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: September 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              (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
Section 13 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


<PAGE>

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 November 11, 2004.

     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. Changes in Securities..................................      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...............................................      9




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.








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


<PAGE>

                                    Contents
                                    --------


                                                                       Page

Balance Sheet                                                           1

Statements of Operations                                                2

Statements of Cash Flows                                                3

Notes to Financial Statements                                           4 - 5

<PAGE>

                          Stock Market Solutions, Inc.
                          (A Development Stage Company)
                                 Balance Sheets
                               September 30, 2004
                                   (Unaudited)


                                     ASSETS
                                     ------
Current Assets
    Cash                                                      $          4,089
    Security deposit                                                       600
                                                               ---------------
Total Current Assets                                                     4,689
                                                               ---------------

Equipment, net                                                           5,162
                                                               ---------------

Total Assets                                                  $          9,851
                                                                ===============


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

Current Liabilities
    Accounts payable                                          $         10,591
    Note payable - stockholder                                           9,500
                                                               ---------------
Total Current Liabilities                                               20,091
                                                               ---------------

Convertible Debenture                                                  240,000

Total Liabilities                                                      260,091
                                                               ---------------

Stockholders' Deficiency
    Common stock, $0.001 par value, 50,000,000 shares
      authorized, 30,150,000 issued and outstanding                     30,150
    Common stock issuable (181,818 shares)                                 182
    Additional paid-in capital                                         673,073
    Deficit accumulated during development stage                      (591,364)
                                                               ---------------
                                                                       112,041
    Less: Deferred consulting fee                                     (122,281)
    Less: Deferred comittment fee                                     (240,000)
                                                               ---------------
Total Stockholders' Deficiency                                        (250,240)
                                                               ---------------

Total Liabilities and Stockholders' Deficiency                $          9,851
                                                               ===============


                 See accompanying notes to financial statements
                                       1


<PAGE>

<TABLE>
<CAPTION>
                                                    Stock Market Solutions, Inc.
                                                    (A Development Stage Company)
                                                       Statement of Operations
                                                         September 30, 2004
                                                             (Unaudited)

                                                     Three Months              Nine Months       For the period from
                                                        Ended                    Ended             January 22, 1999
                                                     September 30,            September 30,         (Inception) to
                                                  2004         2003         2004         2003     September 30, 2004
                                                  ----         ----         ----         ----     ------------------

<S>                                           <C>          <C>          <C>          <C>            <C>
Operating Expenses
    Depreciation                              $       309  $         -  $       901  $         -         1,010
    Legal                                               -            -       18,535          330        45,638
    Interest expense                                    -            -        7,423            -         7,423
    Software impairment loss                            -            -            -            -         6,000
    Website impairment loss                             -            -            -            -           850
    Settlement loss                                     -            -       60,963            -        60,963
    Amortization                                        -            -            -            -           350
    Accounting                                      6,452        1,191       13,402        2,791        25,878
    Consulting                                     48,750       15,333      250,068       15,333       357,401
    Software and website costs                          -       10,500            -       10,500        20,292
    General and administrative                      7,591        1,894       36,426        1,894        59,559
                                               -----------  -----------  -----------  ----------    -----------
Total Operating Expenses                           63,102       28,918      387,718       30,848       585,364
                                               -----------  -----------  -----------  ----------    -----------

Loss from Operations                              (63,102)     (28,918)    (387,718)     (30,848)     (585,364)
                                               -----------  -----------  -----------  ----------    -----------


Net Loss                                      $   (63,102) $   (28,918) $  (387,718) $   (30,848)     (585,364)
                                               ===========  ===========  ===========  ==========    ===========

Net Loss Per Share - Basic and Diluted        $     (0.00) $     (0.00) $     (0.02) $     (0.00)        (0.03)
                                               ===========  ===========  ===========  ==========    ===========

Weighted average number of shares outstanding
    during the year - basic and diluted        30,331,818   19,257,875   24,792,170   18,875,691     17,929,997
                                               ===========  ===========  ===========  ==========    ===========


                                           See accompanying notes to financial statements
                                                                  2
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                    Stock Market Solutions, Inc.
                                                    (A Development Stage Company)
                                                      Statements of Cash Flows
                                                         September 30, 2004
                                                             (Unaudited)

                                                             Nine Months        For the period from
                                                                Ended             January 22, 1999
                                                            September 30,          (Inception) to
                                                          2004          2003     September 30, 2004
                                                          ----          ----     ------------------
<S>                                                 <C>            <C>           <C>
Cash Flows from Operating Activities:
    Net loss                                        $    (387,718) $    (87,923) $    (585,364)
    Adjustment to reconcile net loss to
    met cash used in
      operating activities:
      Options for service                                 100,682             -        100,682
      Amortization                                              -             -            350
      Depreciation                                            901             -          1,010
      Settlement loss                                      60,963                       60,963
      Beneficial conversion interest                        7,423                        7,423
      Stock issued for services                           167,386        61,633        275,019
      Software impairment loss                                  -             -          6,000
      Website impairment loss                                   -             -            850
    Changes in operating assets and liabilities:
      Increase (decrease) in:
         Secrutity deposit                                      -          (600)          (600)
         Accounts payable                                   6,902       (12,188)        10,591
                                                      ------------  ------------  -------------
Net Cash Used in Operating Activities                     (43,461)      (39,078)      (123,076)
                                                      ------------  ------------  -------------

Cash Flows from Investing Activities:
    Purchase of equipment                                  (3,997)       (2,175)        (6,172)
    Loan disbursements to officer                               -             -        (10,800)
    Payment for software development                            -             -         (6,000)
                                                      ------------  ------------  -------------
Net Cash Used in Investing Activities                      (3,997)       (2,175)       (22,972)
                                                      ------------  ------------  -------------

Cash Flows from Financing Activities:
    Proceeds from common stock issuace                          -             -         10,800
    Proceeds from notes payable - related party            53,500        41,340        143,190
    Repayment on notes payable - related party             (2,503)            -         (3,853)
                                                      ------------  ------------  -------------
Net Cash Provided by Financing Activities                  50,997        41,340        150,137
                                                      ------------  ------------  -------------

Net Increase (Decrease) in Cash and Cash Equivalents        3,539            87          4,089

Cash and Cash Equivalents at Beginning of Period              550             8              -
                                                      ------------  ------------  -------------

Cash and Cash Equivalents at End of Period          $       4,089  $         95 $        4,089
                                                      ============  ============  =============

Supplemental Disclosure of Cash Flow Information
Cash Paid for:
    Interest                                        $           -  $          -  $           -
                                                      ============  ============  =============
    Taxes                                           $           -  $          -  $           -
                                                      ============  ============  =============


                                           See accompanying notes to financial statements
                                                                  3

</TABLE>

<PAGE>



                          Stock Market Solutions, Inc.
                      Notes to Interim Financial Statements
                          (A Development Stage Company)
                               September 30, 2004
                                   (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

                                       4


<PAGE>

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 September 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 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.

                                       5

<PAGE>

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 September 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.

Note 3   Notes Payable - Officer
--------------------------------

During the nine months ended September 30, 2004, the Company received proceeds
totaling $53,500 from an officer. During the nine months ended September 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 nine months ended September 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 nine months ended September 30, 2004 in the amount of
$60,963. (See Note 5)

Note 4   Related Party Transactions
-----------------------------------

During the nine months ended September 30, 2004, the Company received proceeds
totaling $53,500 from an officer. During the nine months ended September 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.

                                       6

<PAGE>

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 nine months ended September
2004 and deferred $-0- at September 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 $73,125 of consulting expense for the nine months ended September
2004 and deferred $122,281 at September 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

                                       7

<PAGE>

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 $15,402, and a
deficit accumulated during the development stage of $591,364 at September 30,
2004;, net loss during the nine months ended September 30, 2004 of $387,718, and
net cash used in operations of $43,461 for the nine months ended September 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.

Note 7   Subsequent Event
-------------------------

On October 13, 2004, the company registered 5,000,000 shares of common stock
underlying the convertible debenture (see Note 2) which begins the amortization
period for the $240,000 deferred commitment fee.


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

                                       8

<PAGE>

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 nine month period ended
September 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 $15,402,
a deficit accumulated during the development stage of $591,364, net loss during
the nine months ended September 30, 2004 of $387,718, and net cash used in
operations of $43,461 during the nine months ending September 30, 2004. In
addition, as of September 30, 2004, we had only $4,089 of cash available. Our
cash resources of $4,089 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 not made any contacts with potential investors or traditional
lending sources, such as banks, to secure this financing; however, we plan to do
so if and after we secure qualification for quotation of our securities on the
over the counter bulletin board.

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.

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,

                                       9

<PAGE>

or are reasonably likely to materially affect, the Corporation's internal
control over financial reporting.


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.

                                       10

<PAGE>

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     Articles of Incorporation & By-Laws
              (a) Articles of Incorporation of the Company.*
              (b) By-Laws of the Company.*

        31    Certification

        32    Certification

* 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.

                                       11

<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 19, 2004         By: /s/ Richard Smitten
                                     --------------------
                                     Richard Smitten
                                     Chief Executive Officer
                                     (Principal Financial Officer)