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

# FORM 10-QSB/A

(Mark One)

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

For
the quarterly period ended: June 30, 2004

OR

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

For the
transition period from to

Commission file number
000-49743

Stock Market Solutions,
Inc. (Exact Name of Small Business Issuer as Specified in Its Charter)

|Nevada                                                              | 88-0443110                          
|------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction     
of incorporation or organization) | (IRS Employer Identification
Number)

1000 Bourbon St. Ste 380, New Orleans, Louisiana 70116-2708 (Address of Principal Executive Offices)

504-598-4877 (Issuers
Telephone Number, Including Area Code)

Check whether the issuer: (1) filed
all reports required to be filed by Section13 or 15(d) of the Exchange Act 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 []

# APPLICABLE ONLY TO
CORPORATE ISSUERS

State the number of shares
outstanding of each of the issuers classes of common equity, as of the latest
practicable date: 30,150,000 as of August 13, 2004.

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

-1-

Table of Contents

|        |  | 
|------- |  | 
|PART I  |  | 
|Item 1  |  | 
|Item 2  |  | 
|        |  | 
|Item 3  |  | 
|PART II |  | 
|Item 1  |  | 
|Item 2  |  | 
|Item 3  |  | 
|Item 4  |  | 
|Item 5  |  | 
|Item 6  |  | 

-2-

# PART I  Financial
Information

# Item 1. Financial
Statements

The accompanying unaudited financial
statements have been prepared in accordance with generally accepted accounting principles
for interim financial reporting and pursuant to the rules and regulations of the
Securities and Exchange Commission (Commission). While these statements
reflect all normal recurring adjustments which are, in the opinion of management,
necessary for fair presentation of the results of the interim period, they do not include
all of the information and footnotes required by generally accepted accounting principles
for complete financial statements. For further information, refer to the financial
statements and footnotes thereto, which are included in the Companys Annual Report
on Form 10-KSB, as amended, for the fiscal year ended December 31, 2003, previously filed
with the Commission.

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

-3-

Stock Market Solutions,
Inc.(A Development Stage Company)

Contents

|                              | Page
|----------------------------- | ----
|Balance Sheet                 |     
|Statements of Operations      |     
|Statements of Cash Flows      |     
|Notes to Financial Statements |     

|                                                  | 
|------------------------------------------------- | 
|ASSETS                                            | 
|Current Assets                                    | 
|Cash                                              | 
|Security deposit                                  | 
|                                                  | 
|Total Current Assets                              | 
|                                                  | 
|Equipment, net                                    | 
|                                                  | 
|Total Assets                                      | 
|                                                  | 
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY          | 
|Current Liabilities                               | 
|Accounts payable                                  | 
|Note payable - stockholder                        | 
|                                                  | 
|Total Current Liabilities                         | 
|                                                  | 
|Convertible Debenture                             | 
|Total Liabilities                                 | 
|                                                  | 
|Stockholders' Deficiency                          | 
|Common stock, $0.001 par value, 50,000,000 shares | 
|authorized, 27,150,000 issued and outstanding     | 
|Common stock issuable ( 3,181,818 shares)         | 
|Additional paid-in capital                        | 
|Deficit accumulated during development stage      | 
|                                                  | 
|                                                  | 
|Less: Deferred consulting fee                     | 
|Less: Deferred comittment fee                     | 
|                                                  | 
|Total Stockholders' Deficiency                    | 
|                                                  | 
|                                                  | 
|Total Liabilities and Stockholders' Deficiency    | 
|                                                  | 

-4-

|                                              | Three Months
Ended
June 30, | Six Months
Ended
June 30, | For the period from
January 22, 1999
(Inception) to |            |  
|--------------------------------------------- | --------------------------- | ------------------------- | --------------------------------------------------- | ---------- | -
|
|Operating Expenses                            |                             |                           |                                                     |            |  
|Depreciation                                  |                             |                           | $                                                   | 309        |  
|Legal                                         |                             |                           |                                                     | 18,535     |  
|Interest expense                              |                             |                           |                                                     | 7,423      |  
|Software impairment loss                      |                             |                           |                                                     | --         |  
|Website impairment loss                       |                             |                           |                                                     | --         |  
|Settlement loss                               |                             |                           |                                                     | 60,963     |  
|Amortization                                  |                             |                           |                                                     | --         |  
|Accounting                                    |                             |                           |                                                     | 2,229      |  
|Consulting                                    |                             |                           |                                                     | 155,318    |  
|Software and website costs                    |                             |                           |                                                     | --         |  
|General and administrative                    |                             |                           |                                                     | 12,953     |  
|                                              |                             |                           |                                                     |            |  
|Total Operating Expenses                      |                             |                           |                                                     | 257,730    |  
|                                              |                             |                           |                                                     |            |  
|Loss from Operations                          |                             |                           |                                                     | (257,730   | )
|                                              |                             |                           |                                                     |            |  
|Net Loss                                      |                             |                           | $                                                   | (257,730   | )
|                                              |                             |                           |                                                     |            |  
|                                              |                             |                           |                                                     |            |  
|Net Loss Per Share - Basic and Diluted        |                             |                           | $                                                   | (0.01      | )
|                                              |                             |                           |                                                     |            |  
|                                              |                             |                           |                                                     |            |  
|Weighted average number of shares outstanding |                             |                          
|during the year - basic and diluted           |                             |                           |                                                     | 22,920,979 |  
|                                              |                             |                           |                                                     |            |  

-5-

|                                                     | Six Months
Ended
June 30, | For the period from
January 22, 1999
(Inception) to |  
|---------------------------------------------------- | ------------------------- | --------------------------------------------------- | -
|
|Cash Flows from Operating Activities:                |                           |                                                     |  
|Net loss                                             |                           |                                                     | $
|Adjustment to reconcile net loss to met cash used in |                           |                                                    
|operating activities:                                |                           |                                                    
|Options for service                                  |                           |                                                     |  
|Amortization                                         |                           |                                                     |  
|Depreciation                                         |                           |                                                     |  
|Settlement loss                                      |                           |                                                     |  
|Beneficial conversion interest                       |                           |                                                     |  
|Stock issued for services                            |                           |                                                     |  
|Software impairment loss                             |                           |                                                     |  
|Website impairment loss                              |                           |                                                     |  
|Changes in operating assets and liabilities:         |                           |                                                    
|Increase (decrease) in:                              |                           |                                                    
|Prepaid expenses                                     |                           |                                                     |  
|Security deposit                                     |                           |                                                     |  
|Accounts payable                                     |                           |                                                     |  
|                                                     |                           |                                                     |  
|Net Cash Used in Operating Activities                |                           |                                                     |  
|                                                     |                           |                                                     |  
|Cash Flows from Investing Activities:                |                           |                                                    
|Purchase of equipment                                |                           |                                                     |  
|Loan disbursements to officer                        |                           |                                                     |  
|Payment for software development                     |                           |                                                     |  
|                                                     |                           |                                                     |  
|Net Cash Used in Investing Activities                |                           |                                                     |  
|                                                     |                           |                                                     |  
|Cash Flows from Financing Activities:                |                           |                                                    
|Proceeds from common stock issuace                   |                           |                                                     |  
|Proceeds from notes payable - related party          |                           |                                                     |  
|Repayment on notes payable - related party           |                           |                                                     |  
|                                                     |                           |                                                     |  
|Net Cash Provided by Financing Activities            |                           |                                                     |  
|                                                     |                           |                                                     |  
|Net Increase (Decrease) in Cash and Cash Equivalents |                           |                                                     |  
|Cash and Cash Equivalents at Beginning of Period     |                           |                                                     |  
|                                                     |                           |                                                     |  
|Cash and Cash Equivalents at End of Period           |                           |                                                     | $
|                                                     |                           |                                                     |  
|Supplemental Disclosure of Cash Flow Information     |                           |                                                    
|Cash Paid for:                                       |                           |                                                    
|Interest                                             |                           |                                                     | $
|                                                     |                           |                                                     |  
|Taxes                                                |                           |                                                     | $
|                                                     |                           |                                                     |  

-6-

Stock Market Solutions,
Inc.(A Development Stage Company) Notes to Interim
Financial Statements (Unaudited)

# Note 1 Basis of
Presentation

The accompanying unaudited financial
statements have been prepared in accordance with accounting principles generally accepted
in the United States of America and the rules and regulations of the Securities and
Exchange Commission for interim financial information. Accordingly, they do not include
all the information and footnotes necessary for a comprehensive presentation of financial
position and results of operations.

It is managements opinion,
however, that all material adjustments (consisting of normal recurring adjustments) have
been made which are necessary for a fair financial statements presentation. The results
for the interim period are not necessarily indicative of the results to be expected for
the year.

For further information, refer to the
audited financial statements and footnotes for the year ending December 31, 2003 included
in the Companys Form 10-KSB.

Activities during the development
stage include development and implementation of the business plan, development of computer
software programs and intellectual property, establishment of a website, determining the
market, and raising capital.

# Note 2 Standby Equity
Distribution Agreement

On June 14, 2004, we entered into a
standby equity distribution agreement [SEDA] with Cornell Capital Partners,
L.P. Pursuant to the standby equity distribution agreement, we may, at our discretion,
periodically sell to Cornell Capital Partners shares of common stock for a total purchase
price of up to $5,000,000. For each share of common stock purchased under the standby
equity distribution agreement, Cornell Capital Partners will pay 97% of the lowest volume
weighted average price of the our common stock as quoted by Bloomberg, L.P. on the
Over-the-Counter Bulletin Board or other principal market on which our common stock is
traded for the five days immediately following the notice date.

We may request advances under the
standby equity distribution agreement once the underlying shares are registered with the
Securities and Exchange Commission. Thereafter, we may continue to request advances until
Cornell Capital Partners has advanced $5,000,000 or two years after the effective date of
the accompanying registration statement, whichever occurs first. We may request an advance
every five trading days. The maximum amount per advance is $100,000 and the maximum
aggregate advance during any 30 day period is $400,000. A closing will be held six trading
days after such written notice at which time we will deliver shares of common stock and
Cornell Capital Partners, L.P. will pay the advance amount. In addition to other possible
costs of each advance, we will pay a commitment fee to the investor of 5% of each advance
which will be treated as an offering cost and charged to additional paid-in capital for
accounting purposes.

Under the terms of the SEDA, Cornell
Capital Partners may not own more than 9.9% of our outstanding common stock at any time.
As of June 30, 2004, the Company has not taken any draws against the SEDA.

On June 14, 2004, in connection with
the standby equity distribution agreement with Cornell Capital Partners, L.P., we gave
Cornell Capital Partners, L.P. an unsecured convertible debenture in the amount of
$240,000 as a commitment fee. The convertible debenture is due and payable, with 5%
interest payable at maturity or upon conversion, three years from the date of issuance,
unless sooner converted into shares of our common stock. The debenture is convertible,
subject to a maximum cap of $75,000 per thirty day period, at the holders option any
time up to maturity at a conversion price equal to an amount equal 97% of the lowest
volume weighted average price of the our common stock as quoted by Bloomberg, L.P. on the
Over-the-Counter Bulletin Board or other principal market on which our common stock is
traded for the five days immediately following the notice date. At maturity, we have the
option to either pay the holder the outstanding principal balance and accrued interest or
to convert the debenture into shares of common stock at a conversion price equal to an
amount equal 97% of the lowest volume weighted average price of the our
common stock as quoted by Bloomberg, L.P. on the Over-the-Counter Bulletin Board or other
principal market on which our common stock is traded for the five days immediately
preceding the conversion date. The debenture provides that Cornell Capital Partners, L.P.
may only convert the debenture for a number of shares that would cause it to beneficially
own more that 4.99% of the outstanding shares of our common stock following such
conversion. In addition, we have the right to redeem at any time at 120% of the
outstanding principal balance plus accrued unpaid interest.

The Company has determined that this
fee, $240,000, should be treated as a deferred commitment fee, a component of equity, to
be amortized over the term of the commitment under the SEDA, which begins on the effective
date which is defined as the earlier of (i) the effective date defined as the date the SEC
declares a registration statement registering the underlying shares effective or (ii) such
earlier date the Company and investor may agree to in writing and ending on the earlier of
(i) the date payment of the full $5,000,000 line in made, (ii) the date the SEDA is
terminated as defined in the agreement, or (iii) 24 months after the effective date..

In connection with the issuance of
the $240,000 compensation convertible debenture, the Company computed a beneficial
conversion feature value totaling $7,423 which was charged to interest expense in June
2004.

We engaged Newbridge Securities
Corporation, a registered broker-dealer, to advise us in connection with the standby
equity distribution agreement. For its services, Newbridge Securities Corporation shall
receive 181,818 shares of our common stock valued at $10,000. As of June 30, 2004 the par
value of these shares was recorded as issuable shares and offset by a charge to additional
paid-in capital as these were considered offering costs.

-7-

# Note 3 Notes Payable
 Officer

During the six months ended June 30,
2004, the Company received proceeds totaling $44,000 from an officer. During the six
months ended June 30, 2004, the Company repaid $2,503 to this officer. The notes are non
interest bearing and are due upon demand. All activity with this officer represents a 100%
concentration of all debt financing for the six months ended June 30, 2004. In June 2004
the the accumulated note payable of $119,037 was converted into 3,000,000 shares of common
stock by two individuals who purchased the note payable from the officer. The result of
the transaction was to record a settlement loss for the six months ended June 30, 2004 in
the amount of $60,963. (See Note 5)

# Note 4 Related Party
Transactions

During the six months ended June 30,
2004, the Company received proceeds totaling $44,000 from an officer. During the six
months ended June 30, 2004, the Company repaid $2,503 to this officer. (See Notes ,3 and
6).

In the second quarter, the Company
purchased the books rights from the president for 3,000,000 common shares. Since the
president is the founder of the Company and a related party, the rights are recorded at
their original cost basis of zero resulting in a credit to common stock par value of
$3,000 and a charge to additional paid-in capital for the same amount.

# Note 5
Stockholders Deficiency

The 2003 Stock Award Plan (the
Plan) of the Company is for selected employees, officers, directors, and key
consultants and advisors to the Company. The Plan shall become effective as of February
25, 2003 (the Effective Date) and shall terminate on December 31, 2003. The
total number of shares of common stock available under the Plan shall not exceed in the
aggregate 1,000,000. Such shares may be treasury shares or authorized but unissued shares.
The Board may award and issue shares of common stock under the Plan to an eligible
individual (Stock Award). The Board in its discretion and subject to the
provisions of the Plan may from time to time, grant to eligible individuals of the Company
Stock Awards. Stock Awards may be made in lieu of cash compensation or as additional
compensation. Stock Awards may also be made pursuant to performance-based goals
established by the Board. The Company may, but shall not be obligated to, register any
securities covered by a Stock Award pursuant to the 1933 Act. The Board may at any time
alter, suspend or terminate the Plan. The Company may for cause; cancel and the employee
shall forfeit all outstanding Stock Awards, which are not fully vested.

On February 25, 2003, the Company
issued 300,000 shares of its common stock for legal services which are considered fully
vested and have an estimated fair value of $300 which was recognized as legal expenses
immediately since the service period is undefined.

Effective June 1, 2003 the Board
approved one-year consulting agreements and issued under a Form S-8 filed in July 2003,
2,300,000 common shares. For accounting purposes the shares are considered fully vested
and a measurement date was therefore obtained on June 1, 2003. The stock was valued on the
measurement date at the quoted trading price of $0.08 per share resulting in a value of
$184,000. Based on the one-year term of these agreements, the Company recognized $76,667
of consulting expense for the six months ended June 2004 and deferred $-0- at June 30,
2004 as a component of stockholders deficiency.

On May 24, 2004, the Company issued
300,000 shares of its common stock for legal services which are considered fully vested
and have an estimated fair value of $18,000, based on the $0.06 per share quoted trading
price on the grant date, which was recognized as legal expenses immediately since the
service period is undefined.

Effective May 15, 2004 the Board
approved one-year consulting agreements and issued under a Form S-8 filed in May 2004,
3,250,000 common shares. For accounting purposes the shares are considered fully vested
and a measurement date was therefore obtained on May 15, 2004. The stock was valued on the
measurement date at the quoted trading price of $0.06 per share resulting in a value of
$195,000. Based on the one-year term of these agreements, the Company recognized $23,969
of consulting expense for the six months ended June 2004 and deferred $171,031 at June 30,
2004 as a component of stockholders deficiency.

In June 2004 the Company issued
3,000,000 common shares to settle $119,037 of notes payable with third parties. The shares
were valued at $180,000 based on the $0.06 per share quoted trading price on the
settlement date resulting in a $60,963 settlement loss charged to operations. (see Note 3)

In the second quarter, the Company
purchased the books rights from the president for 3,000,000 common shares. Since the
president is the founder of the Company and a related party, the rights are recorded at
their original cost basis of zero resulting in a credit to common stock par value of
$3,000 and a charge to additional paid-in capital for the same amount.

On May 14, 2004 the Company issued
options to two outside consultants of 500,000 exercisable during the first 12 months
starting on May 15, 2004 at $0.03, 500,000 exercisable during the second 12 months
commencing May 15, 2005 at $0.04 and 850,000 exercisable during the third 12 months
commencing May 15, 2006. The Company recorded consulting expense of $100,682 (computed
using a Black-Scholes model with an interest rate of 1.81%, volatility of 225%, zero
dividends and terms from 1 year to 3 years).

# Note 6 Going Concern

As reflected in the accompanying
unaudited financial statements, the Company is inactive, has no revenues, has a working
capital deficiency of $1,359, and a deficit accumulated during the development stage of
$528,262 at June 30, 2004;, net loss during the six months ended June 30, 2004 of $
324,616, and net cash used in operations of $35,870 for the six months ended June 30,
2004. The ability of the Company to continue as a going concern is dependent on the
Companys ability to further implement its business plan. The financial statements do
not include any adjustments that might be necessary if the Company is unable to continue
as going concern.

Management intends to obtain
additional funding from the SEDA (see Note 2). Management believes that the actions
presently being taken provide the opportunity for the Company to continue as a going
concern.

-8-

# Item 2. Plan of
Operations

Forward-Looking Statements

The following discussion and analysis
is provided to increase the understanding of, and should be read in conjunction with, the
Financial Statements of the Company and Notes thereto included elsewhere in this Report.
Historical results and percentage relationships among any amounts in these financial
statements are not necessarily indicative of trends in operating results for any future
period. The statements, which are not historical facts contained in this Report, including
this Plan of Operations, and Notes to the Financial Statements, constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are based on currently available operating,
financial and competitive information, and are subject to various risks and uncertainties.
Future events and the Companys actual results may differ materially from the results
reflected in these forward-looking statements. Factors that might cause such a difference
include, but are not limited to, dependence on existing and future key strategic and
strategic end-user customers, limited ability to establish new strategic relationships,
ability to sustain and manage growth, variability of operating results, the Companys
expansion and development of new service lines, marketing and other business development
initiatives, the commencement of new engagements, competition in the industry, general
economic conditions, dependence on key personnel, the ability to attract, hire and retain
personnel who possess the technical skills and experience necessary to meet the service
requirements of its clients, the potential liability with respect to actions taken by its
existing and past employees, risks associated with international sales, and other risks
described herein and in the Companys other SEC filings.

The safe harbors of forward-looking
statements provided by Section 21E of the Exchange Act are unavailable to issuers of penny
stock. As we issued securities at a price below $5.00 per share, our shares are considered
penny stock and such safe harbors set forth under the Reform Act are unavailable to us.

# Overview

Stock market traders can trade the
stock market using our proprietary software system, supplied on the Internet. The
Livermore trading system is designed to help stock market traders utilize a computer based
trading program using the principals of the Jessie Livermore trading system. Our only
future source of revenue is through subscriptions to our software products.

The primary methodology of the
trading system is based on stock trader Jesse Livermores methods and techniques that
he developed in over forty-five years of trading the market as outlined in two books:

| | o | How
To Trade In Stockswritten by Jesse Livermore with additional material by Richard
Smitten
| | - | ----------------------------------------------------------------------------------------------

| | o | Jesse
Livermore: Worlds Greatest Stock Market Trader written by Richard Smitten.
| | - | -----------------------------------------------------------------------------------

Since our inception we have devoted
our activities to the following:

| | o | Developing
our business plan
| | - | ----------------------------

| | o | Obtaining
and developing necessary intellectual property
| | - | --------------------------------------------------------

| | o | Raising
capital
| | - | ---------------

| | o | Establishing
our website
| | - | ------------------------

| | o | Developing
markets for the services we offer on our website
| | - | -----------------------------------------------------------

Our net loss increased mainly due to
expenses incurred in developing our stock trading software and to the start of designing
of a website for our business. For the fiscal year ended December 31, 2003 and for the six
month period ended June 30, 2004, by in large the Company was inactive.

Liquidity and capital
resources

We are inactive, have no revenues,
have a working capital deficiency of $1,359, a deficit accumulated during the development
stage of $528,262 , net loss during the six months ended June 30, 2004 of $324,616, and net
cash used in operations of $35,870 during the six months ending June 30, 2004. In
addition, as of June 30, 2004, we had only $2,180 of cash available. Our cash resources of
$2,180 are insufficient to satisfy our cash requirements over the next 12 months. We feel
we need a minimum $335,000 in additional funds to finance the minimum steps we would like
to take to implement our business plan in the next 12 months, which funds will be used for
product development, sales and marketing and customer service. Further in order to become
profitable we may still need to secure additional debt or equity funding. We hope to be
able to raise additional funds from an offering of our stock in the future. However, this
offering may not occur, or if it occurs, may not raise the required funding. We have a standby equity distribution agreement
with Cornell Capital Parners, L.P. in the amount of $5,000,000 as further described in the footnotes to our financial statements.

Until financing has been received,
all our costs, including bank service fees and those costs associated with on-going SEC
reporting requirements, will be funded by management, to the extent that funds are
available to do so.

-9-

# Item 3. Controls and
Procedures

The Corporation maintains disclosure
controls and procedures designed to ensure that information required to be disclosed in
reports filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the specified time periods. As of the end of the
period covered by this report, the Corporations Chief Executive Officer and Chief
Financial Officer evaluated the effectiveness of the Corporations disclosure
controls and procedures. Based on the evaluation, which disclosed no significant
deficiencies or material weaknesses, the Corporations Chief Executive Officer and
Chief Financial Officer concluded that the Corporations disclosure controls and
procedures are effective as of the end of the period covered by this report. There were no
changes in the Corporations internal control over financial reporting that occurred
during the Corporations most recent fiscal quarter that have materially affected, or
are reasonably likely to materially affect, the Corporations internal control over
financial reporting.

-10-

# PART II  OTHER
INFORMATION

# Item 1. Legal Proceedings

None

# Item 2. Changes in
Securities

The 2003 Stock Award Plan (the
Plan) of the Company is for selected employees, officers, directors, and key
consultants and advisors to the Company. The Plan shall become effective as of February
25, 2003 (the Effective Date) and shall terminate on December 31, 2003. The
total number of shares of common stock available under the Plan shall not exceed in the
aggregate 1,000,000. Such shares may be treasury shares or authorized but unissued shares.
The Board may award and issue shares of common stock under the Plan to an eligible
individual (Stock Award). The Board in its discretion and subject to the
provisions of the Plan may from time to time, grant to eligible individuals of the Company
Stock Awards. Stock Awards may be made in lieu of cash compensation or as additional
compensation. Stock Awards may also be made pursuant to performance-based goals
established by the Board. The Company may, but shall not be obligated to, register any
securities covered by a Stock Award pursuant to the 1933 Act. The Board may at any time
alter, suspend or terminate the Plan. The Company may for cause; cancel and the employee
shall forfeit all outstanding Stock Awards, which are not fully vested. On February 25,
2003, the Company issued 300,000 shares of its common stock for legal services which are
considered fully vested and have an estimated fair value of $300 which was recognized as
legal expenses immediately since the service period is undefined.

In July 2003 we issued an aggregate
of 2,300,000 shares to three consultants. The shares were valued at the fair market value
of $.08 per share of $184,000 in the aggregate.

On May 24, 2004, the Company issued
300,000 shares of its common stock for legal services which are considered fully vested
and have an estimated fair value of $18,000 which was recognized as legal expenses
immediately since the service period is undefined.

In May 2004 we issued an aggregate of
3,250,000 shares to three consultants. The shares were valued at the fair market value of
$.06 per share of $195,000 in the aggregate.

We issued Mr. Smitten 3,000,000
shares of common stock in June 2004 for the third book valued at $180,000 based upon the
market price of our stock on the date of issue. However, for accounting purposes, the
transfer of the asset is recorded at Mr. Smittens original cost basis of zero since
he is a related party. In June 2004, in connection with the standby equity distribution
agreement with Cornell Capital Partners, L.P., the Company became obligated to issue
181,818 shares of common stock to Newbridge Securities Corporation. In June, 2004 two
individual shareholders were issued 1,500,000 shares of common stock each received in
exchange for converting $75,000, or such lesser amount owed at the time of conversion,
each in debt owed by the corporation.

These shares were issued in reliance
upon Section 4(2) of the 1933 Act in view of the following:

| | o | None
of these issuances involved underwriters, underwriting discounts or commissions.
| | - | -------------------------------------------------------------------------------------

| | o | Restrictive
legends are placed on all certificates issued.
| | - | ----------------------------------------------------------

| | o | The
distribution did not involve general solicitation or advertising.
| | - | ---------------------------------------------------------------------

| | o | The
distributions were made only to accredited investors or investors who were believed to be
sophisticated enough to evaluate the risks of the investment.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------

# Item 3. Defaults upon
Senior Securities.

None

# Item 4. Submission of Matters
to a Vote of Security Holders.

None

# Item 5. Other
Information.

None

# Item 6. Exhibits

|Exhibit Number | Name and/or Identification of Exhibit
|-------------- | -------------------------------------
|               | 3                                    
|               |                                      
|               |                                      
|               | 31                                   
|               | 32                                   

* Incorporated by reference to the
exhibits to the Companys General Form for Registration of Securities of Small
Business Issuers on Form 10-SB, and amendments thereto, previously filed with the
Commission.

Signature

Pursuant
to the requirements 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.

DATE:  August 20, 2004

| |  | Stock Market Solutions, Inc.By:      /s/ Richard Smitten
Richard SmittenChief Executive Officer
                           (Principal Financial Officer)
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------