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 September 30, 2002
                                       OR
                  [ ] 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 registrant as specified in its charter)

    Delaware                       000-29523                       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)



     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  November  15,  2002,  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  September  30,  2002  (Unaudited)                         3
     Statements  of  Operations  for  the  Three  Month  Periods
          Ended  September  30,  2002  and 2001 (Unaudited)                    4
     Statements  of  Cash  Flows  for  the  Three  Month  Periods
          Ended  September  30,  2002  and 2001 (Unaudited)                    5
     Notes  to  the  Financial  Statements                                     6




























                                        2

<PAGE>

                                SOFTSTONE, INC.
                                  BALANCE SHEET
                               September 30, 2002
                                  (Unaudited)

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
CURRENT  ASSETS:
<S>                                                                <C>
     Cash & cash equivalents                                       $     59,243
     Accounts receivable                                                  1,765
                                                                   ------------
          Total current assets                                           61,008


PROPERTY AND EQUIPMENT, net                                             364,123
                                                                  -------------

                                                                  $     425,131
                                                                  =============

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

CURRENT  LIABILITIES:
     Accounts payable                                             $      39,352
     Accounts payable-related party                                     160,879
     Accrued expenses                                                    30,810
     Loans - current, including $279,000 to related parties             443,605
                                                                  -------------
          Total current liabilities                                     674,645

LONG  TERM  LIABILITIES
     Notes payable, financial institutions                               54,038
     Loans from related parties, non-current portion                    262,537

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                                                  2,999
     Deficit accumulated from inception                              (2,808,292)
                                                                  -------------
          Total stockholders' deficit                                  (566,089)
                                                                  -------------

                                                                  $     425,131
                                                                  =============
</TABLE>

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

                                        3
<PAGE>

                                SOFTSTONE, INC.
                            STATEMENTS OF OPERATIONS
          FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                      2002              2001
                                                 ------------      ------------
<S>                                              <C>               <C>
Revenues                                         $     86,425      $      2,882

Cost  of  revenue                                      14,822                 -
                                                 ------------      ------------

Gross Profit                                           71,603             2,882

Operating  expenses

  General and administrative                           41,505           163,061
                                                 ------------      ------------

Operating income (loss)                                30,098          (160,179)

Other  (income)  expense
  Interest expense                                      8,968            10,697
  Loss  on  sale  of  assets                           20,875                 -
  Loss  on  investment                                      -                 -
  Loss  on  impairment  of assets                           -                 -
                                                 ------------      ------------

     Total other (income) expense                      29,843            10,697

Income (loss) before income taxes                         256          (170,876)

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

Net income (loss)                                $        256      $   (170,876)
                                                 ============      ============


Basic and diluted weighted average number
  of common stock outstanding                       7,041,965         5,402,554
                                                 ============      ============

Basic and diluted net income (loss) per share    $       0.00      $      (0.03)
                                                 ============      ============
</TABLE>

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

                                        4
<PAGE>

                                SOFTSTONE, INC.
                            STATEMENTS OF CASH FLOWS
          FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                      2002              2001
                                                 ------------      ------------
<S>                                              <C>               <C>
CASH  FLOWS  FROM  OPERATING  ACTIVITIES:
  Net income (loss)                              $       256       $   (170,876)
  Adjustments  to  reconcile  net  loss  to
    net  cash  used  in operating  activities:
      Depreciation and amortization                   17,163             20,558
      Issuance of common stock for compensation            -             51,415
      Loss  on  sale  of  assets                      20,875                  -
      Decrease  of  accounts  receivable                 818                  -
      Decrease  of  accounts  payable                    (14)                 -
      Increase of accrued expense                      1,192              1,101
                                                 ------------      ------------
          Total  adjustments                          40,034             73,074
                                                 ------------      ------------

        Net cash provided by (used in)
          operating activities                        40,290            (97,802)
                                                 ------------      ------------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES
  Proceeds  from  sale  of  assets                    19,676                  -
  Purchase  of  property  and equipment                    -            (10,000)
                                                 ------------      ------------
    Net cash provided by (used in)
      investing activities                            19,676            (10,000)
                                                 ------------      ------------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
  Investments  by  stockholders                            -             14,676
  Payments of loans                                   (1,976)            (6,394)
  Issuance  of  common  stock  for cash                    -             87,320
                                                 ------------      ------------
    Net cash provided by (used in)
      financing activities                            (1,976)            95,602
                                                 ------------      ------------

Net increase (decrease) in cash &
  cash equivalents                                    57,990            (12,200)

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

CASH & CASH EQUIVALENTS, ENDING                  $    59,243       $        473
                                                 ===========       ============

CASH  PAID  FOR:
  Interest                                       $     4,712       $      5,526
                                                 ===========       ============

  Income taxes                                   $         0       $          0
                                                 ===========       ============
</TABLE>

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

                                        5
<PAGE>

                                SOFTSTONE, INC.
                        NOTES TO THE 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  have  started in the period 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  three-month ended September 30, 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  September  30, 2002 and 2001, the Company only
     operated  in  one  segment.  Therefore,  segment  disclosure  has  not been
     presented.

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


     Reclassifications

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

2.   RECENT  PRONOUNCEMENTS

     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 is
     evaluating  any accounting effect, if any, arising from the recently issued
     SFAS  No.  144, "Goodwill and Other Intangibles" on the Company's financial
     position  or  results  of  operations.

     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 its 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 EITF 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  provisions of this statement are effective for exit or disposal
     activities  that  are  initiated  after  December  31,  2002  with  earlier
     application  encouraged.  The  Company does not expect adoption of SFAS No.
     146  to  have  a  material  impact,  if  any,  on its financial position or
     results  of  operations.

3    PROPERTY  AND  EQUIPMENT

     Property  and  equipment  consist  of  the following at September 30, 2002:

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

<TABLE>
<CAPTION>
<S>                                                                <C>
          Furniture  and  computer  equipment                      $  42,837
          Production  and  other  equipment                          485,160
          Vehicles                                                    29,381
                                                                   ---------

                                                                     557,378
          Less:  Accumulated  depreciation
                 and  amortization                                  (193,255)
                                                                   ---------

                                                                   $ 364,123
                                                                   =========
</TABLE>

4.   NOTES  PAYABLE

     Notes  payable  consist  of  the  following  at  September  30,  2002:
<TABLE>
<CAPTION>
               Revolving  note  payable  to  bank;
               interest due 7/5/02, prime + 1%,  maturing
<S>                                                                <C>
               December  5,  2002                                  $ 100,035

               Notes payable to stockholder, 8% & 12%
               interest  rates                                       541,537

               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                               15,226

               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                                     29,839

               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
                                                                   ---------
                                                                     921,059

               Less:  current  portion                               604,484
                                                                   ---------

               Long-term  debt                                     $ 316,575
                                                                   =========
</TABLE>

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


     The  following is a summary of maturities of principal under long-term debt
     for  periods  ending  September  30:
<TABLE>
<CAPTION>
<S>                                              <C>
                        2004                     $  260,561
                        2005                         16,202
                        2006                         39,812
                                                 ----------
                                                 $  316,575
                                                 ==========
</TABLE>

     The notes payable has been classified in the balance sheet at September 30,
     2002 as  per  follows:
<TABLE>
<CAPTION>
<S>                                                    <C>
           Accounts  payable  -  related  party        $  160,879
           Loans  current                                 443,605
                                                       ----------
           Current  liabilities                           604,484
           Notes  Payable                                  54,038
           Loans  related  parties - non-current          262,537
                                                       ----------
                                                       $  921,059
                                                       ==========
</TABLE>

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.

                                        9
<PAGE>
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 September 30,
     2002, the Company had incurred cumulative losses of $2,808,292 and negative
     working  capital  of  $613,637.  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 - First Quarter of Fiscal Year 2003 Compared to First
     ---------------------------------------------------------------------------
     Quarter  of  Fiscal  Year  2002
     -------------------------------

     Softstone had sales of $86,425 in Q1 2003, as compared with sales of $2,882
in  Q1  2002 (Softstone's fiscal year ends on June 30).  Our cost of sales in Q1
2003  was  $14,822,  which  provided  a  gross  margin  of  82.8 percent.  Until
Softstone  (i)  acquires  equipment  that produces wire-free chips from shredded
tires  and  (ii)  refurbishes  its  tire  shredder,  it  is  unable  to  operate
profitably.  Accordingly,  Softstone  is  not  pursuing  sales that must be made
before  such  equipment  purchase  and  renovation  takes  place.

     Our  general, selling and administrative expenses - which have been devoted
to  raising  capital  and  acquiring a public market for our common stock - were
$41,505  in  Q1  2003,  or  48 percent of sales, as compared with $163,061 in Q1
2002.

     We had income of $256 in Q1 2003, or $0.00 a share, as compared with a loss
of  $170,876  in  Q1  2002,  or  $0.03  a  share.

     We  had  cash  of $59,243 at the end of Q1 2003, compared with cash of only
$473  at  the  end  of  Q1 2002.  We covered our $170,876 loss in Q1 2002 by net
borrowings  of  $9,181  and  the sale of $87,320 in stock in private placements.
Some $73,074 of our Q1 2002 loss was attributed to depreciation and amortization
($20,558),  non-cash  compensation  ($51,415)  and  accrued  but unpaid expenses
($1,101), and $87,320 was provided by sales of common stock for cash and $14,676
in  investments  by  existing  stockholders.

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  renovation of our tire
shredder  and  the  purchase  of  equipment  that  produces wire-free chips from
shredded  tires.  We  have  not identified the source of these funds.  We made a
small  profit  this  fiscal quarter due to $43,383 in revenues received from our
brokering the sale to a U.S. company of crumb rubber imported from India and due
to sales of rubber mats from inventory and the sale of some of our excess tools.


                                       11
<PAGE>

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.*

         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.*

         10.3     -      Agreement  of   March  15,  2002   with   Levgum,  Inc.
                         concerning  exclusive  license  to  Western  Hemisphere
                         for  Levgum's  devulcanization  technology.**

                                       12
<PAGE>

         16.1     -      Letter  of  September  9,  2002  of  Hogan  &  Slovacek
                         agreeing  with  the  statements  made  in  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  10-QSB  May  20,  2002 Commission File No.
     000-29523;  incorporated  by  reference.

     ***  Previously filed with Form 8-K September 11, 2002 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.

                                   SOFTSTONE  INC.


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

Dated:  November  19,  2002






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


I,  Keith  P.  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

            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

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<PAGE>

     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:  November  19,  2002               /s/  Keith  P.  Boyd
                                         ---------------------------------------
                                         Keith  P.  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,  Joseph J. Johnston, 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

            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


                                       16
<PAGE>

     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:  November  19,  2002               /s/  Joseph  J.  Johnston
                                         ---------------------------------------
                                         Joseph  J.  Johnston
                                         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  September  30,  2002 (the
"Report"),  I,  Keith  P.  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  P.  Boyd
Dated:  November  19,  2002                   ----------------------------------
                                              Keith  P.  Boyd
                                              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-Q  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  September  30,  2002 (the
"Report"), I, Joseph J. Johnston, 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/  Joseph  J.  Johnston
Dated:  November  19,  2002                 ------------------------------------
                                            Joseph  J.  Johnston
                                            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-Q  or  as  a  separate  disclosure  document.

























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