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 March 31, 2003
                                       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 small business issuer as specified in its charter)


                                    Delaware
                            (State of Incorporation)

                                   73-1564807
                      (IRS Employer Identification Number)

                      111 Hilltop Lane, Pottsboro, TX 75076
                    (Address of principal executive offices)

                                  903-786-9618
                          (Issuer's telephone number)



     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 May 16, 2003, the Company had 7,621,965 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

          Balance  Sheet  March  31,  2003 (Unaudited)                         3
          Statements  of  Operations  for  the  Three  Month  and
               Nine  Month  Periods  Ended  March  31,
               2003  and  2002  (Unaudited)                                    4
          Statements  of  Cash  Flows  for  the  Three  Month  and
               Nine  Month  Periods  Ended  March  31,
               2003  and  2002  (Unaudited)                                    5
          Notes  to  Unaudited  Financial  Statements                          6



















                                        2

<PAGE>

                                SOFTSTONE, INC.
                                  BALANCE SHEET
                                 March 31, 2003
                                  (Unaudited)

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
CURRENT  ASSETS:
<S>                                                                <C>
     Cash & cash equivalents                                       $        196
     Accounts receivable                                                 30,035
                                                                   ------------

          Total current assets                                           30,231

PROPERTY AND EQUIPMENT, net                                             310,879
                                                                   ------------

                                                                   $    341,110
                                                                   ============


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT  LIABILITIES:
     Accounts payable                                              $     29,921
     Accounts payable-related party                                     161,682
     Accrued expenses                                                    66,656
     Loans - current, including $547,852 to related parties             747,614
                                                                   ------------

          Total current liabilities                                   1,005,873

LONG  TERM  LIABILITIES
     Notes payable, financial institutions                               48,554

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                                                 41,749
     Accumulated deficit                                             (2,994,270)
                                                                   ------------
          Total stockholders' deficit                                  (713,317)
                                                                   ------------

                                                                   $    341,110
                                                                   ============
</TABLE>


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

                                        3
<PAGE>
                                SOFTSTONE, INC.
                            STATEMENTS OF OPERATIONS
    FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED MARCH 31, 2003 AND 2002
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                  Three months ended March  31,     Nine months ended March 31,
                                                  -----------------------------     ----------------------------
                                                      2003              2002            2003           2002
                                                  -----------       ------------    -----------     -----------
<S>                                               <C>               <C>             <C>             <C>
Revenues                                          $     5,079       $     8,624     $    95,354     $    36,120

Cost  of  revenue                                      38,329                 -          92,719               -
                                                  -----------       ------------    -----------     -----------

Gross profit (loss)                                   (33,250)            8,624           2,635          36.120

Operating  expenses
  General and administrative                           26,205           355,172         111,722         630,545
                                                  -----------       ------------    -----------     -----------

Operating loss                                        (59,455)         (346,548)       (109,087)       (594,425)

Other  expense
  Interest expense                                     16,322            12,857          48,920          35,259
  Loss  on  sale  of  assets                            5,802                 -          26,916               -
                                                  -----------       ------------    -----------     -----------

    Total other expense                                22,124            12,857          75,835          35,259
                                                  -----------       ------------    -----------     -----------

Loss before income taxes                              (81,579)         (359,405)       (184,922)       (629,684)

  Income  taxes                                             -                 -             800               -
                                                  -----------       ------------    -----------     -----------

Net loss                                          $   (81,579)      $  (359,405)    $  (185,722)    $  (629,684)
                                                  ===========       ===========     ===========     ===========


Basic and diluted  weighted  average  number
  of common stock outstanding                       7,041,965         6,348,697       7,041,965       6,471,385
                                                  ===========       ===========    ============     ===========

Basic and diluted net loss per share              $     (0.01)      $     (0.06)   $      (0.03)    $     (0.10)
                                                  ===========       ===========    ============     ===========
</TABLE>

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

                                        4
<PAGE>

                                 SOFTSTONE, INC.
                            STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTH PERIODS ENDED MARCH 31, 2003 AND 2002
                                   (Unaudited)


                                                        2003           2002
                                                  ------------    ------------
CASH  FLOWS  FROM  OPERATING  ACTIVITIES:
  Net loss                                        $   (185,722)   $   (629,684)
  Adjustments  to  reconcile  net  loss  to
    net cash used in operating activities:
      Depreciation and amortization                     51,466          64,689
      Non  Cash  Compensation                                -         306,581
      Loss  on  sale  of  assets                        26,916               -
      Increase of accounts receivable                  (27,452)        (21,011)
      Decrease  in  other  current  assets                   -           3,355
      Decrease of accounts payable                      (8,652)         22,354
      Increase  of  license  fees  payable                   -         125,000
      Increase of accrued expense                       37,049         (10,253)
                                                  ------------    ------------
           Total  adjustments                           79,327         490,715
                                                  ------------    ------------
Net  cash  used  in  operating  activities            (106,396)       (138,969)
                                                  ------------    ------------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES
      Proceeds  from  sale  of  assets                  32,576               -
      Purchase  of  exclusive  license                       -        (125,000)
      Purchase  of  stock                                    -        (125,000)
      Purchase  of  property  and equipment                  -         (10,000)
                                                  ------------    ------------
           Net cash provided by (used in)
             investing activities                       32,576        (260,000)
                                                  ------------    ------------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
      Investments  by  stockholders                          -          89,000
      Proceeds  from  loans                             40,100          96,697
      Payments of loans                                 (6,087)        (15,046)
      Cash received for shares to be issued             38,750               -
      Issuance of common stock pursuant to
        offering                                             -         237,020
                                                  ------------    ------------
        Net cash provided by
          financing activities                          72,763         407,671
                                                  ------------    ------------
Net increase (decrease) in cash & cash
  equivalents                                           (1,057)          8,702

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

CASH & CASH EQUIVALENTS, ENDING                   $        196    $     21,375
                                                  ============    ============

CASH  PAID  FOR:
     Interest                                     $     14,057    $     12,417
                                                  ============    ============

     Income  taxes                                $          -    $          -
                                                  ============    ============

   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  nine-month  ended  March  31,  2003  are not necessarily
     indicative  of the results that may be expected for the year ended June 30,
     2003.

     Segment  Reporting

     During the periods ended March 31, 2003 and 2002, 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  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 adoption of SFAS 145 does not
     have  a  material  effect  on  the  earnings  or  financial position of the
     Company.

     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 adoption of SFAS 146 does not have a material effect on the
     earnings  or  financial  position  of  the  Company.

     In  October  2002,  the  FASB issued SFAS No. 147, "Acquisitions of Certain
     Financial  Institutions."  SFAS No. 147 removes the requirement in SFAS No.
     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,
     "Goodwill  and Other Intangible Assets." In addition, this statement amends
     SFAS  No.  144,  "Accounting  for  the Impairment or Disposal of Long-Lived
     Assets,"  to  include  certain  financial  institution-related  intangible
     assetsThe  adoption  of  SFAS  147  does  not have a material effect on the
     earnings  or  financial  position  of  the  Company.

     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,  2002The adoption of this pronouncement does not have a material effect
     on  the  earnings  or  financial  position  of  the  Company.

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


     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
     adoption  of  SFAS  148  does not have a material effect on the earnings or
     financial  position  of  the  Company.

     On April 30, the FASB issued FASB Statement No. 149 (FAS 149), Amendment of
     Statement  133  on  Derivative  Instruments and Hedging Activities. FAS 149
     amends  and clarifies the accounting guidance on (1) derivative instruments
     (including  certain derivative instruments embedded in other contracts) and
     (2) hedging activities that fall within the scope of FASB Statement No. 133
     (FAS  133),  Accounting  for Derivative Instruments and Hedging Activities.
     FAS  149  also  amends  certain  other  existing pronouncements, which will
     result  in  more  consistent reporting of contracts that are derivatives in
     their  entirety  or that contain embedded derivatives that warrant separate
     accounting. FAS 149 is effective (1) for contracts entered into or modified
     after  June  30,  2003,  with  certain  exceptions,  and  (2)  for  hedging
     relationships designated after June 30, 2003. The guidance is to be applied
     prospectively.  The Company does not expect the adoption of SFAS No. 149 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  March  31, 2003:

<TABLE>
<CAPTION>
<S>                                                       <C>
                Furniture  and  computer  equipment       $   42,198
                Production  and  other  equipment            450,063
                Vehicles                                      29,381
                                                          ----------

                                                             521,642
                Less:  Accumulated  depreciation            (210,763)
                                                          ----------
                                                          $  310,879
                                                          ==========
</TABLE>

4.   NOTES  PAYABLE

     Notes  payable  consist  of  the  following  at  March  31,  2003:
<TABLE>
<CAPTION>
               Revolving  note  payable  to  bank;
               interest due  7/5/02,  prime + 1%,
<S>                                                       <C>
               due  on demand                             $   96,448

               Notes payable to stockholder, 8% & 12%
               interest  rates                               547,852

               Bank  term loan; 3.9% interest  rate;
               due  on demand. The fair value of the
               loan at current market rate   of  9%
               would  be approximately $64,000                63,214


                                        8
<PAGE>

               Bank term loan; 6.78% interest  rate;
               maturing  September  13,  2003.                40,100

               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                                 8,484

               Payable  to  stockholder;  interest
               free; due  on  demand  and  unsecured         161,682
                                                          ----------

                                                             957,850

               Less:  current  portion                       909,296
                                                          ----------

               Long-term  debt                            $   48,554
                                                          ==========
</TABLE>

     The  following is a summary of maturities of principal under long-term debt
     for  periods  ending  March  31:

<TABLE>
<CAPTION>
<S>                                                       <C>
               2004                                       $   25,331
               2005                                           14,250
               2006                                            8,973
                                                          ----------
                                                          $   48,554
                                                          ==========
</TABLE>

            The  notes payable has been classified in the balance sheet at March
31,  2003  as  per  follows:

<TABLE>
<CAPTION>
<S>                                                       <C>
               Accounts  payable  -  related  party       $  161,682
               Loans  current                                747,614
                                                          ----------
               Current  liabilities                          909,296
               Notes  Payable                                 48,554
                                                          ----------
                                                          $  957,850
                                                          ==========
</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

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


     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 March 31, 2003,
     the  Company  had  incurred  cumulative  losses  of $2,994,270 and negative
     working  capital  of  $975,642.  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 - Third Quarter (Q3) of Fiscal Year 2003 Compared to
     ---------------------------------------------------------------------------
     Third  Quarter  of  Fiscal  Year  2002
     --------------------------------------

     Softstone  had sales of $5,079 in Q3 2003, as compared with sales of $8,624
in  Q3  2002  (Softstone's  fiscal  year  ends on June 30).  Softstone is making
significant  progress  in the areas of brokering specified crumb rubber and sees
this  area  of   the  business  increasing,  enabling  the  company  to  operate
profitably.   Furthermore,  until Softstone (i) increases its volume of sales of
specified  crumb  rubber  or  (ii)  expands  the  Levgum devulcanized technology
throughout  the   Western  Hemisphere,  it  is  unable  to  operate  profitably.
Accordingly,  Softstone  is  pursuing sales in these areas and has a significant
purchase  order  that  it  is  filling  currently.

     Our  general, selling and administrative expenses - which have been devoted
to raising capital, brokering specified crumb rubber, expanding on our rights to
the  Levgum  Devulcanization  Technology  and  acquiring a public market for our
common  stock  -  were  $26,205 in Q3 2003 as compared with $355,172 in Q3 2002.

     We  had  a loss of $81,579 in Q3 2003, or $0.01 a share, as compared with a
loss  of  $359,405  in  Q3  2002,  or  $0.06  a  share.

     Results  of  Operations - First Nine Months of Fiscal Year 2003 Compared to
     ---------------------------------------------------------------------------
     First  Nine  Months  of  Fiscal  Year  2002
     -------------------------------------------

     Softstone  had  sales of $95,354 in the first nine months of FY 2003 (March
31,  2003)  compared  to  sales  of  $36,120 in the first nine months of FY 2002
(March  31,  2002).  Softstone  is  making  significant progress in the areas of
brokering  specified crumb rubber and sees this area of the business increasing,
enabling  the  company  to operate profitably.  Furthermore, until Softstone (i)
increases  its  volume  of  sales  of specified crumb rubber or (ii) expands the
Levgum  devulcanized  technology throughout the Western Hemisphere, it is unable
to  operate profitably.  Accordingly, Softstone is pursuing sales in these areas
and  has  a  significant  purchase  order  that  it  is  filling  currently.

     Our  general, selling and administrative expenses - which have been devoted
to  raising  capital,  brokering specified crumb rubber, expanding our rights to
the  Levgum  Devulcanization  Technology  and  acquiring a public market for our
common  stock  -  were  $111,722 in the first nine months of FY 2003 as compared
with  $630,545  in  the  first  nine  months  of  FY  2002.

     We had a net loss of $185,722, or $0.03a share, in the first nine months of
FY  2003 as compared with a net loss of $629,684, or $0.10 a share, in the first
nine  months  of  FY  2002.

                                       11
<PAGE>

     We  covered  our $185,722 loss in the first nine months of FY 2003 by loans
of $40,100, an increase of accrued expenses of $37,049, proceeds of $32,576 from
the  sale  of  assets,  and  the sale of $38,750 in stock in private placements.
Additionally, some $51,466 of the loss was attributable to a non-cash line item,
depreciation  and  amortization.

     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.

     On  April  17,  2002  our  common stock was approved for listing on the OTC
Bulletin  Board.  Out  stock  market  symbol  is  "SOFS".

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.




                                       12
<PAGE>

                          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.

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

         99.1   Certification of Chief  Executive Officer pursuant to 18  U.S.C.
                Section  1350, as adopted  pursuant  to  Section  906   of   the
                Sarbanes-Oxley  Act  of  2002.

         99.2   Certification  of Chief Financial Officer pursuant to  18 U.S.C.
                Section  1350,  as  adopted   pursuant  to   Section  906 of the
                Sarbanes-Oxley  Act  of  2002.

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

     (b)  Reports  on  Form  8-K

          None.


                                       13
<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:  May  19,  2003























                                       14
<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

            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:  May  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

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

                                       15
<PAGE>

                                 SOFTSTONE INC.
                         Commission File Number 0-29523


                    Index to Exhibits to Form 10-QSB 03-31-03

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.

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

         99.1   Certification of Chief  Executive Officer pursuant to 18  U.S.C.
                Section  1350, as adopted  pursuant  to  Section  906   of   the
                Sarbanes-Oxley  Act  of  2002.

         99.2   Certification  of Chief Financial Officer pursuant to  18 U.S.C.
                Section  1350,  as  adopted   pursuant  to   Section  906 of the
                Sarbanes-Oxley  Act  of  2002.

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