10KSB/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-KSB/A (NO. 2)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended March 31, 2004

OR

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

For the transition period from ______________ to ______________

Commission File Number 1-12966

CLEARSTORY SYSTEMS, INC.

Delaware	06-1302773
(State or Other Jurisdiction of Incorporation of Organization)	(IRS Employer Identification No.)

One Research Drive, Suite 200B, Westborough, Massachusetts 01581

508-870-4000

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

Securities registered under Section 12(g) of the Act:

Title of Each Class

Common Stock, $.10 par value

        Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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        

        Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB/A or any amendment to this Form 10-KSB/A.   |X|

        Revenues for the fiscal year ended March 31, 2004 were $8,829,000.

        The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing price for the Common Stock on June 23, 2004, as reported by OTCBB, was approximately $3.1 million. As of June 23, 2004, the registrant had outstanding 5,992,287 shares of Common Stock.

EXPLANATORY NOTE:

        This Amendment No. 2 on Form 10-KSB/A is being filed for the purpose of amending and restating Item 8A included in the Company’s Form 10-KSB for the fiscal year ended March 31, 2004 as filed with the Securities and Exchange Commission on July 14, 2004. This Form 10-KSB/A does not reflect events occurring after the filing of the Form 10-KSB.

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ITEM 8A. CONTROLS AND PROCEDURES

        We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer who also serves as President and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of March 31, 2004. Our management has concluded that, as of March 31, 2004, our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934.

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SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

CLEARSTORY SYSTEMS, INC.


By: /S/ HENRY F. NELSON
—————————————————
Henry F. Nelson
Chief Executive Officer, President, and
Chief Financial Officer

Dated: December 16, 2004

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INDEX OF EXHIBITS

The following Exhibits are filed as part of, or incorporated by reference into, this Report on Form 10-KSB/A (No. 2), as indicated below:

EXHIBIT NO.       DESCRIPTION OF EXHIBIT

31.1 Certification Required by Rule 13a-14(a)/15d - 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)

32.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. (furnished herewith)

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EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Henry F. Nelson, certify that:

1.     I have reviewed this annual report on Form 10-KSB/A (No. 2) of ClearStory Systems, Inc.;

2.     Based on my knowledge, this annual 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 annual report;

3.     [Intentionally Omitted];

4.     I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I 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 annual 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 of this annual report (the “Evaluation Date”); and

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

5.     I have disclosed, based on my most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

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.     I have indicated in this annual report whether or not 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: December 16, 2004

/S/ HENRY F. NELSON
——————————————
Henry F. Nelson
Chief Executive Officer, President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SEC. 1350
(SECTION 906 OF THE SARBANES – OXLEY ACT OF 2002)

        In connection with the Annual Report on Form 10-KSB/A (No. 2) of ClearStory Systems, Inc. (the “Company”) for the fiscal year ended March 31, 2004 (the “Report”), Henry F. Nelson, Chief Executive Officer, President and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Date: December 16, 2004

/S/ HENRY F. NELSON
——————————————
Henry F. Nelson
Chief Executive Officer, President and Chief Financial Officer