     operated  in  one  segment.  Therefore,  segment  disclosure  has  not been
     presented.


                                        6
<PAGE>
                                SOFTSTONE, INC.
                    NOTES TO UNAUDITED FINANCIAL STATEMENTS


     Reclassifications

     Certain  comparative  amounts  have  been  reclassified  to  conform to the
     current year's  presentation.

2.   RECENT  PRONOUNCEMENTS

     In  June  2001,  the  Financial  Accounting Standards Board ("FASB") issued
     Statement  of  Financial Accounting Standards ("SFAS") No. 143, "Accounting
     for  Asset Retirement Obligations". SFAS 143 addresses financial accounting
     and  reporting  for  obligations associated with the retirement of tangible
     long-lived assets and the associated asset retirement costs. This Statement
     is  effective  for  financial  statements issued for fiscal years beginning
     after  June  15,  2002.

     SFAS  No.  144,  "Accounting  for  the Impairment or Disposal of Long-Lived
     Assets,"  was  issued  in August 2001. SFAS No. 144 is effective for fiscal
     years beginning after December 15, 2001, and addresses financial accounting
     and  reporting  for  the  impairment or disposal of long-lived assets. This
     statement  supersedes  SFAS  No.  121  "Accounting  for  the  Impairment of
     Long-Lived  Assets  and  for  Long-Lived Assets to Be Disposed Of," and the
     accounting  and  reporting provisions of APB Opinion No. 30, "Reporting the
     Results of Operations - Reporting the Effects of Disposal of a Segment of a
     Business,  and Extraordinary, Unusual and Infrequently Occurring Events and
     Transactions,"  for  the  disposal  of  a  segment  of  a  business.

     The  Company does not expect that the adoption of above pronouncements will
     have  a  material  effect  on  its  earnings  or  financial  position.

     In  May  2002, the Board issued SFAS No. 145, Rescission of FASB Statements
     No.  4,  44,  and  64,  Amendment  of  FASB Statement No. 13, and Technical
     Corrections  ("SFAS  145").  SFAS  145  rescinds the automatic treatment of
     gains  or  losses from extinguishments of debt as extraordinary unless they
     meet  the  criteria  for extraordinary items as outlined in APB Opinion No.
     30,  Reporting the Results of Operations, Reporting the Effects of Disposal
     of  a  Segment  of  a Business, and Extraordinary, Unusual and Infrequently
     Occurring  Events  and  Transactions. SFAS 145 also requires sale-leaseback
     accounting  for certain lease modifications that have economic effects that
     are  similar  to  sale-leaseback  transactions  and makes various technical
     corrections  to existing pronouncements. The provisions of SFAS 145 related
     to  the  rescission  of  FASB  Statement  4  are effective for fiscal years
     beginning  after  May  15,  2002, with early adoption encouraged. All other
     provisions  of  SFAS 145 are effective for transactions occurring after May
     15,  2002,  with early adoption encouraged. The Company does not anticipate
     that  adoption  of  SFAS 145 will have a material effect on our earnings or
     financial position.

     In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated
     with  exit  or  Disposal  Activities."  This  Statement addresses financial
     accounting  and  reporting  for  costs  associated  with  exit  or disposal
     activities  and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3,
     "Liability  Recognition for Certain Employee Termination Benefits and Other
     Costs  to  Exit  an  Activity  (including  Certain  Costs  Incurred  in  a
     Restructuring)."  This  Statement  requires  that  a  liability  for a cost
     associated  with  an  exit  or  disposal  activity  be  recognized when the
     liability  is  incurred.  Under  Issue 94-3 a liability for an exit cost as
     defined,  was  recognized  at the date of an entity's commitment to an exit
     plan. The Company does not anticipate that adoption of SFAS 146 will have a
     material  effect  on  our  earnings  or  financial  position.

     In  October  2002,  the  FASB issued SFAS No. 147, "Acquisitions of Certain
     Financial  Institutions."  SFAS No. 147 removes the requirement in SFAS No.

                                        7
<PAGE>
                                SOFTSTONE, INC.
                    NOTES TO UNAUDITED FINANCIAL STATEMENTS


     72  and  Interpretation  9 thereto, to recognize and amortize any excess of
     the  fair  value of liabilities assumed over the fair value of tangible and
     identifiable  intangible  assets  acquired  as an unidentifiable intangible
     asset.  This statement requires that those transactions be accounted for in
     accordance  with  SFAS  No. 141, "Business Combinations," and SFAS No. 142,
     Impairment  or Disposal of Long-Lived Assets," to include certain financial
     institution-related intangible assets. The Company does not expect adoption
     of  SFAS  No.  147  to  have  a  material  impact, if any, on its financial
     position,  results  of  operations  or  cash  flows.

     In  November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
     Accounting  and  Disclosure Requirements for Guarantees, Including Indirect
     Guarantees  of  Indebtedness of Others" (FIN 45). FIN 45 requires that upon
     issuance  of  a  guarantee,  a guarantor must recognize a liability for the
     fair value of an obligation assumed under a guarantee. FIN 45 also requires
     additional  disclosures  by a guarantor in its interim and annual financial
     statements  about  the  obligations  associated with guarantees issued. The
     recognition provisions of FIN 45 are effective for any guarantees issued or
     modified after December 31, 2002. The disclosure requirements are effective
     for financial statements of interim or annual periods ending after December
     15,  2002.  The adoption of FIN45 is not expected to have a material effect
     on  the Company's financial position, results of operations, or cash flows.

     In  December 2002, the FASB issued SFAS No. 148 "Accounting for Stock Based
     Compensation-Transition  and Disclosure". SFAS No. 148 amends SFAS No. 123,
     "Accounting  for  Stock Based Compensation", to provide alternative methods
     of  transition  for  a  voluntary  change to the fair value based method of
     accounting  for  stock-based  employee  compensation.  In  addition,  this
     Statement  amends  the  disclosure requirements of Statement 123 to require
     prominent disclosures in both annual and interim financial statements about
     the  method  of  accounting  for  stock-based employee compensation and the
     effect  of the method used, on reported results. The Statement is effective
     for  the  Companies'  interim reporting period ending January 31, 2003. The
     Companies  do  not  expect  the adoption of SFAS No. 148 to have a material
     impact  on  its  financial position or results of operations or cash flows.

3.   PROPERTY  AND  EQUIPMENT

     Property  and  equipment  consist  of  the  following at December 31, 2002:
<TABLE>
<CAPTION>
<S>                                                   <C>
             Furniture  and  computer  equipment      $  42,198
             Production  and  other  equipment          485,160
             Vehicles                                    29,381
                                                       --------
                                                        556,739
             Less:  Accumulated  depreciation          (209,917)
                                                       --------
                                                      $ 346,822
                                                      =========
</TABLE>

4.   NOTES  PAYABLE

     Notes  payable  consist  of  the  following  at  December  31,  2002:
<TABLE>
<CAPTION>
<S>                                                   <C>
             Revolving  note  payable  to  bank;
             interest due  7/5/02,  prime  + 1%,
             maturing December  5,  2002              $100,035
</TABLE>


                                        8
<PAGE>
                                SOFTSTONE, INC.
                    NOTES TO UNAUDITED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S>                                                   <C>
             Notes payable to stockholder,
             8% & 12% interest  rates                  547,852

             Bank  term loan; 3.9% interest
             rate; maturing September 24, 2002.
             The fair value  of  the loan at
             current market rate of 9% would
             be approximately $64,000                   64,570


             Note payable to finance vehicle,
             9.5% interest  rate,  maturing
             July  15, 2005, collaterized
             by vehicle                                  14,739

             Refinanced bank term loan; payable
             on demand or in semiannual payments
             of $6,485, including interest at 10.75%
             (variable);  collateralized  by
             equipment, accounts  receivable
             and intangibles and guaranteed by
             the  principal stockholder of the
             Company,  due  July 15, 2004                25,331

             Note payable to bank, collateralized
             by tractor, 9%, variable payable in
             60 monthly  installments  beginning
             July  29,  2001                              8,973

             Payable to stockholder; interest
             free; due on demand and unsecured          160,879
                                                      ---------

                                                        922,379

             Less:  current  portion                    873,336
                                                      ---------

             Long-term  debt                          $  49,043
                                                      =========
</TABLE>

     The  following is a summary of maturities of principal under long-term debt
     for  periods  ending  December  31:
<TABLE>
<CAPTION>
<S>                                                   <C>
             2004                                     $  25,331
             2005                                        14,739
             2006                                         8,973
                                                      ---------
                                                      $  49,043
                                                      =========
</TABLE>

     The  notes  payable  has  been  classified  in  the  balance  sheet  at
     December  31,  2002  as  per  follows:
<TABLE>
<CAPTION>
<S>                                                   <C>
             Accounts payable - related party         $ 160,879
             Loans  current                             712,457
                                                      ---------
             Current  liabilities                       873,336
             Notes  Payable                              49,043
                                                      ---------
                                                      $ 922,379
                                                      =========
</TABLE>

                                        9
<PAGE>
                                SOFTSTONE, INC.
                    NOTES TO UNAUDITED FINANCIAL STATEMENTS


5.   MERGER  &  ACQUISITION

     The Company has agreed to participate in a plan of reorganization involving
     Kilkenny  Acquisition Corp. (Kilkenny) whereby the Company, upon merger, is
     the  survivor and controls the board of directors. To facilitate the merger
     and  acquire  additional capital, the Company is committed to issue certain
     of  the  Company  stock for all the common stock of Kilkenny. In connection
     with  this  merger,  on  April 4, 2001, certain insider shareholders of the
     Company  contributed  3,947,686  of  their  common stock to the Company and
     effectively  reduced  the  then  outstanding  shares of stock to 3,685,992.
     Subsequent  issues  of  common  stock  for  cash and services increased the
     outstanding  stock  of  the Company to 4,590,646. The issuance of the above
     mentioned shares of the Company's common stock on the merger date, July 24,
     2001,  increased  the  Common  stock  of  the Company to 5,669,033 with the
     Company  shareholders, prior to the merger, owning approximately 81% of the
     outstanding  shares  of  the  merged  Company.

     In  March  2002, the Company entered into a purchase agreement with Levgum,
     Ltd.  (Levgum)  of  Tel  Aviv, Israel, where the Company received 83 shares
     with  1.00 par value representing 10% of outstanding capital, for $250,000.
     The  Company  also  received  the  right to use their technology for rubber
     devulcanization and right to sublicense as part of this purchase agreement.
     The  recorded  its  investment in Levgum for $125,000 and license agreement
     acquired  through  acquisition  at  $125,000. On June 30, 2002, the Company
     evaluated  its  investment  and  patents  rights  according to FASB 121 and
     recognized  an  impairment loss equal to the book value of these intangible
     assets.

6.   GOING  CONCERN

      The accompanying financial statements have been prepared assuming that the
     Company  will  continue  as  a  going  concern.  This  basis  of accounting
     contemplates  the  recovery of the Company's assets and the satisfaction of
     its  liabilities  in  the  normal  course of business. Through December 31,
     2002, the Company had incurred cumulative losses of $2,911,890 and negative
     working  capital  of  $942,966.  The  Company's  goal  to attain profitable
     operations  is  dependent  upon obtaining financing adequate to fulfill its
     research  and  development  activities,  production  of  its  equipment and
     achieving  a  level  of  revenues  adequate  to  support the Company's cost
     structure.  Management's  plan  of  operations  anticipates  that  the cash
     requirements  for  the  next twelve months will be met by obtaining capital
     contributions  through  the  sale  of  common  stock  and  cash  flow  from
     operations. However, there is no assurance that the Company will be able to
     implement  its  plan.









                                       10
<PAGE>
Item 2.       Management's  Discussion  and  Analysis of Financial Condition and
              Results  of  Operations

     The  following  discussion  and analysis should be read in conjunction with
the  financial statements and the accompanying notes thereto and is qualified in
its  entirety  by  the  foregoing  and  by  more  detailed financial information
appearing  elsewhere.  See  "Item  1.  Financial  Statements."

     Results of Operations - Second Quarter (Q2) of Fiscal Year 2003 Compared to
     ---------------------------------------------------------------------------
     Second  Quarter  of  Fiscal  Year  2002
     ---------------------------------------

     Softstone had sales of $3,850 in Q2 2003, as compared with sales of $24,614
in  Q2  2002  (Softstone's  fiscal  year  ends on June 30).  Until Softstone (i)
successfully  sells  its  devulcanized  rubber  technology  or (ii) consistently
brokers  crumb  rubber,  it  will  continue  to  operate  at  a  loss.

     Our  general, selling and administrative expenses - which have been devoted
to  raising  capital  and  acquiring a public market for our common stock - were
$44,012  in  Q2  2003  as  compared  with  $112,312  in  Q2  2002.

     We  had a loss of $103,598 in Q2 2003, or $0.01 a share, as compared with a
loss  of  $99,403  in  Q2  2002,  or  $0.02  a  share.

     Results  of  Operations  - First Half of Fiscal Year 2003 Compared to First
     ---------------------------------------------------------------------------
     Half  of  Fiscal  Year  2002
     ----------------------------

     Softstone  had  sales of $90,275 in the first half of FY 2003 (December 31,
2002)  compared  to  sales of $27,496 in the first half of FY 2002 (December 31,
2001).  Until  Softstone  (i)  acquires  equipment that produces wire-free chips
from  shredded  tires  and  (ii)  refurbishes its tire shredder, it is unable to
operate  its  tires-to-products  business profitably.  Accordingly, Softstone is
not  pursuing  sales  that  must  be  made  before  such  equipment purchase and
renovation  takes  place.  And,  until  Softstone  (i)  successfully  sells  its
devulcanized  rubber  technology  or  (ii) consistently brokers crumb rubber, it
will  continue  to  operate  at  a  loss.

     Our  general, selling and administrative expenses - which have been devoted
to  raising  capital  and  acquiring a public market for our common stock - were
$85,517 in the first half of FY 2003 as compared with $275,373 in the first half
of  FY  2002.

     We  had  a  net loss of $103,343, or $0.01 a share, in the first half of FY
2003  as  compared  with  a net loss of $270,279, or $0.05 a share, in the first
half  of  FY  2002.

     We  covered  our  $103,343  loss  in  the  first  half  of  FY  2003 by (i)
non-payment  of  accrued  expenses of $33,365, (ii) receipt of $19,826 cash from
the  sale  of  assets,  (iii) $24,500 received from the sale of shares of common
stock  and  (iv)  $34,075  of  our  loss  being  attributed  to depreciation and
amortization.

                                       11
<PAGE>

OUTLOOK

     The  statements  made  in  this  Outlook  are  based  on  current plans and
expectations.  These statements are forward looking, and actual results may vary
considerably  from  those  that  are  planned.

     We  propose  to  raise  additional  funds  for the purposes of pursuing the
marketing  of  our devulcanized rubber technology that we purchased from Levgum,
Ltd.  for  the  exclusive  rights  to the Western Hemisphere, as well as further
expanding  our  brokering of crumb rubber business that was founded in August of
2002.

Item  3.      Controls  and  Procedures

     Evaluation of disclosure controls and procedures.  We maintain controls and
procedures  designed to ensure that information required to be disclosed in this
report  is  recorded, processed, accumulated and communicated to our management,
including  our chief executive officer and our chief financial officer, to allow
timely decisions regarding the required disclosure.  Within the 90 days prior to
the  filing  date  of this report, our management, with the participation of our
chief  executive  officer and chief financial officer, carried out an evaluation
of  the  effectiveness  of the design and operation of these disclosure controls
and  procedures.  Our  chief  executive  officer  and  chief  financial  officer
concluded,  as  of  fifteen  days  prior to the filing date of this report, that
these  disclosure  controls  and  procedures  are  effective.

     Changes  in  internal  controls.  Subsequent  to  the  date  of  the  above
evaluation,  we made no significant changes in our internal controls or in other
factors  that  could  significantly  affect  these controls, nor did we take any
corrective  action,  as  the  evaluation revealed no significant deficiencies or
material  weaknesses.


                          PART II - OTHER INFORMATION

Item  6.     Exhibits  and  Reports  on  Form  8-K

     (a)     Exhibits

             The following exhibits are filed, by incorporation by reference, as
             part  of  this  Form  10-QSB:

             2     Agreement and Plan of Reorganization of July 24, 2001 between
                   Softstone, Inc.  and  Kilkenny  Acquisition  Corp.*

             3     Certificate  of  Incorporation  of  Softstone  Inc.*

             3.1   Bylaws  of  Softstone,  Inc.*

                                       12
<PAGE>

            10     Lease  Agreement  of  February  1,  2000,   between   Ardmore
                   Development Authority, as  lessor,  and  Softstone,  Inc., as
                   lessee.*

            10.1   Scrap Tire  Disposal  Agreement  of January 11, 2000, between
                   Michelin North  America,  Inc.,  and  Softstone,  Inc.*

            10.2   Letter of intent  of  May 1,  2001, of Little Elm Independent
                   School District regarding  the  Little  Elm  Walking  Trail.*

            16     Letter of August 8,  2001 of Baron Accountancy Corp. agreeing
                   with the  statements  made  in  this  Form  8-K by Softstone,
                   Inc., concerning Softstone's change of principal  independent
                   accountants.*

            16.1   Letter of  August  27,  2001  of Grant Thornton LLP. agreeing
                   with the statements  made  in this  Form  8-K by Softstone,
                   Inc., concerning Softstone's change of principal  independent
                   accountants.**

            99     United  States  Patent  No.  5,714,219.*

            *     Previously filed  with  Form  8-K  August 8,  2001  Commission
                  File No. 000-29523;  incorporated  by  reference.

            **    Previously filed with  Form  8-K  August  27,  2001 Commission
                  File No. 000-29523;  incorporated  by  reference.

     (b)          Reports  on  Form  8-K

                  None.

                                   SIGNATURES

In  accordance  with the requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.

Dated:  February  19,  2003               SOFTSTONE  INC.


                                          By:/s/  Keith  P.  Boyd
                                             -----------------------------------
                                             Keith  P.  Boyd,  President



                                       13
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

I,  Keith  Boyd,  Chief  Executive  Officer  of  the  registrant,  certify that:

     1.     I  have  reviewed  this quarterly report on Form 10-QSB of Softstone
Inc.;

     2.     Based  on  my  knowledge, this quarterly report does not contain any
untrue  statement  of a material fact or omit to state a material fact necessary
to  make  the  statements  made,  in light of the circumstances under which such
statements  were made, not misleading with respect to the period covered by this
quarterly  report;

     3.     Based on my knowledge, the financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

     4.     The registrant's other certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

            a.   designed such disclosure controls and procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  quarterly  report  is  being  prepared;

            b.   evaluated  the  effectiveness  of  the  registrant's disclosure
controls  and procedures as of a date within 90 days prior to the filing date of
this  quarterly  report  (the  "Evaluation  Date");  and

            c.   presented  in  this  quarterly report our conclusions about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

     5.     The  registrant's  other  certifying  officers and I have disclosed,
based  on our most recent evaluation, to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  functions):

            a.   all  significant  deficiencies  in  the  design or operation of
internal  controls  which  could  adversely  affect  the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and



                                       14
<PAGE>

            b.   any fraud, whether or not material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and

     6.     The  registrant's  other certifying officers and I have indicated in
this  quarterly  report  whether  there  were  significant  changes  in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.



Date:  February  19,  2003               /s/  Keith  Boyd
                                         ---------------------------------------
                                         Keith  Boyd
                                         Chief  Executive  Officer





















                                       15
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

I,  Keith  Boyd,  Chief  Financial  Officer  of  the  registrant,  certify that:

     1.     I  have  reviewed  this quarterly report on Form 10-QSB of Softstone
Inc.;

     2.     Based  on  my  knowledge, this quarterly report does not contain any
untrue  statement  of a material fact or omit to state a material fact necessary
to  make  the  statements  made,  in light of the circumstances under which such
statements  were made, not misleading with respect to the period covered by this
quarterly  report;

     3.     Based on my knowledge, the financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

     4.     The registrant's other certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

            a.   designed such disclosure controls and procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  quarterly  report  is  being  prepared;

            b.   evaluated  the  effectiveness  of  the  registrant's disclosure
controls  and procedures as of a date within 90 days prior to the filing date of
this  quarterly  report  (the  "Evaluation  Date");  and

            c.   presented  in  this  quarterly report our conclusions about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

     5.     The  registrant's  other  certifying  officers and I have disclosed,
based  on our most recent evaluation, to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  functions):

            a.   all  significant  deficiencies  in  the  design or operation of
internal  controls  which  could  adversely  affect  the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and



                                       16
<PAGE>

            b.   any fraud, whether or not material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and

     6.     The  registrant's  other certifying officers and I have indicated in
this  quarterly  report  whether  there  were  significant  changes  in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.



Date:  February  19,  2003               /s/  Keith  Boyd
                                         ---------------------------------------
                                         Keith  Boyd
                                         Chief  Financial  Officer
























                                       17
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


     In connection with the accompanying Quarterly Report of Softstone Inc. (the
"Company") on Form 10-QSB for the period ended December 31, 2002 (the "Report"),
I, Keith Boyd, Chief Executive Officer of the Company, hereby certify that to my
knowledge:

     (1)     The Report fully complies with the requirements of Section 13(a) or
15(d)  of  the  Securities Exchange Act of 1934 (15 U.S.C.  78m or  78o(d)); and

     (2)     The  information  contained  in  the Report fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.



                                   /s/  Keith  Boyd
Dated:  February  19,  2003        ---------------------------------------------
                                   Keith  Boyd
                                   Chairman  and  Chief  Executive  Officer


     The  above certification is furnished solely pursuant to Section 906 of the
Sarbanes-Oxley  Act  of 2002 (18 U.S.C.  1350) and is not being filed as part of
the  Form  10-QSB  or  as  a  separate  disclosure  document.




















                                       18
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


     In connection with the accompanying Quarterly Report of Softstone Inc. (the
"Company") on Form 10-QSB for the period ended December 31, 2002 (the "Report"),
I, Keith Boyd, Chief Financial Officer of the Company, hereby certify that to my
knowledge:

     (1)     The Report fully complies with the requirements of Section 13(a) or
15(d)  of  the  Securities Exchange Act of 1934 (15 U.S.C.  78m or  78o(d)); and

     (2)     The  information  contained  in  the Report fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.



                                   /s/  Keith  Boyd
Dated:  February  19,  2003        ---------------------------------------------
                                   Keith  Boyd
                                   Chief  Financial  Officer


     The  above certification is furnished solely pursuant to Section 906 of the
Sarbanes-Oxley  Act  of 2002 (18 U.S.C.  1350) and is not being filed as part of
the  Form  10-QSB  or  as  a  separate  disclosure  document.





















                                       19