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: June 30, 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: 49,976,729 as of September 15, 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. 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 consolidated 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. and Subsidiary
                          (A Development Stage Company)

<PAGE>

                                    Contents


                                                                Page

Balance Sheets                                                      1

Statements of Operations (Unaudited)                                2

Statements of Cash Flows (Unaudited)                                3

Notes to Financial Statements (Unaudited)                       4 - 5

<PAGE>

                  Stock Market Solutions, Inc. and Subsidiary
                         (A Development Stage Company)
                                 Balance Sheets


<TABLE>
<CAPTION>
                                     ASSETS
                                                              June 30, 2005  December 31, 2004
                                                               ------------    ------------
                                                                   (Unaudited)
Current Assets
<S>                                                            <C>             <C>
    Cash                                                       $     32,986    $        267
    Security deposit                                                    600             600
                                                               ------------    ------------
Total Current Assets                                                 33,586             867
                                                               ------------    ------------

Equipment, net                                                        4,236           4,854
                                                               ------------    ------------

Total Assets                                                   $     37,822    $      5,721
                                                               ============    ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
    Accounts payable                                           $      5,500    $     21,413
    Accrued interest                                                 12,500           2,167
    Accrued compensation - officer                                  184,200              --
    Note payable - stockholder                                           --          11,500
                                                               ------------    ------------
Total Current Liabilities                                           202,200          35,080
                                                               ------------    ------------

Long Term Liabilities
Convertible debenture, less discount                                235,156         233,918
                                                               ------------    ------------
                                                                    235,156         233,918

Total Liabilities                                                   437,356         268,998
                                                               ------------    ------------


Stockholders' Deficiency
    Common stock, $0.001 par value, 50,000,000 shares
      authorized, 49,976,729 issued and 30,150,000
      outstanding                                                    49,977          30,150
    Common stock issuable ( 181,818 shares )                             --             182
    Additional paid-in capital                                      869,119         683,073
    Deficit accumulated during development stage                 (1,128,630)       (673,151)
                                                               ------------    ------------
                                                                   (209,534)         40,254
    Less: Deferred consulting fee                                        --         (73,531)
    Less: Deferred commitment fee                                  (190,000)       (230,000)
                                                               ------------    ------------
Total Stockholders' Deficiency                                     (399,534)       (263,277)
                                                               ------------    ------------

Total Liabilities and Stockholders' Deficiency                 $     37,822    $      5,721
                                                               ============    ============
</TABLE>

                 See accompanying notes to financial statements

                                       1
<PAGE>

                  Stock Market Solutions, Inc. and Subsidiary
                         (A Development Stage Company)
                            Statements of Operations

<TABLE>
<CAPTION>
                                                        Three Months                    Six Months         For the period from
                                                           Ended                           Ended             January 22, 1999
                                                          June 30,                        June 30,            (Inception) to
                                                    2005            2004            2005            2004       June 30, 2005
                                                ------------    ------------    ------------    ------------    ------------
<S>                                             <C>             <C>             <C>             <C>             <C>
Operating Expenses
     Depreciation                               $        308    $        309    $        617    $        592    $      1,936
     Legal                                             5,000          18,535          20,000          18,535          68,809
     Placement agent fee                                  --              --              --              --          10,000
     Software impairment loss                             --              --              --              --           6,000
     Website impairment loss                              --              --              --              --             850
     Settlement loss                                      --          60,963              --          60,963          60,963
     Amortization                                     20,000              --          40,000              --          50,350
     Accounting                                        5,255           2,229           9,819           6,950          39,934
     Rental expense                                    2,400              --           4,000              --          11,950
     Consulting                                       50,463         155,318         110,463         201,318         516,614
     Compensation - officer                           42,000              --         215,500              --         215,500
     Software and website costs                        7,500              --          12,500              --          32,792
     General and administrative                       19,893          12,953          28,809          28,835          89,653
                                                ------------    ------------    ------------    ------------    ------------
Total Operating Expenses                             152,819         250,307         441,708         317,193       1,105,351
                                                ------------    ------------    ------------    ------------    ------------

Loss from Operations                                (152,819)       (250,307)       (441,708)       (317,193)     (1,105,351)
                                                ------------    ------------    ------------    ------------    ------------

Other Income/(Expenses)
     Interest expense                                (12,152)         (7,423)        (13,771)         (7,423)        (17,279)
                                                ------------    ------------    ------------    ------------    ------------

Net Loss                                        $   (164,971)   $   (257,730)   $   (455,479)   $   (324,616)   $ (1,122,630)
                                                ============    ============    ============    ============    ============

Net Loss Per Share - Basic and Diluted          $      (0.00)   $      (0.01)   $      (0.02)   $      (0.02)   $      (0.06)
                                                ============    ============    ============    ============    ============

Weighted average number of shares outstanding
     during the year - basic and diluted          41,004,075      22,920,979      27,321,498      21,177,074      19,841,384
                                                ============    ============    ============    ============    ============
</TABLE>


                 See accompanying notes to financial statements


                                       2
<PAGE>

                   Stock Market Solutions, Inc. and Subsidiary
                          (A Development Stage Company)
                             Statements of Cash Flow

<TABLE>
<CAPTION>
                                                                       Six Months            For the period from
                                                                         Ended                 January 22, 1999
                                                                        June 30,                (Inception) to
                                                                 2005              2004         June 30, 2005
                                                            --------------    --------------    --------------
<S>                                                         <C>               <C>               <C>
Cash Flows from Operating Activities:
     Net loss                                               $     (455,479)   $     (324,616)   $   (1,122,630)
     Adjustment to reconcile net loss to met cash used in
         operating activities:
         Amortization                                               40,000                --            50,350
         Options for services                                           --           100,682           100,683
         Settlement loss                                                --            60,963            60,963
         Debt discount amortization                                  8,738                --             2,654
         Debt issue cost amortization                               18,750                --            18,750
         Beneficial conversion interest                                 --             7,423             7,423
         Depreciation                                                  617               592             1,936
         Stock issued for services                                 126,713           118,636           460,482
         Software impairment loss                                       --                --             6,000
         Website impairment loss                                        --                --               850
     Changes in operating assets and liabilities:
         Increase (decrease) in:
              Security deposit                                          --                --              (600)
              Accounts payable                                     (15,913)              450             5,500
              Accrued compensation- officer                        184,200                --           184,200
              Accrued interest                                      10,334                --            12,501
                                                            --------------    --------------    --------------
Net Cash Used in Operating Activities                              (82,040)          (35,870)         (210,938)
                                                            --------------    --------------    --------------

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                           152,509                --           163,309
     Proceeds from notes payable                                   123,750            44,000           123,750
     Repayment on notes payable                                   (150,000)           (2,503)         (150,000)
     Proceeds from notes payable - related party                     2,000                --           147,190
     Repayment on notes payable - related party                    (13,500)               --           (17,353)
                                                            --------------    --------------    --------------
Net Cash Provided by Financing Activities                          114,759            41,497           266,896
                                                            --------------    --------------    --------------

Net Increase in Cash and Cash Equivalents                           32,719             1,630            32,986

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

Cash and Cash Equivalents at End of Period                  $       32,986    $        2,180    $       32,986
                                                            ==============    ==============    ==============

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




                                       3
<PAGE>

                   Stock Market Solutions, Inc. and Subsidiary
               Notes to Consolidated Interim Financial Statements
                          (A Development Stage Company)
                                  June 30, 2005
                                   (Unaudited)


Note 1   Basis of Presentation

The accompanying unaudited consolidated 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   Agreement and Plan of Merger

The Company entered into an Agreement and Plan of Merger on June 13, 2005 with
TP Acquisition Corp., a Texas corporation and a newly formed wholly-owned
subsidiary of the Company and Texas Prototypes, Inc., a Texas corporation. TP

<PAGE>

Acquisition Corp. shall merge into Texas Prototypes, Inc. which will remain as a
subsidiary of the Company. The Company shall issue approximately 90 million
common shares to the shareholders of Texas Prototypes, Inc. after a proposed 1
for 10 reverse split of the Company's common stock. The transaction is
anticipated to be accounted for as a recapitalization of Texas Prototypes, Inc.

Note 3   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, 2005, the Company
issued 14,546,911 common shares for draws against the line which was used to pay
off the $150,000 note payable and accrued interest.

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

<PAGE>

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 is being amortized over three years. The amount amortized to
interest expense in 2005 is $1,238. The balance of $4,844 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 the above transaction with Cornell, from February 9, 2005 to
May 20, 2005, sold 14,546,911 registered shares for $152,509 to the public
(Cornell) in a no minimum public offering under a registration statement
declared effective by the SEC in 2004. The $152,200 paid off the $150,000 note
payable plus accrued interest of $2,200.




Note 4   Notes Payable - Officer

During the three months ended June 30, 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 5)

<PAGE>

Note 5   Related Party Transactions

During the six months ended June 30, 2005, the Company received proceeds
totaling $2,000 from an officer. During the six months ended June 30, 2005, the
Company repaid $13,500 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 six months ended June 30, 2005,
the Company recorded officer's compensation of $215,500.

Note 6   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 $72,781 of consulting expense for the six months ended June 2005 and
deferred $-0- at June 30, 2005 as a component of stockholders' deficiency.

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 six months ended June 30, 2005,
the Company recognized $40,000 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 3)

During the quarter ended June 30, 2005, the Company issued 14,203,268 common
shares to Cornell Capital in connection with the Standby Equity Distribution
Agreement. The shares were valued at $142,200 based on the agreed upon purchase
prices resulting in a pay down of the remaining promissory note balance of
$140,000 plus $2,200 accrued interest. (See Note 3)

<PAGE>

On June 17, 2005, the Company issued 2,890,000 common shares to consultants for
past services rendered. These shares were valued at $33,182 and expensed
immediately based on the share price of $0.01 per share quoted trading price on
the date of issuance.

On June 17, 2005, the Company issued 2,000,000 common shares to the President.
These shares were valued at $20,000 based on the share price of $0.01 per share
quoted trading price on the date of issuance. The $20,000 was applied to accrued
compensation.

On June 17, 2005, the Company issued 300,000 common shares to the option holders
in exchange for the cancellation of 1,350,000 options. The original options
value had been expensed in a prior period. Since the value of the options on the
exchange date exceeded the value of the 300,000 shares issued on the exchange
date, there was no additional expense recorded.

On June 20, 2005, the Company cancelled 92,000 common shares.

Note 7   Going Concern

As reflected in the accompanying unaudited consolidated financial statements,
the Company is inactive, has no revenues, has a working capital deficiency of
$168,614, and a deficit accumulated during the development stage of $1,128,630
at June 30, 2005, net loss during the six months ended June 30, 2005 of
$455,479, and net cash used in operations of $82,040 for the six months ended
June 30, 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
consolidated 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.

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

<PAGE>

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

<PAGE>

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, 2004 and for the six month period ended
June 30, 2005, by in large the Company was inactive.

Liquidity and capital resources

We are inactive, have no revenues, have a working capital deficiency of
$168,614, a deficit accumulated during the development stage of $1,128,630, net
loss during the six months ended June 30, 2005 of $455,479, and net cash used in
operations of $82,040 during the six months ending June 30, 2005. In addition,
as of June 30, 2005, we had only $32,986 of cash available. Our cash resources
of $32,986 are insufficient to satisfy our cash requirements over the next 12
months.

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.

The Company entered into an Agreement and Plan of Merger on June 13, 2005 with
TP Acquisition Corp., a Texas corporation and a newly formed wholly-owned
subsidiary of the Company and Texas Prototypes, Inc., a Texas corporation. TP
Acquisition Corp. shall merge into Texas Prototypes, Inc. which will remain as a
subsidiary of the Company. The Company shall issue approximately 90 million
common shares to the shareholders of Texas Prototypes, Inc. after a proposed 1
for 10 reverse split of the Company's common stock. The transaction is
anticipated to be accounted for as a recapitalization of Texas Prototypes, Inc.

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.

<PAGE>

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         None

Item 2. Changes in Securities

During the quarter ended June 30, 2005, the Company issued 14,203,268 common
shares to Cornell Capital in connection with the Standby Equity Distribution
Agreement. The shares were valued at $142,200 based on the agreed upon purchase
prices resulting in a pay down of the promissory note of $140,000 plus $2,200
accrued interest.

On June 17, 2005, the Company issued 2,890,000 common shares to consultants.
These shares were valued at $33,182 based on the share price of $0.01 per share
quoted trading price on the date of issuance.

On June 17, 2005, the Company issued 2,000,000 common shares to the President.
These shares were valued at $20,000 based on the share price of $0.01 per share
quoted trading price on the date of issuance.

On June 17, 2005, the Company issued 300,000 common shares to the option
holders. These shares were valued at $3,000 based on the share price of $0.01
per share quoted trading price on the date of issuance.

On June 20, 2005, the Company cancelled 92,000 common shares.

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

<PAGE>

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.


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:  August 16, 2005         By: /s/ Richard Smitten
                                   -----------------------
                                   Richard Smitten
                                   Chief Executive Officer
                                   (Principal Financial Officer)