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

                                  FORM 10-QSB/A

                                   (Mark One)

|X|   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACTOF 1934

               For the quarterly period ended: September 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)

                             3675 N E Skyline Drive
                          Jensen Beach, FL 34957-3917
                                  772-334-7129
                (Issuer's Telephone Number, Including Area Code)

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 |_|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) 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: 49,976,729 as of December 31, 2005.

Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

<PAGE>

PART I - Financial Information .............................................   4

   Item 1.  Consolidated 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.

<PAGE>

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

                                    Contents

                                                                          Page
                                                                          ----

Consolidated Balance Sheet (Unaudited)                                     1

Consolidated Statements of Operations (Unaudited)                          2

Consolidated Statements of Cash Flows (Unaudited)                          3

Notes to Consolidated Financial Statements (Unaudited)                     4 - 5

<PAGE>

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

                                     ASSETS
                                     ------
                                                              September 30, 2005
                                                              ------------------
                                                                 (As Restated
                                                                    Note 8)

Current Assets
    Cash                                                          $    14,785
    Security deposit                                                      600
                                                                  -----------
Total Current Assets                                                   15,385
                                                                  -----------

Equipment, net                                                          3,928

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

Total Assets                                                      $   109,313
                                                                  ===========

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

Current Liabilities
    Accounts payable                                              $     3,729
    Accrued interest                                                   15,500
    Accrued compensation - officer                                    226,200
    Note payable - stockholder                                             --
                                                                  -----------
Total Current Liabilities                                             245,429
                                                                  -----------

Long Term Liabilities
Convertible debenture, less discount of $133,820                      106,180
Debt conversion option liability                                      245,000
                                                                  -----------
                                                                      351,180

Total Liabilities                                                     596,609
                                                                  -----------

Stockholders' Deficiency
    Common stock, $0.001 par value, 100,000,000 shares
      authorized, 49,976,729 issued and
      outstanding at September 30, 2005                                49,977
    Common stock issuable ( 181,818 shares )                               --
    Additional paid-in capital                                        711,696
    Deficit accumulated during development stage                   (1,248,969)
                                                                  -----------
                                                                     (487,296)
    Less: Deferred consulting fee                                          --
                                                                  -----------
Total Stockholders' Deficiency                                       (487,296)
                                                                  -----------

Total Liabilities and Stockholders' Deficiency                    $   109,313
                                                                  ===========

                 See accompanying notes to financial statements

                                        1

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                 For the period from
                                                           Three Months                      Nine Months          January 22, 1999
                                                              Ended                            Ended                  (Inception)
                                                           September 30,                    September 30,           to September 30,
                                                       2005            2004            2005            2004              2005
                                                   ------------    ------------    ------------    ------------      ------------
                                                    (As Restated                   (As Restated                      (As Restated
                                                        Note 8)                        Note 8)                           Note 8)
<S>                                                <C>             <C>             <C>             <C>               <C>
Operating Expenses
     Depreciation                                  $        309    $        309    $        926    $        901      $      2,245
     Legal                                                   --              --          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
     Amortization                                            --              --              --              --               350
     Accounting                                           6,700           6,452          16,519          13,402            46,634
     Rental expense                                       1,600              --           5,600              --            13,550
     Consulting                                              --          48,750         110,463         250,068           516,614
     Compensation - officer                              42,000              --         257,500              --           257,500
     Software and website costs                              --              --          12,500              --            32,792
     General and administrative                           8,129           7,591          36,938          36,426            97,782
                                                   ------------    ------------    ------------    ------------      ------------
Total Operating Expenses                                 58,738          63,102         460,446         380,295         1,114,089
                                                   ------------    ------------    ------------    ------------      ------------

Loss from Operations                                    (58,738)        (63,102)       (460,446)       (380,295)       (1,114,089)
                                                   ------------    ------------    ------------    ------------      ------------

Other Income/(Expenses)
     Interest expense                                   (22,583)             --         (74,184)         (7,423)         (118,880)
     Changes in fair value of debt
        conversion option liability                        --                --         (10,000)           --             (10,000)
                                                   ------------    ------------    ------------    ------------      ------------

Net Loss                                           $    (81,321)   $    (63,102)   $   (544,630)   $   (387,718)     $ (1,242,969)
                                                   ============    ============    ============    ============      ============

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

Weighted average number of shares outstanding
     during the year - basic and diluted             49,976,729      30,331,818      41,187,185      24,792,170        20,976,240
                                                   ============    ============    ============    ============      ============
</TABLE>

                See accompanying notes to financial statements

                                        2

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                Nine Months              For the period from
                                                                                   Ended                   January 22, 1999
                                                                                September 30,                (Inception)
                                                                                                          to September 30,
                                                                            2005              2004              2005
                                                                        -----------       -----------       -----------
                                                                         (As Restated                         (As Restated
                                                                             Note 8)                              Note 8)
<S>                                                                     <C>               <C>               <C>
Cash Flows from Operating Activities:
     Net loss                                                           $  (544,630)      $  (387,718)      $(1,242,969)
     Adjustment to reconcile net loss to met cash used in
         operating activities:
         Amortization                                                            --                --               350
         Options for services                                                    --           100,682           100,683
         Settlement loss                                                         --            60,963            60,963
         Debt discount amortization                                          66,152                --           108,678
         Debt issue cost amortization                                        18,750                --            18,750
         Interest expense                                                        --             7,423              --
         Depreciation                                                           926               901             2,245
         Stock issued for services                                          126,713           167,386           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                                               (17,684)            6,902             3,729
             Accrued compensation- officer                                  226,200                --           226,200
             Accrued interest                                                13,333                --            15,500
             Debt conversion option liability                                10,000                --            10,000
                                                                        -----------       -----------       -----------
Net Cash Used in Operating Activities                                      (100,241)          (43,461)         (229,139)
                                                                        -----------       -----------       -----------

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            53,500           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            50,997           266,896
                                                                        -----------       -----------       -----------

Net Increase in Cash and Cash Equivalents                                    14,518             3,539            14,785

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

Cash and Cash Equivalents at End of Period                              $    14,785       $     4,089       $    14,785
                                                                        ===========       ===========       ===========

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

                See accompanying notes to financial statements

                                        3

<PAGE>

                   Stock Market Solutions, Inc. and Subsidiary
               Notes to Consolidated Financial Statements
                          (A Development Stage Company)
                               September 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/A.

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.

                                        4

<PAGE>

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.

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
registration statement, whichever occurs first. We may request an advance every
five trading days. The maximum amount per advance is $100,000 and the maximum
aggregate advance during any 30 day period is $400,000. A closing will be held
six trading days after such written notice at which time we will deliver shares
of common stock and Cornell Capital Partners, L.P. will pay the advance amount.
In addition to other possible costs of each advance, we will pay a commitment
fee to the investor of 5% of each advance which will be treated as an offering
cost and charged to additional paid-in capital for accounting purposes.

Under the terms of the SEDA, Cornell Capital Partners may not own more than 9.9%
of our outstanding common stock at any time. As of September 30, 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.

                                        5

<PAGE>

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 if the number of shares held by the lender or its affiliates after the
conversion would not exceed 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 determined that the call option is not a derivative in accordance
with SFAS 133. The Company determined that the embedded conversion feature is a
derivative under SFAS 133 and related interpretations due to the variable share
quantity it is convertible into and due to the liquidated damages clause under
the registration rights agreements. Accordingly, the conversion option has been
segregated and recorded in 2004 as a non-current derivative liability at its
then fair value of $235,000. The fair value increased by $10,000 as of March 31,
2005 with no change through September 30, 2005 as determined using a
Black-Scholes option pricing model with the following assumptions: expected term
of 1.5 years, volatility of 397%, expected dividends of zero and interest rate
of 3.6%. The derivative liability is treated as non-current since the conversion
option expires in over one year. The related debt discount of $235,000 is being
amortized over the debt term of 3 years with amortization in 2004 of $42,528 and
amortization of $58,652 in 2005.

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. As of
September 30, 2005, $150,000 has been charged against additional paid-in capital
against the $150,000 SEDA draws.

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 September 30, 2005 was $90,000 after offsetting against cumulative SEDA
proceeds of $150,000.

                                        6

<PAGE>

Note 4 Notes Payable - Officer

During the nine months ended September 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 nine months ended September 30, 2005, the Company received proceeds
totaling $2,000 from an officer. During the nine months ended September 30,
2005, the Company repaid $13,500 to this officer. (See Notes 4 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 nine months ended September 30,
2005, the Company recorded officer's compensation of $257,500.

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 nine months ended September
2005 and deferred $-0- at September 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. (See Note 3)

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)

                                        7

<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
$230,044, and a deficit accumulated during the development stage of $1,248,969
at September 30, 2005; net loss during the nine months ended September 30, 2005
of $544,630, and net cash used in operations of $100,241 for the nine months
ended September 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 acquire Texas Prototypes. (See Note 2) Management believes
that the actions presently being taken provide the opportunity for the Company
to continue as a going concern.

                                        8

<PAGE>

Item 2. Plan of Operations

Forward-Looking Statements

The following discussion and analysis is provided to increase the understanding
of, and should be read in conjunction with, the Financial Statements of the
Company and Notes thereto included elsewhere in this Report. Historical results
and percentage relationships among any amounts in these financial statements are
not necessarily indicative of trends in operating results for any future period.
The statements, which are not historical facts contained in this Report,
including this Plan of Operations, and Notes to the Financial Statements,
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are based on currently
available operating, financial and competitive information, and are subject to
various risks and uncertainties. Future events and the Company's actual results
may differ materially from the results reflected in these forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, dependence on existing and future key strategic and strategic
end-user customers, limited ability to establish new strategic relationships,
ability to sustain and manage growth, variability of operating results, the
Company's expansion and development of new service lines, marketing and other
business development initiatives, the commencement of new engagements,
competition in the industry, general economic conditions, dependence on key
personnel, the ability to attract, hire and retain personnel who possess the
technical skills and experience necessary to meet the service requirements of
its clients, the potential liability with respect to actions taken by its
existing and past employees, risks associated with international sales, and
other risks described herein and in the Company's other SEC filings.

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.

                                        9

<PAGE>

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 its business.
For the fiscal year ended December 31, 2004 and for the nine month period ended
September 30, 2005, by in large the Company was inactive.

Liquidity and capital resources

We are inactive, has no revenues, has a deficit accumulated during the
development stage at September 30. 2005 of $1,248,969, net loss during the nine
months ended September 30, 2005 of $544,630, and net cash used in operations of
$100,241 during the nine months ending September 30, 2005. In addition, as of
September 30, 2005, we had only $14,785 of cash available. Our cash resources of
$14,785 are insufficient to satisfy our cash requirements over the next 12
months.

Until the merger with TXP has closed, 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.

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 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.
No amount of the SEDA is available after closing of the merger.

We were able to request advances under the standby equity distribution agreement
once the underlying shares were 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 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.

                                       10

<PAGE>

Under the terms of the SEDA, Cornell Capital Partners may not own more than 9.9%
of our outstanding common stock at any time. As of September 30, 2005, we 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 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 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 if the number of shares
held by the lender or its affiliates after the conversion would not exceed 4.99%
of the outstanding shares of our common stock following such conversion. In
addition, SMS has the right to redeem at any time at 120% of the outstanding
principal balance plus accrued unpaid interest.

The Company determined that the call option is not a derivative in accordance
with SFAS 133. The Company determined that the embedded conversion feature is a
derivative under SFAS 133 and related interpretations due to the variable share
quantity it is convertible into and due to the liquidated damages clause under
the registration rights agreements. Accordingly, the conversion option has been
segregated and recorded in 2004 as a non-current derivative liability at its
then fair value of $235,000. The fair value increased by $10,000 as of March 31,
2005 with no change through September 30, 2005 as determined using a
Black-Scholes option pricing model with the following assumptions: expected term
of 1.5 years, volatility of 397%, expected dividends of zero and interest rate
of 3.6%. The derivative liability is treated as non-current since the conversion
option expires in over one year. The related debt discount of $235,000 is being
amortized over the debt term of 3 years with amortization in 2004 of $42,528 and
amortization of $58,652 in 2005.

We have determined that this fee, $240,000, should be treated as an offering
cost asset to be offset against the proceeds of the SEDA. As of September 30,
2005, $150,000 has been charged against additional paid-in capital against the
$150,000 SEDA draws.

On February 15, 2005, we 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 we under the Standby Equity Distribution Agreement dated June 14,
2004 or within 107 calendar days of January 26, 2005. We received net proceeds
after payment of fees and commission of $123,750.

                                       11

<PAGE>

In connection with the above transaction with Cornell, from February 9, 2005 to
May 20, 2005, SMS 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 on September 30, 2005 was $90,000 after offsetting against cumulative SEDA
proceeds of $150,000.

We 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. We shall issue approximately 90 million common shares
to the shareholders of TXP after a proposed 1 for 10 reverse split of our 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.

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

                                       12

<PAGE>

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.

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:  January 6, 2005

By:    /s/ Richard Smitten
       -----------------------------
       Richard Smitten
       Chief Executive Officer
       (Principal Financial Officer)

                                       13