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

                                  FORM 10-QSB

(Mark  One)

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

                  For the quarterly period ended June 30, 2001

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

        For the transition period from _______________ to _______________

Commission  File  Number  0-29523

                                 SOFTSTONE INC.
    -----------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


          Delaware                                                73-1564807
  State  or  other  jurisdiction                               (IRS  Employer
of incorporation or organization)                            Identification No.)

                      5 Interstate Court, Ardmore, OK 73401
                    ----------------------------------------
                    (Address of principal executive offices)

                                  580-233-3888
                                  ------------
                          (Issuer's telephone number)


                        KILKENNY ACQUISITION CORPORATION
                 2600 Michelson Dr., Ste. 490, Irvine, CA 92612
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

      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  August  8,  2001,  the Company had 500,000 shares of its $.001 par value
common  stock  issued  and  outstanding.

Transitional  Small  Business  Disclosure  Format  (check  one):

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

<PAGE>

                                      INDEX

PART  I  FINANCIAL  INFORMATION
                                                                            Page
                                                                            ----
Item  1.  Financial  Statements  Page

          Condensed  Balance  Sheet at June 30, 2001 (unaudited)               3

          Condensed  Statements  of  Operations  for  the  Quarter
              Ended  June  30, 2001 and June 30, 2000 (unaudited)              4

          Condensed  Statements  of  Operations  for  the  Six  Months
              Ended  June  30, 2001 and June 30, 2000 (unaudited)              5

          Condensed  Statements  of  Cash  Flows  for  the  Six  Months
              Ended  June  30, 2001 and June 30, 2000 (unaudited)              6

          Notes  to  Condensed Financial Statements (unaudited)                7

Item  2.  Management's Discussion and Analysis or Plan of Operation            8

PART  II  OTHER  INFORMATION

Item  2.  Changes in Securities                                                9

Item  6.  Exhibits and Reports on Form 8-K                                     9

Signatures                                                                    10




                                        2
<PAGE>

                        KILKENNY ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                  (UNAUDITED)
                                  JUNE 30, 2001



                                     ASSETS
<TABLE>
<CAPTION>
<S>                                                                   <C>
TOTAL  ASSETS                                                         $       -
                                                                       ========



                      LIABILITIES AND SHAREHOLDERS' EQUITY

TOTAL  LIABILITIES                                                    $       -
                                                                       --------

SHAREHOLDERS'  EQUITY:

   Preferred  stock,  10,000,000  shares  authorized,
      $.001  par  value, none  issued and outstanding                         -
   Common  stock,  20,000,000  shares  authorized,
      $.001  par  value, 500,000  shares issued
      and outstanding                                                       500
   Additional  paid in capital                                            1,684
   Deficit accumulated during the development stage                      (2,184)
                                                                     ----------

      NET  SHAREHOLDERS' EQUITY                                               -
                                                                     ----------

                                                                     $        -
                                                                      =========
</TABLE>


                                        3
<PAGE>

                        KILKENNY ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                  CUMULATIVE
                                                THREE MONTHS     FROM INCEPTION
                                               ENDED JUNE 30,   (APRIL 21, 1997)
                                            -------------------
                                                                   TO JUNE 30,
                                              2001       2000         2001
                                            --------   --------  ---------------
COSTS  AND  EXPENSES:
<S>                                         <C>        <C>           <C>
  General and administrative expenses       $    250   $    407      $ 2,184
                                             -------    -------       ------


NET  LOSS                                   $   (250)  $    407      $(2,184)
                                             =======    =======       ======


BASIC AND DILUTED NET LOSS PER COMMON SHARE $      -   $      -
                                             =======    =======


BASIC  AND  DILUTED  WEIGHTED  AVERAGE
  NUMBER OF COMMON SHARES OUTSTANDING        500,000    500,000
                                             =======    =======
</TABLE>





                                        4



<PAGE>

                        KILKENNY ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  CUMULATIVE
                                                 SIX MONTHS      FROM INCEPTION
                                               ENDED JUNE 30,   (APRIL 21, 1997)
                                            -------------------
                                                                   TO JUNE 30,
                                              2000       1999         2000
                                            --------   --------  ---------------
COSTS  AND  EXPENSES:
<S>                                         <C>        <C>           <C>
  General and administrative expenses       $    865   $    997      $ 2,184
                                             -------    -------       ------


NET  LOSS                                   $   (865)  $   (997)     $(2,184)
                                             =======    =======       ======


BASIC AND DILUTED NET LOSS PER COMMON SHARE $      -   $      -
                                             =======    =======


BASIC  AND  DILUTED  WEIGHTED  AVERAGE
  NUMBER OF COMMON SHARES OUTSTANDING        500,000    500,000
                                             =======    =======
</TABLE>







                                        5
<PAGE>

                        KILKENNY ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  CUMULATIVE
                                                 SIX MONTHS      FROM INCEPTION
                                               ENDED JUNE 30,   (APRIL 21, 1997)
                                            -------------------
                                                                   TO JUNE 30,
                                              2001       2000         2001
                                            --------   --------  ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                         <C>        <C>           <C>
  Net  loss                                 $    (865) $    (997)    $(2,184)
  Adjustments  to  reconcile  net  loss
    to  net  cash used  by  operating
    activities:                                     -          -           -
                                             --------   --------      ------

    Net cash used by operating activities        (865)      (997)     (2,184)
                                             --------   --------      ------


CASH FLOWS FROM INVESTING ACTIVITIES                -          -           -
                                             --------   --------      ------


CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
  Issuance  of  common  stock                       -          -         500
  Capital  contributions                          865        997       1,684
                                             --------   --------      ------

    Net cash provided by
      financing  activities                       865        997       2,184
                                             --------   --------      ------

Net increase (decrease) in cash                     -          -           -
                                             --------   --------      ------

CASH,  BEGINNING  OF  PERIOD                        -          -           -
                                             --------   --------      ------

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







                                        6
<PAGE>

                        KILKENNY  ACQUISITION  CORPORATION
                          (A  DEVELOPMENT  STAGE  COMPANY)
                     NOTES  TO  UNAUDITED  FINANCIAL  STATEMENTS
                                  JUNE  30,  2001


NOTE  A  -  BASIS  OF  PRESENTATION
------------------------------

      The  accompanying  unaudited  financial statements of Kilkenny Acquisition
      Corp.  (the  "Company")  have  been  prepared in accordance with generally
      accepted   accounting  principles  for   interim  financial   information.
      Accordingly,  they  do  not  include  all  of  the information required by
      generally  accepted    accounting   principles   for  complete   financial
      statements.  In  the opinion of management, all adjustments (consisting of
      normal recurring adjustments) considered necessary for a fair presentation
      have  been  included.  Operating results for the six months ended June 30,
      2001  are not necessarily indicative of the results for any future period.
      These  statements should be read in conjunction with the Company's audited
      financial  statements  and  notes  thereto for the year ended December 31,
      2000.

NOTE  B  -  GOING  CONCERN
----------------------

      The  accompanying  financial  statements  have been prepared in conformity
      with   generally   accepted   accounting   principles,  which  contemplate
      continuation  of  the  Company  as  a  going  concern.  Additional capital
      infusion  is  necessary  in  order to acquire business opportunities. This
      factor raises substantial doubt about the Company's ability to continue as
      a  going  concern.











                                        7
<PAGE>

Item  2.  Plan  of  Operation

     The  financial  statements  presented  are  those  of  Kilkenny Acquisition
Corporation,  which  was  organized in April 1997 for the purpose of listing its
securities  on  an  electronic  stock  exchange and then acquiring an interest a
suitable operating business. Kilkenny has not yet engaged in business and has no
revenues.  As  of  June  30,  2001  Kilkenny  had  no  assets  or  liabilities.

     Until  July  24,  2001,  Kilkenny's  plan  of operation was to search for a
suitable  acquisition  candidate.  On  July  24,  2001, Kilkenny was acquired by
Softstone  Inc., a Delaware corporation, and became a wholly-owned subsidiary of
Softstone.  Softstone  assumed  the  obligation  of  filing  reports  with  the
Commission.  Softstone  is  an  operating  company.  It will soon file financial
statements,  as  required  by  Item  310  of  Regulation  S-B.  A description of
Softstone's  business background, business and management is contained in a Form
8-K  filed  by  Softstone on August 8, 2001, which is incorporated by reference.
Commission  File  No.  000-29523.










                                        8
<PAGE>

                            PART II OTHER INFORMATION

Item  2.     Changes  in  Securities

     When  Kilkenny  Acquisition  Corporation  was acquired by Softstone Inc. on
July  24,  2001,  each  holder of Kilkenny common stock exchanged his shares for
common stock of Softstone.  The details of the exchange were described in a Form
8-K  filed  by  Softstone on August 8, 2001, which is incorporated by reference.
Commission  File  No.  000-29523.

Item  6.     Exhibits  and  Reports  on  Form  8-K

            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.*

           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.*

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


     *Previously  filed August  8, 2001 with Form 8-K Current Report. Commission
file  number  000-29523;  incorporated  herein.

          Reports  on  Form  8-K
          ----------------------

     Form 8-K July 24, 2001, filed August 8, 2001, reporting Item 1 - Changes in
Control  of  Registrant; Item 2 - Acquisition or Disposition of Assets; Item 4 -
Changes in Registrant's Certifying Accountant; Item 5 - Other Events; and Item 6
-  Resignations  of  Directors  and  Executive Officers.  Commission file number
000-29533.







                                        9
<PAGE>


                                   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.

                                                SOFTSTONE  INC.

                                                By:/s/Keith  P.  Boyd
                                                   -----------------------
                                                   Keith  P.  Boyd
                                                     Chief Executive Officer

Dated:  August  13,  2001








                                       10