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

                                   FORM 10-QSB

                                   (Mark One)

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

                 For the quarterly period ended: March 31, 2005

                                       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                (IRS Employer Identification
  of incorporation or organization)                        Number)

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

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


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 [ ]


<PAGE>

                      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: 31,086,984 as of May 2, 2005.

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

PART I - Financial Information............................................  4
   Item 1.  Financial Statements..........................................  4
   Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations...........................  5
   Item 3.  Controls and procedures.......................................  8

PART II - OTHER INFORMATION...............................................  9
   Item 1.  Legal Proceedings............     ............................  9
   Item 2.  Unregistered sale of equity securities and use of proceeds ...  9
   Item 3.  Defaults upon Senior Securities...............................  9
   Item 4.  Submission of Matters to a Vote of Security Holders...........  9
   Item 5.  Other Information.......           ...........................  9
   Item 6.  Exhibits and reports on Form 8-K


<PAGE>

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, 2004, previously filed with the Commission.

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

                                    Contents


                                                                        Page

Balance Sheets                                                            1

Statements of Operations                                                  2

Statements of Cash Flows                                                  3

Notes to Financial Statements                                           4 - 5

<PAGE>


<PAGE>

<TABLE>
<CAPTION>
                          ASSETS
                          ------
                                                                   MARCH 31, 2005       DECEMBER 31, 2004
                                                                   --------------       -----------------
                                                                     (Unaudited)
                                                                    ------------
                                                                    (As restated
                                                                    ------------
                                                                     Notes 8 & 9)           (Note 9)
                                                                    ------------        ----------------
<S>                                                                 <C>                 <C>
CURRENT ASSETS
    Cash                                                            $      67,253       $            267
    Security deposit                                                          600                    600
                                                                    -------------       ----------------
TOTAL CURRENT ASSETS                                                       67,853                    867
                                                                    -------------       ----------------

EQUIPMENT, NET                                                              4,545                  4,854

Deferred Equity Offering Costs                                            230,000                230,000
                                                                    -------------       ----------------

TOTAL ASSETS                                                        $     302,398       $        235,721
                                                                    =============       ================

                      LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                      ----------------------------------------

CURRENT LIABILITIES
    Accounts payable                                                $       7,220       $         21,413
    Accrued interest                                                        3,167                  2,167
    Accrued compensation - officer                                        162,200                   --
    Note payable - stockholder                                               --                   11,500
                                                                    -------------       ----------------
TOTAL CURRENT LIABILITIES                                                 172,587                 35,080
                                                                    -------------       ----------------

LONG TERM LIABILITIES
Note payable                                                              140,000                   --
Convertible debenture, less discount                                      234,537                233,918
                                                                    -------------       ----------------
                                                                          374,537                233,918

Total Liabilities                                                         547,124                268,998
                                                                    -------------       ----------------


STOCKHOLDERS' DEFICIENCY
    Common stock, $0.001 par value, 50,000,000 shares
      authorized, 33,315,818 issued and 30,675,461
      outstanding                                                          30,676                 30,150
    Common stock issuable (181,818 shares)                                   --                      182
    Additional paid-in capital                                            693,038                683,073
    Deficit accumulated duringd evelopment stage                         (943,659)              (673,151)
                                                                    -------------       ----------------
                                                                         (219,945)                40,254
    Less: Deferred consulting fee                                         (24,781)               (73,531)
                                                                    -------------       ----------------
TOTAL STOCKHOLDERS' DEFICIENCY                                           (244,726)               (33,277)
                                                                    -------------       ----------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                      $     302,398       $        235,721
                                                                    =============       ================
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                               THREE MONTHS              FOR THE PERIOD FROM
                                                                  Ended                    January 22, 1999
                                                                 March31,                   (Inception) to
                                                          2005             2004             MARCH 31, 2005
                                                    ----------------  --------------   -----------------------
                                                      (As restated                           (As restated
                                                      ------------                           ------------
                                                       Notes 8 & 9)                           Notes 8 & 9)
                                                      ------------                           ------------
<S>                                                 <C>               <C>              <C>
OPERATING EXPENSES
    Depreciation                                    $            309  $          284   $                 1,628
    Legal                                                     15,000               -                    63,809
    Placement agent fee                                            -               -                    10,000
    Software impairment loss                                       -               -                     6,000
    Website impairment loss                                        -               -                       850
    Settlement loss                                                -               -                    60,963
    Amortization                                                   -               -                    10,350
    Accounting                                                 4,564           4,720                    34,679
    Rental expense                                             1,600               -                     9,550
    Consulting                                                60,000          46,000                   466,151
    Compensation - officer                                   173,500               -                   173,500
    Software and website costs                                 5,000               -                    25,292
    General and administrative                                 8,916          15,882                    69,760
                                                    ----------------  --------------   -----------------------
TOTAL OPERATING EXPENSES                                     268,889          66,886                   932,532
                                                    ----------------  --------------   -----------------------

LOSS FROM OPERATIONS                                        (268,889)        (66,886)                 (932,532)
                                                    ----------------  --------------   -----------------------

Other Income/(Expenses)
    Interest expense                                          (1,619)              -                    (5,127)
                                                    ----------------  --------------   -----------------------

NET LOSS                                            $       (270,508) $      (66,886)  $              (937,659)
                                                    ================  ==============   =======================

Net Loss Per Share - Basic and Diluted              $          (0.01) $        (0.00)  $                 (0.05)
                                                    ================  ==============   =======================

Weighted average number of shares outstanding
    during the period - basic and diluted                 30,530,367      20,600,000                18,885,790
                                                    ================  ==============   =======================
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                       THREE MONTHS          FOR THE PERIOD FROM
                                                                          Ended               January 22, 1999
                                                                         March 31,             (Inception) to
                                                                   2005            2004        March 31, 2005
                                                            ---------------  --------------  -------------------
                                                             (As Restated                        (As Restated
                                                             -------------                       ------------
                                                             Notes 8 & 9)                        Notes 8 & 9)
                                                             -------------                       ------------
<S>                                                         <C>               <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                $      (270,508)  $    (66,886)  $         (937,659)
    Adjustment to reconcile net loss to met cash used in
       operating activities:
       Amortization                                                       -              -               10,350
       Options for services                                               -              -              100,683
       Settlement loss                                                    -              -               60,963
       Debt discount amortization                                     8,119              -                2,035
       Debt issue cost amortization                                  18,750              -               18,750
       Beneficial conversion interest                                     -              -                7,423
       Depreciation                                                     309            284                1,628
       Stock issued for services                                     48,750         46,000              382,519
       Software impairment loss                                           -              -                6,000
       Website impairment loss                                            -              -                  850
    Changes in operating assets and liabilities:
       Increase (decrease) in:
          Security deposit                                                -              -                 (600)
          Accounts payable                                          (14,193)         4,720                7,220
          Accrued compensation- officer                             173,500              -              173,500
          Accrued interest                                            1,000              -                3,167
                                                            ---------------  --------------  -------------------
NET CASH USED IN OPERATING ACTIVITIES                               (34,273)       (15,882)            (163,171)
                                                            ---------------  --------------  -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of equipment                                                 -         (3,997)              (6,172)
    Loan disbursements to officer                                         -              -              (10,800)
    Payment for software development                                      -              -               (6,000)
                                                            ---------------  --------------  -------------------
NET CASH USED IN INVESTING ACTIVITIES                                     -         (3,997)             (22,972)
                                                            ---------------  --------------  -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from common stock issuance                              10,309              -               21,109
    Proceeds from notes payable                                     123,750              -              123,750
    Repayment on notes payable                                      (10,000)             -              (10,000)
    Proceeds from notes payable - related party                       2,000         27,000              147,190
    Repayment on notes payable - related party                      (24,800)        (2,503)             (28,653)
                                                            ---------------  --------------  -------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                           101,259         24,497              253,396
                                                            ---------------  --------------  -------------------

Net Increase (Decrease) in Cash and Cash Equivalents                 66,986          4,618               67,253

Cash and Cash Equivalents at Beginning of Period                        267            550                    -
                                                            ---------------  --------------  -------------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                  $        67,253   $      5,168   $           67,253
                                                            ===============  ==============  ===================

Supplemental Disclosure of Cash Flow Information
Cash Paid for:
    Interest                                                $             -   $          -   $                -
                                                            ===============  ==============  ===================
    Taxes                                                   $             -   $          -   $                -
                                                            ===============  ==============  ===================
</TABLE>

<PAGE>

                          STOCK MARKET SOLUTIONS, INC.
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                          (A DEVELOPMENT STAGE COMPANY)
                                 MARCH 31, 2005
                                   (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, 2004 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.


<PAGE>

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 March 31, 2005, the Company
has taken one draw of $10,000 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 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 offering cost asset to be offset against the proceeds of the SEDA.

In connection with the issuance of the $240,000 compensation convertible
debenture, the Company computed a beneficial conversion feature value totaling
$7,423, which is being amortized over three years. The amount amortized to
interest expense as of March 31, 2005 is $619. The balance of $5,463 is netted
against Convertible Debenture as a debt discount.

On February 15, 2005, the Company entered into a Promissory Note with Cornell
for $150,000. The face amount of this Promissory Note and interest at a rate of
twelve percent (12%) per annum shall be payable either out of the net proceeds
received by the company under the Standby Equity Distribution Agreement dated
June 14, 2004 or within 107 calendar days of January 26, 2005. The Company
received net proceeds after payment of fees and commission of $123,750. In
connection with this promissory note, 2,984,000 common shares were issued into
escrow as collateral for the loan.


<PAGE>

In connection with the above transaction with Cornell, on February 9, 2005, the
Corporation sold 343,643 registered shares for $10,000 to the public (Cornell)
in a no minimum public offering under a registration statement declared
effective by the SEC in 2004. These sales are part of the 2,984,000 discussed
above which Cornell may periodically sell and apply to repayment of the
promissory note and related accrued interest. Remaining deferred offering costs
at March 31, 2005 were $230,000 after prior period offset of the $10,000
portion.

NOTE 3 NOTES PAYABLE - OFFICER

During the three months ended March 31, 2005, the Company received proceeds
totaling $2,000 from an officer, which increased the shareholder loan to
$13,500. The Company repaid $24,800 to this officer leaving an overpayment to
the officer of $11,300, which was offset against accrued compensation (See Note
4).

NOTE 4 RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2005, the Company received proceeds
totaling $2,000 from an officer. During the three months ended March 31, 2005,
the Company repaid $24,800 to this officer. (See Notes 3 and 6).

During 2005, the Company entered into a new sub-lease rental agreement with its
sole corporate officer.

Under the terms of the Employment Agreement between the Corporation and its
President dated May 1, 2001, the "Effective Date" provisions were satisfied on
February 9, 2005. In light of the achievement of overall objectives, the
President's salary for the period from February 9, 2005 to December 31, 2005 is
established at $14,000 per month, pro rated from February. In addition, in light
of the fact that the President has performed numerous services for the
Corporation for which he has not been compensated, he shall receive a bonus of
$150,000, effective February 9, 2005. For the three months ended March 31, 2005,
the company recorded officer's compensation of $173,500.

NOTE 5 STOCKHOLDERS' DEFICIENCY

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 $48,750 of consulting expense for the three months ended March 2005
and deferred $24,781 at March 31, 2005 as a component of stockholders'
deficiency.


<PAGE>

On October 13, 2004, the Company registered 5,000,000 shares of common stock
underlying the convertible debenture which begins the amortization period for
the $240,000 deferred commitment fee. For the three months ended March 31, 2005,
the Company recognized $20,000 as amortization expense.

On February 2005, the Company issued 343,643 common shares to Cornell Capital in
connection with the Standby Equity Distribution Agreement. The shares were
valued at $10,309 based on the $0.03 per share quoted trading price on the date
of issuance resulting in a pay down of the promissory note of $150,000 by
$10,000 and a fee of $309. (See Note 2)

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 $104,734, and a
deficit accumulated during the development stage of $943,659 at March 31, 2005;,
net loss during the three months ended March 31, 2005 of $270,508, and net cash
used in operations of $34,273 for the three months ended March 31, 2005. 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.

NOTE 7 SUBSEQUENT EVENT

In April 2005, the Company sold 411,523 common shares to Cornell Capital in
connection with the Standby Equity Distribution Agreement. The shares were
valued at $10,288 based on the $0.025 per share quoted trading price on the date
of issuance resulting in a pay down of the promissory note of $140,000 by
$10,000 and a fee of $288.
(See Notes 2 & 5)

NOTE 8 RESTATEMENT

Subsequent to the issuance of the Company's financial statements for the three
months ended March 31, 2005, management became aware that those financial
statements had expensed deferred equity offering costs rather than offsetting
those costs against proceeds of the offering. In addition those deferred costs
should have been presented in the balance sheet as an asset rather than as
contra equity.


<PAGE>

The revision of this item in the restated financial statements has the effect of
decreasing amortization expense and therefore net loss by $20,000 for the three
months ended March 31, 2005 and for the period from January 29, 1999 (Inception)
to March 31, 2005 and increasing the deferred equity offering costs (formerly
entitled "Deferred commitment fee") by $20,000 in the balance sheet. In
addition, the deferred equity offering costs has been reclassified from contra
equity to non-current assets.

Net loss per share, basic and diluted did not change.

NOTE 9 PRIOR PERIOD RECLASSIFICATIONS

To conform with the new presentation as discussed in Note 8, the deferred
commitment fee line item in the December 31, 2004 balance sheet presented as a
comparative column in the March 31, 2005 financial statements, has been
reclassified to non-current assets and the title changed to Deferred equity
offering costs.

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.


                                       8
<PAGE>

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.
The software  trading system is under  development at this time.  Version One is
expected to be delivered in an untested  draft  version  within the near future.
This system will have to be Beta  tested and used by  investors  to ensure it is
bug-free  before  it can be  offered  to the  public.  The cost for the  current
version has been $35,000 so far and is expected to be about $50,000-60,000, when
completed. The anticipated date for the final version is December of 2005 but it
may be a longer period until the final version is completed.


                                       9
<PAGE>

In  addition,  one aspect of our  strategy to grow is to expand the scope of our
operations by acquiring  other  businesses.  We believe that our public  company
status will make us an  attractive  buyer to certain  acquisition  candidates in
this area.  We have not  developed  any  acquisition  discipline  or criteria to
evaluate acquisition opportunities.  Accordingly, any acquisition candidate that
is selected may be a financially unstable company or an entity in an early stage
of development or growth,  including  entities  without  established  records of
sales or earnings. As of the date of this report, we have engaged in preliminary
discussions with an acquisition  candidate and have issued one letter of intent,
as of yet not returned. Accordingly, we have no binding agreement, commitment or
understanding with this or any other candidate.  Further, this and we anticipate
any other  acquisition  candidate  will  require us to increase  our  authorized
shares  before  proceeding  to a definitive,  binding  agreement,  commitment or
understanding.  Accordingly,  in  this  connection,  we  intend  to file a proxy
solicitation on Schedule 14A concerning a proposed  amendment to our articles of
incorporation to increase the authorized shares to 1,000,000,000. We may be able
to promptly  proceed to a  definitive  agreement  and closing of an  acquisition
promptly  if and upon  approval  and  filing  with the  State of  Nevada of this
proposed amendment.

Liquidity and capital resources

We are  inactive,  have  no  revenues,  have a  working  capital  deficiency  of
$104,734,  a deficit  accumulated during the development stage of $943,659,  net
loss during the three months ended March 31, 2005 of $270,508, and net cash used
in  operations  of $34,273  during the three months  ending  March 31, 2005.  In
addition, as of March 31, 2005, we had only $67,253 of cash available.

Our current cash resources plus amounts  available  under our line of credit and
our promissory note agreement with Cornell Capital  Partners L.P. are sufficient
to satisfy our cash  requirements  over the next 12 months,  assuming we take no
steps to develop our business plan.

On June 14,  2004,  the  Company  entered  into a  Standby  Equity  Distribution
Agreement ("SEDA") with Cornell Capital Partners, L.P. ("Cornell").  Pursuant to
the SEDA,  the Company may, at their  discretion,  periodically  sell to Cornell
shares of common stock for a total purchase price of up to $5,000,000.  For each
share of common  stock  purchased  under the SEDA,  Cornell  will pay 97% of the
lowest volume weighted  average price of the Company's common stock as quoted by
Bloomberg,  L.P.  on the  Over-the-Counter  Bulletin  Board  ("OTCBB")  or other
principal market on which the Company's common stock is traded for the five days
immediately following the notice date.

The Company may request  advances under the SEDA once the underlying  shares are
registered with the United States  Securities and Exchange  Commission  ("SEC").
Thereafter,  the Company  may  continue to request  advances  until  Cornell has
advanced  $5,000,000 or two years after the effective  date of the  registration
statement, whichever occurs first. The Company 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


                                       10
<PAGE>

six  trading  days after such  written  notice at which  time the  Company  will
deliver  shares of common  stock and  Cornell  will pay the advance  amount.  In
addition,  to other  possible  costs of each  advance,  the  Company  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 may not own more than 9.9% of the Company's
outstanding common stock at any time.

On June 14, 2004,  in connection  with the SEDA with  Cornell,  the Company gave
Cornell  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 the Company's 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 equaling 97% of the lowest volume weighted average price of the Company's
common stock as quoted by Bloomberg, L.P. on the OTCBB or other principal market
on which the  Company's  common  stock is traded  for the five days  immediately
following the notice date. At maturity, the Company has 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 to an amount  equaling 97% of the lowest  volume  weighted  average
price of the Company's common stock as quoted by Bloomberg, L.P. on the OTCBB or
other  principal  market on which the  Company's  common stock is traded for the
five days immediately preceding the conversion date. The debenture provides that
Cornell 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 the
Company's common stock following such conversion.  In addition,  the Company has
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 offering cost asset to be offset against the projects of the SEDA.

In  connection  with  the  issuance  of the  $240,000  compensation  convertible
debenture,  the Company computed a beneficial  conversion feature value totaling
$7,423, which is being amortized over three years.

On February 15, 2005,  the Company  entered into a Promissory  Note with Cornell
for $150,000.  The face amount of this Promissory Note and interest at a rate of
twelve  percent (12%) per annum shall be payable  either out of the net proceeds


                                       11
<PAGE>

received by the company under the Standby Equity Distribution Agreement dated
June 14,  2004 or within 107  calendar  days of January  26,  2005.  The Company
received net  proceeds  after  payment of fees and  commission  of $123,750.  In
connection with this promissory  note,  2,984,000 common shares were issued into
escrow as collateral for the loan.

In connection with the above transaction with Cornell,  on February 9, 2005, the
Corporation sold 343,643  registered  shares for $10,000 to the public (Cornell)
in  a no  minimum  public  offering  under  a  registration  statement  declared
effective by the SEC in 2004.  These sales are part of the  2,984,000  discussed
above  which  Cornell  may  periodically  sell  and  apply to  repayment  of the
promissory note and related accrued interest.  Remaining deferred offering costs
at March  31,  2005 were  $230,000  after  prior  period  offset of the  $10,000
portion.

In April 2005 the  Company  sold  411,523  common  shares to Cornell  Capital in
connection  with the  Standby  Equity  Distribution  Agreement.  The shares were
valued at $10,288 based on the $0.025 per share quoted trading price on the date
of  issuance  resulting  in a pay down of the  promissory  note of  $140,000  by
$10,000 and a fee of $288.

Amounts due to the Company's sole corporate  officer consist of various advances
that are non-interest  bearing,  unsecured,  promissory notes,  which are due on
demand. Total notes payable at December 31, 2004 were $11,500.

During the three  months  ended March 31, 2005,  the Company  received  proceeds
totaling $2,000 from an officer which increased the shareholder loan to $13,500.
The Company repaid $24,800 to this officer leaving an overpayment to the officer
of $11,300 which was offset against accrued compensation

However,  due to  uncertainty,  there is substantial  doubt about our ability to
continue as a going  concern  over the next twelve  months.  Our poor  financial
condition could inhibit our ability to achieve our business plan. Because we are
currently  operating  at a  substantial  loss  with  no  operating  history  and
revenues, an investor cannot determine if we will ever become profitable.

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.


                                       12
<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

            None during this quarter.


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 AND REPORTS ON FORM 8-K

8-K

8-K filed 2005-02-14

EXHIBIT NUMBER  NAME AND/OR IDENTIFICATION OF EXHIBIT


31 Certification

32 Certification



                                       13
<PAGE>

                                   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.

                                     Stock Market Solutions, Inc.


DATE: November 8, 2005               By: /s/ Richard Smitten
                                         -----------------------------
                                         Richard Smitten
                                         Chief Executive Officer
                                         (Principal Financial Officer)



                                       14