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>
<PAGE>

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

                                    Contents

                                                                  Page

Balance Sheets                                                      1

Statements of Operations (Unaudited)                                2

Statements of Cash Flows (Unaudited)                                3

Notes to Financial Statements (Unaudited)                         4 - 5

<PAGE>


<PAGE>

<TABLE>
<CAPTION>
                            ASSETS
                            ------
                                                              JUNE 30, 2005  DECEMBER 31, 2004
                                                               (Unaudited)
                                                              ------------
                                                              (As restated
                                                              ------------
                                                               Notes 8 & 9)    (Note 9)
                                                              ------------    -----------
<S>                                                            <C>            <C>
CURRENT ASSETS
    Cash                                                       $    32,986    $       267
    Security deposit                                                   600            600
                                                               -----------    -----------
TOTAL CURRENT ASSETS                                                33,586            867
                                                               -----------    -----------

EQUIPMENT, NET                                                       4,236          4,854

Deferred Equity Offering Costs                                      90,000        230,000
                                                               -----------    -----------

TOTAL ASSETS                                                   $   127,822    $   235,721
                                                               ===========    ===========

                    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                                     729,119        683,073
    Deficit accumulated during development stage                (1,088,630)      (673,151)
                                                               -----------    -----------
                                                                  (309,534)        40,254
    Less: Deferred consulting fee                                     --          (73,531)
                                                               -----------    -----------
TOTAL STOCKHOLDERS' DEFICIENCY                                    (309,534)       (33,277)
                                                               -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                 $   127,822    $   235,721
                                                               ===========    ===========
</TABLE>

<PAGE>

<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
                                                --------------------------    --------------------------  -------------------
                                                (As restated                  (As restated                   (As restated
                                                 -----------                   -----------                -------------------
                                                 Notes 8 & 9)                  Notes 8 & 9)                  Notes 8 & 9)
                                                 -----------                   -----------                -------------------
<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                                       --             --             --             --           10,350
    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                            132,819        250,307        401,708        317,193      1,065,351
                                                -----------    -----------    -----------    -----------     ----------

LOSS FROM OPERATIONS                               (132,819)      (250,307)      (401,708)      (317,193)    (1,065,351)
                                                -----------    -----------    -----------    -----------     ----------

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

NET LOSS                                        $  (144,971)   $  (257,730)   $  (415,479)   $ (324,616)    $(1,082,630)
                                                ===========    ===========    ===========    ==========      ===========


Net Loss Per Share - Basic and Diluted                (0.00)   $     (0.01)   $     (0.02)   $    (0.02)     $    (0.05)
                                                ===========    ===========    ===========    ==========      ===========

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>


<PAGE>


<TABLE>
<CAPTION>
                                                                    SIX MONTHS           FOR THE PERIOD FROM
                                                                       Ended               January 22, 1999
                                                                      June 30,              (Inception) to
                                                                2005          2004           June 30, 2005
                                                             -----------   -----------   -------------------
                                                             (As restated                    (As restated
                                                             ------------                    ------------
                                                             Notes 8 & 9)                    Notes 8 & 9)
                                                             ------------                    ------------
<S>                                                          <C>            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                 $  (415,479)   $ (324,616)   $      (1,082,630)
    Adjustment to reconcile net loss to met cash used in
       operating activities:
       Amortization                                                    -             -               10,350
       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>


<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
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.


<PAGE>

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
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. 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 97% of the lowest volume
weighted  average price of the 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.


<PAGE>

The  Company has  determined  that this fee,  $240,000,  should be treated as an
offering cost asset to be offset against the proceeds of the SEDA.

In  connection  with  the  issuance  of the  $240,000  compensation  convertible
debenture,  the Company computed a beneficial  conversion feature value totaling
$7,423,  which is being  amortized  over three  years.  The amount  amortized to
interest  expense 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.  The remaining deferred equity offering
costs at June 30, 2005 was $90,000  after  offsetting  against  cumulative  SEDA
proceeds of $150,000.

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)

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.


<PAGE>

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)

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.


<PAGE>

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 $1,088,630
at June  30,  2005;  net loss  during  the six  months  ended  June 30,  2005 of
$415,479,  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.

NOTE 8 RESTATEMENT

Subsequent to the issuance of the Company's  financial  statements for the three
and six months ended June 30, 2005, management became aware that those financial
statements had expensed  deferred  equity  offering costs rather than offsetting
those costs against  proceeds of the offering.  In addition those deferred costs
should  have been  presented  in the  balance  sheet as an asset  rather than as
contra equity.

The revision of this item in the restated financial statements has the effect of
decreasing  amortization expense and therefore net loss by $20,000 for the three
months  ended June 30, 2005 and  $40,000 for the six months  ended June 30, 2005
and for the  period  from  January  29,  1999  (Inception)  to  June  30,  2005,
decreasing the deferred  equity  offering  costs  (formerly  entitled  "Deferred
commitment  fee") by  $100,000 in the balance  sheet and  decreasing  additional
paid-in capital by $140,000. In addition, the deferred equity offering costs has
been reclassified from contra equity to non-current assets.

Net loss per share, basic and diluted did not change for the three or six months
ended June 30,  2005 and  changed to $(0.05)  from  $(0.06)  for the period from
January 29, 1999 (Inception) to June 30, 2005

NOTE 9 PRIOR PERIOD RECLASSIFICATIONS

To  conform  with the new  presentation  as  discussed  in Note 8, the  deferred
commitment  fee line item in the December 31, 2004 balance sheet  presented as a
comparative  column  in  the  June  30,  2005  financial  statements,  has  been
reclassified  to  non-current  assets and the title  changed to Deferred  equity
offering costs.

Item 2.  Plan of Operations

Forward-Looking Statements

The following discussion and analysis is provided to increase the understanding
of, and should be read in conjunction with, the Financial Statements of the
Company and Notes thereto included elsewhere in this Report. Historical results
and percentage relationships among any amounts in these financial statements are
not necessarily indicative of trends in operating results for any future period.
The statements, which are not historical facts contained in this Report,
including this Plan of Operations, and Notes to the Financial Statements,
constitute "forward-looking statements" within the meaning of the Private

<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 $1,088,630, net
loss during the six months ended June 30, 2005 of $415,479, 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:  November 8, 2005        By: /s/ Richard Smitten
                                   -----------------------
                                   Richard Smitten
                                   Chief Executive Officer
                                   (Principal Financial Officer)