# 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, 2004

OR

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

For
the transition period from to

Commission file number
000-49743

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

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

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

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

1752 N.W. Third TerraceSuite
118-c Fort Lauderdale, FL 33311 
 (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Check whether the issuer: (1) filed
all reports required to be filed by Section13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
[X] No [  ]

# APPLICABLE ONLY TO
CORPORATE ISSUERS

State the number of shares
outstanding of each of the issuers classes of common equity, as of the latest
practicable date: 20,600,000 as of May 7, 2004.

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

|PART I - Financial Information
   Item 1.     Financial Statements
   Item 2.     Management's Discussion and Analysis of Financial
               Condition and Results of Operations
   Item 3.     Controls and procedures
PART II - OTHER INFORMATION
   Item 1.  Legal Proceedings     
   Item 2. Changes in Securities    
   Item 3. Defaults upon Senior Securities
   Item 4. Submission of Matters to a Vote of Security Holders
   Item 5. Other Information          
   Item 6. Exhibits | 3
3
4
5
6
6
6
6
6
6
6
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------

# PART I  Financial
Information

# Item 1. Financial
Statements

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

Contents

|                              |          
|----------------------------- | ---------
|                              | Page     
|Balance Sheet                 | F-1      
|Statements of Operations      | F-2      
|Statements of Cash Flows      | F-3      
|Notes to Financial Statements | F-4 - F-5

|ASSETS                                            | March 31, 2004
(Unaudited) | December 31,2003
|------------------------------------------------- | -------------------------- | ----------------
|Current Assets                                    |                            |                 
|                                                  |                            |                 
|Cash                                              |                            | $     5,168     
|                                                  |                            |                 
|Security deposit                                  |                            | 600             
|                                                  |                            |                 
|                                                  |                            |                 
|Total Current Assets                              |                            | 5,768           
|                                                  |                            |                 
|                                                  |                            |                 
|Equipment, net                                    |                            | 5,779           
|                                                  |                            |                 
|                                                  |                            |                 
|Total Assets                                      |                            | $   11,547      
|                                                  |                            |                 
|                                                  |                           
|LIABILITIES AND
STOCKHOLDERS' DEFICIENCY          |                           
|Current Liabilities                               |                           
|                                                  |                            |                 
|Accounts payable                                  |                            | $     8,410     
|                                                  |                            |                 
|Note payable - stockholder                        |                            | 102,037         
|                                                  |                            |                 
|                                                  |                            |                 
|Total Current Liabilities                         |                            | 110,447         
|                                                  |                            |                 
|                                                  |                            |                 
|Total Liabilities                                 |                            | 110,447         
|                                                  |                            |                 
|Stockholders' Deficiency                          |                           
|Common stock, $0.001 par value, 50,000,000 shares |                           
|                                                  |                            |                 
|authorized, 20,600,000 issued and outstanding     |                            | 20,600          
|                                                  |                            |                 
|Additional paid-in capital                        |                            | 181,700         
|                                                  |                            |                 
|Deficit accumulated during development stage      |                            | (270,533        
|                                                  |                            |                 
|                                                  |                            |                 
|                                                  |                            | (68,233         
|                                                  |                            |                 
|Less: Deferred consulting fee                     |                            | (30,667         
|                                                  |                            |                 
|                                                  |                            |                 
|Total Stockholders' Deficiency                    |                            | (98,900         
|                                                  |                            |                 
|                                                  |                            |                 
|Total Liabilities and Stockholders' Deficiency    |                            | $   11,547      
|                                                  |                            |                 

F-1

|                                              | Three Months
Ended
March 31,
2004 | Three Months
Ended
March 31,
2003 | For the period from
January 22, 1999
(Inception) to
March 31, 2004
|--------------------------------------------- | --------------------------------- | --------------------------------- | ------------------------------------------------------------------
|Operating Expenses                            |                                   |                                   |                                                                   
|                                              |                                   |                                   |                                                                   
|Depreciation                                  |                                   | $             284                 |                                                                   
|                                              |                                   |                                   |                                                                   
|Legal                                         |                                   | --                                |                                                                   
|                                              |                                   |                                   |                                                                   
|Software impairment loss                      |                                   | --                                |                                                                   
|                                              |                                   |                                   |                                                                   
|Website impairment loss                       |                                   | --                                |                                                                   
|                                              |                                   |                                   |                                                                   
|Amortization                                  |                                   | --                                |                                                                   
|                                              |                                   |                                   |                                                                   
|Accounting                                    |                                   | 4,720                             |                                                                   
|                                              |                                   |                                   |                                                                   
|Consulting                                    |                                   | 46,000                            |                                                                   
|                                              |                                   |                                   |                                                                   
|Software and website costs                    |                                   | --                                |                                                                   
|                                              |                                   |                                   |                                                                   
|General and administrative                    |                                   | 15,882                            |                                                                   
|                                              |                                   |                                   |                                                                   
|                                              |                                   |                                   |                                                                   
|Total Operating Expenses                      |                                   | 66,886                            |                                                                   
|                                              |                                   |                                   |                                                                   
|                                              |                                   |                                   |                                                                   
|Loss from Operations                          |                                   | (66,886                           | )                                                                 
|                                              |                                   |                                   |                                                                   
|                                              |                                   |                                   |                                                                   
|Net Loss                                      |                                   | $     (66,886                     | )                                                                 
|                                              |                                   |                                   |                                                                   
|Net Loss Per Share - Basic and Diluted        |                                   | $           (0.00                 | )                                                                 
|                                              |                                   |                                   |                                                                   
|Weighted average number of shares outstanding |                                  
|                                              |                                   |                                   |                                                                   
|during the year - basic and diluted           |                                   | 20,600,000                        |                                                                   
|                                              |                                   |                                   |                                                                   

F-2

|                                                     | Three Months
Ended
March 31,
2004 | Three Months
Ended
March 31,
2003 | For the period from
January 22, 1999
(Inception) to
March 31, 2004
|---------------------------------------------------- | --------------------------------- | --------------------------------- | ------------------------------------------------------------------
|Cash Flows from Operating Activities:                |                                   |                                   |                                                                   
|                                                     |                                   |                                   |                                                                   
|Net loss                                             |                                   | $(66,886                          | )                                                                 
|Adjustment to reconcile net loss to met cash used in |                                  
|operating activities:                                |                                  
|                                                     |                                   |                                   |                                                                   
|Amortization                                         |                                   | --                                |                                                                   
|                                                     |                                   |                                   |                                                                   
|Depreciation                                         |                                   | 284                               |                                                                   
|                                                     |                                   |                                   |                                                                   
|Stock issued for services                            |                                   | 46,000                            |                                                                   
|                                                     |                                   |                                   |                                                                   
|Software impairment loss                             |                                   | --                                |                                                                   
|                                                     |                                   |                                   |                                                                   
|Website impairment loss                              |                                   | --                                |                                                                   
|Changes in operating assets and liabilities:         |                                  
|Increase (decrease) in:                              |                                  
|                                                     |                                   |                                   |                                                                   
|Security deposit                                     |                                   | --                                |                                                                   
|                                                     |                                   |                                   |                                                                   
|Accounts payable                                     |                                   | 4,720                             |                                                                   
|                                                     |                                   |                                   |                                                                   
|Net Cash Used in Operating Activities                |                                   | (15,882                           | )                                                                 
|                                                     |                                   |                                   |                                                                   
|Cash Flows from Investing Activities:                |                                  
|                                                     |                                   |                                   |                                                                   
|Purchase of equipment                                |                                   | (3,997                            | )                                                                 
|                                                     |                                   |                                   |                                                                   
|Loan disbursements to officer                        |                                   | --                                |                                                                   
|                                                     |                                   |                                   |                                                                   
|Payment for software development                     |                                   | --                                |                                                                   
|                                                     |                                   |                                   |                                                                   
|                                                     |                                   |                                   |                                                                   
|Net Cash Used in Investing Activities                |                                   | (3,997                            | )                                                                 
|                                                     |                                   |                                   |                                                                   
|Cash Flows from Financing Activities:                |                                  
|                                                     |                                   |                                   |                                                                   
|Proceeds from common stock issuace                   |                                   | --                                |                                                                   
|                                                     |                                   |                                   |                                                                   
|Proceeds from notes payable - related party          |                                   | 27,000                            |                                                                   
|                                                     |                                   |                                   |                                                                   
|Repayment on notes payable - related party           |                                   | (2,503                            | )                                                                 
|                                                     |                                   |                                   |                                                                   
|                                                     |                                   |                                   |                                                                   
|Net Cash Provided by Financing Activities            |                                   | 24,497                            |                                                                   
|                                                     |                                   |                                   |                                                                   
|                                                     |                                   |                                   |                                                                   
|Net Increase (Decrease) in Cash and Cash Equivalents |                                   | 4,618                             |                                                                   
|                                                     |                                   |                                   |                                                                   
|Cash and Cash Equivalents at Beginning of Period     |                                   | 550                               |                                                                   
|                                                     |                                   |                                   |                                                                   
|                                                     |                                   |                                   |                                                                   
|Cash and Cash Equivalents at End of Period           |                                   | $   5,168                         |                                                                   
|                                                     |                                   |                                   |                                                                   
|Supplemental Disclosure of Cash Flow Information     |                                  
|Cash Paid for:                                       |                                  
|                                                     |                                   |                                   |                                                                   
|Interest                                             |                                   | $          --                     |                                                                   
|                                                     |                                   |                                   |                                                                   
|Taxes                                                |                                   | $          --                     |                                                                   
|                                                     |                                   |                                   |                                                                   

F-3

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

# Note 1 Basis of
Presentation

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

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

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

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

# Note 2 Notes Payable
 Officer

During the three months ended March
31, 2004, the Company received proceeds totaling $27,000 from an officer. During the three
months ended March 31, 2004, the Company repaid $2,503 to this officer. (See Note 3). The
notes are non interest bearing and are secured by all assets of the Company (See Note 6).
All activity with this officer represents a 100% concentration of all debt financing for
the three months ended March 31, 2004.

# Note 3 Related Party
Transactions

During the three months ended March
31, 2004, the Company received proceeds totaling $27,000 from an officer. During the three
months ended March 31, 2004, the Company repaid $2,503 to this officer. (See Notes 2 and
6)

F-4

# Note 4
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 $46,000
of consulting expense for the three months ended March 2004 and deferred $30,667 at March
31, 2004 as a component of stockholders deficiency.

# Note 5 Going Concern

As reflected in the accompanying
unaudited financial statements, the Company is inactive, has no revenues, has a working
capital deficiency of $104,679, a deficit accumulated during the development stage of
$270,533, net loss during the three months ended March 31, 2004 of $ 66,886, and net cash
used in operations of $15,882 for the period. 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 seek additional
funding. Management believes that the actions presently being taken provide the
opportunity for the Company to continue as a going concern.

# Note 6 Subsequent Events

On April 15, 2004, the Company
received proceeds totaling $5,000 from an officer. The note is non interest bearing and is
secured by all assets of the Company. (See Notes 2 and 3)

F-5

# 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 , 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.
| | -------------------------------------------------------------------------------------

4

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
comparable period ended March 31, 2004, by in large the Company was inactive.

Liquidity and capital
resources

We are inactive, have no revenues,
have a working capital deficiency of $104,679, a deficit accumulated during the
development stage of $270,533, net loss during the three months ended March 31, 2004 of
$66,886, and net cash used in operations of $15,882 during the three months ended March
31, 2004. In addition, as of March 31, 2004, we had only $5,168 of cash available. Our
cash resources of $5,168 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, or
are reasonably likely to materially affect, the Corporations internal control over
financial reporting.

5

# PART II  OTHER
INFORMATION

# Item 1. Legal Proceedings

| | None
| | ----

# Item 2. Changes in
Securities

| | None
| | ----

# 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.

6

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:  May 17, 2004 | By:      /s/ Richard Smitten
         Richard Smitten
         Chief Executive Officer
        (Principal Financial Officer)
|------------------- | ----------------------------------------------------------------------------------------------------------------------------