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

                                  FORM 10-KSB/A

(Mark One)

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934

                    For Fiscal Year Ended: December 31, 2004

                                       OR

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

              For the transition period from _________ to _________

         Commission file number:  000-27795

                          Stock Market Solutions, Inc.
                 (Name of small business issuer in our charter)

<TABLE>
<S>                                <C>                             <C>

             Nevada                            7372                      88-0443110

(State or other jurisdiction of    (Primary Standard Industrial       (I.R.S. Employer
 incorporation or organization)     Classification Code Number)    Identification Number)
</TABLE>

                             3675 N E Skyline Drive
                          Jensen Beach, FL 34957-3917
                                  772-334-7129
          -----------------------------------------------------------
                    (Address of Principal Executive Offices)


                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Act: NONE
                                                      ----

Securities registered under Section 12(g) of the Act:

common stock, par value $.001 per share
---------------------------------------

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

                                        1

<PAGE>

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation SB is not contained in this form, and no disclosure  will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB/A. [x]

         State issuer's revenues for its most recent fiscal year:  None

         State the aggregate  market value of the voting and  non-voting  common
equity held by  non-affiliates  computed by  reference to the price at which the
common  equity was sold,  or the  average  bid and asked  prices of such  common
equity,  as of a specified  date  within the past 60 days.  (See  definition  of
affiliate  in  Rule  12b-2  of the  Exchange  Act.)  As of  DECEMBER  31,  2005:
$1,169,302

         Note: If  determining  whether a person is an affiliate will involve an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

      ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

         Indicate by check mark whether the issuer has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a court. Yes [ ]
No [ ]

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: as of DECEMBER 31, 2005 -
49,976,729
                       DOCUMENTS INCORPORATED BY REFERENCE

         If the following  documents  are  incorporated  by  reference,  briefly
describe them and identify the part of the Form 10-KSB  (e.g.,  Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders;  (2) any proxy or information  statement;  and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The listed documents  should be clearly  described for  identification  purposes
(e.g.,  annual  report to security  holders for fiscal year ended  December  24,
1990).

         No documents are  incorporated  by reference into this Annual Report on
Form 10-KSB/A.

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

                                        2

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TABLE OF CONTENTS

Part I.........................................................................5

Item 1.  Description of Business...............................................5

Item 2.  Description of Property..............................................16

Item 3.  Legal Proceedings....................................................17

Item 4.  Submission of Matters to a Vote of Security Holders..................17

PART II.......................................................................17

Item 5.  Market for Common Equity and Related Stockholder Matters.............17

Item 6.  Management's Discussion and Analysis or Plan of Operation............19

Item 7.  Financial Statements.................................................22

Item 8.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure.................................................22

PART III......................................................................22

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance With Section 16(a) of the Exchange Act....................23

Item 10. Executive Compensation...............................................24

Item 11. Security Ownership of Certain Beneficial Owners and Management.......25

Item 12. Certain Relationships and Related Transactions.......................26

Item 13. Exhibits and Reports on Form 8-K.....................................26

Item 14. Controls and Procedures..............................................22

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PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Business Development

We are a Nevada  corporation  formed in June 1994 under the name Cyber  Synergy,
Inc. to develop stock market related software applications. In November 1999, we
changed our name to Jesse  Livermore.com,  Inc. In December  2001 we changed our
name to Stock Market Solutions, Inc. Our principal executive offices are located
at 3675 N E Skyline Drive
Jensen Beach, FL  34957-3917
772-334-7129

Stock Market Solutions:

      o     was inactive until entering the development stage in January 1999;

      o     has no operating history; and

      o     has earned no revenues.

We  offer  a  teaching  and a  computer  trading  program  designed  to  provide
educational/instructional  assistance  and aid to those stock market traders who
wish to learn  how to  trade  in the  stock  market  using a  system  previously
developed by an early 20th century stock market trader, Jesse Livermore. We will
use the Internet to execute this on-line  computer  based stock  trading  system
which will show stock market traders how to use a trading program which they can
learn, practice and then, if they so desire, use for their own account.

As Jesse Livermore  said,  "Wall Street never changes,  the pockets change,  the
stocks  change,  but Wall Street  never  changes,  because  human  nature  never
changes." "The Amazing Life of Jesse Livermore--World's  Greatest Stock Trader,"
written by Richard  Smitten,  published by Traders  Press in November  1999.  We
believe  Jessie  Livermore's  system is  applicable  to traders today because we
believe  many  traders in the stock market today trade based upon the same human
behavioral patterns as traders in the early 20th century.

Livermore  believed  that the stock  market  was driven by humans and humans are
driven by their emotions,  not their intellect and the key to trading the market
was to try and understand and  anticipate  this emotional  behavior . This human
emotional factor, he explained,  was why recurring patterns occurred.  Livermore
believed that these patterns  reoccur  because the same human behavior  reoccurs
and the stock  patterns are nothing more than a reflection of human emotions and
behavior in the stock market.

In general, the system developed by Livermore involves the following principles:

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o    Tandem Trading - When Livermore bought a stock, say the Ford Motor Company,
     he would also track General  Motors because he believed that similar stocks
     move in tandem,  so when both turn in trend it is an indication as to which
     way the stock is going to go.

o    Industry Group Trading - Livermore believed that stocks move together in an
     industry  group and they change  direction  as an industry  group.  If, for
     instance, the leader of the chip manufacturing group changes direction, one
     will almost  always see all the stocks in the chip  manufacturing  computer
     group change direction.

o    Top Down Trading - Livermore believed that one should not trade against the
     basic trend of the overall market so he was very careful in his analysis to
     try and  determine  the basic  trend of the overall  market.  He would also
     trade both sides of the market - long and short.  So, as a current example,
     if he  believed  the  NASDAQ  was in a  downtrend  he would not be long any
     NASDAQ stocks.

o    The 10% Rule - Livermore  believed a trader  should never sustain a loss of
     more than 10% of  invested  capital  and that if the trader did  sustains a
     loss of 10% or  more,  the rule was that  the  trader  must  close  out his
     position - no questions asked - just close it out.

o    The Always Pay More  Buying  Rules - Livermore  believed  that one must not
     take a full position all at once. He believed that one should buy 20% first
     and buy the  second  20% only if the stock has moved up in price.  The same
     would be true of the remaining  buying  positions of a further 20%, and the
     final 40% - all  bought at higher  prices.  The reason for this was that if
     the stock  moved up in price it proved one had made the right  decision  in
     the first place.

We are the outgrowth of over five years of development of a computer-based stock
trading system software design and  development by Richard  Smitten,  president,
and ,on occasion, by Greg McFarland of Melbourne Florida and Mike LaMont of Salt
Lake City Utah who have been writing the computer code for our trading system on
an outsourcing basis as required.

Since our inception we have devoted our activities to the following:

      o     Developing our business plan

      o     Obtaining and developing necessary intellectual property

      o     Establishing our website

      o     Determining  the market for the  services  we intend to offer on our
            website.

We have never been the subject of any bankruptcy or receivership action. We have
had no reclassification, merger, and consolidation.

The current status of our programs is as follows:

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<PAGE>

      o     Trading  system - Further  engineering  in the form of  writing  the
            final  software code for the product is still  necessary in order to
            develop  our  final  product.  The  concepts,  analytics,  and basic
            graphic  design  features  have been decided on. What is left is the
            actual final software code writing to implement the software system.

Principal Products and Services

Our Jesse Livermore stock market trading software is designed to provide general
educational investment information consisting of:

      o     A  computer-based  trading  system  that also  offers  analysis  and
            interpretation  of data  based  upon a  particular  type of  trading
            system--the Jesse Livermore system.

      o     Two variations of the trading program are under  development-one for
            the  mutual  and hedge  fund  traders  and a second  system  for the
            non-institutional investor.

      o     Stock quotations and other market data is presented in real time.

 The two trading programs are aimed at basically all stock market traders. They,
and any  persons  using the  software,  are  cautioned  that  before  making any
investment  decisions to consult a qualified financial advisor to consider which
investments  are best suited to them,  their risk  tolerance,  and their current
financial situation and abilities.

We are currently developing two software products

      o     Jesse Livermore stock trading program for mutual fund and hedge fund
            traders

      o     Jesse  Livermore   stock  trading  program  for   non-intstitutional
            traders.

These  products are based upon trading  principles of Jesse  Livermore,  a stock
trader who lived from 1877 - 1940.

We have obtained from Mr. Smitten the exclusive right to utilize the information
contained  in both of his  Jesse  Livermore  books  as the  basis  of the  Jesse
Livermore computer trading system. These books are:

      o     "Jesse Livermore: World's Greatest Stock Trader."

      o     "How To Trade in Stocks."

We have also  obtained  from Mr.  Smitten  the  exclusive  right to utilize  the
information  contained his third Jesse Livermore books as the basis of the Jesse
Livermore computer trading system. This book is:

      o     Trade Like Jesse Livermore

All   the   company's    programs   will   be   accessed   from   our   website,
www.stockmarketsolutions.org. Our website development has progressed as follows:

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      o     From February of 1999 - Working on overall design and technical
            aspects

      o     January 10, 2002 - Initiation of Beta test of website

      o     February 13,  2002-Present - Actual trading product being written by
            software  code  writers  to  produce a  product  that can be sold to
            traders.

After  a  review  of  our  competitors  pricing,  it is  anticipated  that  each
individual  mutual or hedge fund firm that uses these  programs will pay $500.00
per month. We will be offering a second program to the non-institutional traders
for a fee of $50 per month.  We intend to offer all our  customers a 35-day free
trial period.  If the customer is not satisfied  during the first 35 day period,
he will  receive a full rebate.  Thereafter,  a customer can cancel with 35 days
notice. We cannot predict how long traders will use our program. We believe that
so long as a trader  is  using  the  system  and  making  money,  they  will not
discontinue  use of our product.  Our revenue  recognition  policy  provides the
following:  Revenue receipts from a customer during the customer's  35-day trial
period will be recorded as a deferred  liability and recognized  when the refund
period expires.  Revenue receipts after the 35-day trial period will be recorded
as a deferred  liability and recognized as revenue on a pro-rata basis as earned
over the service period.

Our Marketing Program

We anticipate  that we will sell our products  either  directly  through trading
schools, employees sales, or sales off our website, stockmarketsolutions.org, or
as a  result  of  referrals  from our  affiliate  alliance  partners  (primarily
existing  trading  schools and academies) and Internet sites to be linked to our
site. We have no current partnering and/or marketing relationships.

Our target market is a stock market trading firm or private individual who wants
to use a computer based trading program.

Our programs are designed to educate  investors  and traders about stock trading
and explain how they can use our  particular  method of trading to improve their
trading results for themselves or the firm they work for.

Initially,  we intend to advertise and place links on other  financial  websites
such as Nirvana Systems,  Esignal,  Interactive  Brokers,  Metastock and Ensign.
These sites will  receive  from 20 to 25% of their  revenues  from our users who
ultimately subscribe to our services and are sourced by these websites.  No such
agreements are in place.

We also will be making sales calls directly to our targeted  customers,  such as
brokers and mutual fund traders.

In  addition,  we intend to send  e-mail  transmissions  targeted to a purchased
database of brokers and mutual fund  companies who are believed by the seller of
the  database  to use  their  computers  for  in-house  stock  trading.  No such
agreements are currently in place.

                                        7

<PAGE>

Research and Development

We plan to conduct a minimum of $150,000 in research in the  development  of our
products during the next 12 months, provided the funds are available.

Material Contracts

We are classified as an application service provider,  meaning that the customer
will log on to our Internet web server and will work on our stock trading system
program on-line.

We anticipate using Esignal and others as our Internet market data provider.  As
of the date of this report,  we have no firm  agreement  with Esignal.  However,
even if we are unable to reach an agreement with them, we believe there are many
other alternative suppliers of this service at approximately the same cost.

Competition

The  on-line  stock  trading  industry  is  increasingly  competitive  with many
competitors on the Internet.  In addition,  because barriers to market entry are
relatively low and new  competitors  can establish new sites at a relatively low
cost  utilizing  a  variety  of  software,   we  expect  competition  to  become
increasingly  intensified  in the  future.  Therefore,  competition  is  rapidly
evolving  and we may not be able to keep pace with the  intense  competition  in
this market. Therefore,  potential customers may obtain stock trading advice and
programs from many other sources that offer similar systems to ours.

Many of our competitors have significantly  greater brand recognition,  customer
bases, operating histories and financial and other resources.  In addition, many
companies  have  expanded  the  size of  their  operations  by  acquiring  other
complimentary  companies or forming advantageous strategic alliances. We compete
with  firms  offering  on-line  Internet  software  trading  systems  as well as
off-line systems and advice. In addition, many of our competitors offer the same
services at less cost than us and have the  financial  resources  to create more
attractive pricing.

Some  companies,  for example  provide only raw  financial  data.  Some of these
companies are: Telescan,  Quotes Plus, E-Signal,  Worden Brothers, Dial Data and
Quote.Com.  These  companies  provide  no  assistance  in  interpreting  the raw
financial data.

There are also a number of companies  that are  beginning to offer various stock
trading software.  These companies  include:  Omnitrader/Stocks  Edition,  Trade
Station,  AIQ - Stock  Expert,  Vector  Vest,  Meta  Stock pro and  Professional
Analyst by TrendSetter software.

These  competitors  have the following  advantages over the services that we now
offer:

      o     Being operational

      o     A larger sales force

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      o     Greater brand recognition

      o     A longer corporate history

We intend to compete effectively or overcome these competitive  advantages based
upon the fact that our program has the following components:

      o     A  computer-based  trading  system  that also  offers  analysis  and
            interpretation  of data based upon a specific  trading  system,  the
            Jesse Livermore system of stock trading

      o     Two separate systems-one for the professional mutual and hedge funds
            and one for the non-institutional trader.

      o     Stock quotation and other market data

Employees

We have one  employee,  our  Chairman  of the Board Mr.  Smitten.  He  currently
devotes  approximately  70% of his time to our  business  and  anticipates  that
during the next 12 months he will  continue to devote  approximately  70% of his
time to our business.

In addition to our Chairman of the Board,  we plan to hire the following  people
if we secure additional funding.

      o   President and COO
      o   Executive Vice President
      o   Research Vice President
      o   Administration Vice President
      o   Customer Service Consultant
      o   Accountant/bookkeeper

The number of employees we will hire will be dependent  upon the amount of money
we anticipate we will have available to fund these positions.

Proprietary Rights

We have obtained from Mr. Smitten the exclusive right to utilize the information
contained  in both of his  Jesse  Livermore  books  as the  basis  of the  Jesse
Livermore computer trading system. These books are:

      o     "Jesse Livermore: World's Greatest Stock Trader."

      o     "How To Trade in Stocks."

We issued Mr. Smitten  6,000,000  shares of common stock for these rights at par
value based upon the funds he had expended in developing these rights.

                                        9

<PAGE>

We have also  obtained  from Mr.  Smitten  the  exclusive  right to utilize  the
information  contained his third Jesse Livermore books as the basis of the Jesse
Livermore computer trading system. This book is:

      o     Trade Like Jesse Livermore

We issued Mr. Smitten  5,000,000  shares of common stock for these rights at par
value based upon the funds he had expended in developing these rights.

Our  website,  Stockmarketsolutions.org,  was  acquired  from Dennis  Kranyak in
exchange for  1,200,000  shares of common stock valued at par value of $.001 per
share.  This pricing was based upon the amount of time and expenses  incurred by
Mr. Kranyak in developing the website.

ITEM 2. DESCRIPTION OF PROPERTY.

Our  executive  offices are located at 1000  Bourbon St. Ste 380,  New  Orleans,
Louisiana 70116-2708,  telephone:  504-598-4877.  On August 15, 2003, we entered
into a one year rental agreement with Minutis Investments,  Inc. Under the terms
of the agreement,  we are obligated to pay $1200 per month in rent. We also paid
$600 for a refundable security deposit.  Subsequent to entering into this rental
agreement,  we entered into a sub lease rental agreement with our sole corporate
officer.  Under the terms of the sub lease, the officer would be required to pay
to us $600 per month.  A new lease was  entered  into on April 15, 2004 with the
same  landlord  for a term of one year for  $1,200  per month in rent,  which is
allocated $800 to the Company and $400 to the sole corporate officer.

We believe that our facilities are adequate to meet our current needs.  However,
as we  begin  to  implement  our  business  plan,  we will  need to  locate  our
headquarters  office space.  We anticipate such facilities are available to meet
our development and expansion needs in existing and projected target markets for
the foreseeable  future. Our offices are in good condition and are sufficient to
conduct our operations.

                                       15

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We do not intend to renovate, improve, or develop properties. We are not subject
to competitive conditions for property and currently have no property to insure.
We have no policy with  respect to  investments  in real estate or  interests in
real estate and no policy with respect to investments in real estate  mortgages.
Further,  we have no policy with  respect to  investments  in  securities  of or
interests in persons primarily engaged in real estate activities.

ITEM 3. LEGAL PROCEEDINGS.

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Our stock became  qualified for quotation on the over the counter bulletin board
under the  symbol  "SMKT" in 2002.  In 2003 on April 1 we began  trading  on the
bulletin board.

High and Low Sales Prices for each quarter within the last two fiscal years.*

                                    HIGH                    LOW
                              (Price per Share $)    (Price per Share $)

                  Mar 03             .50                    .12
                  June 03            .12                    .3
                  Sept 03            .10                    .3
                  Dec 03             .6                     .3
                  Mar 04             .01                    .006
                  June 04            .01                    .008
                  Sept 04            .01                    .007
                  Dec 04             .01                    .007

*   The quotations reflect  inter-dealer prices,  without mark-up,  mark-down or
    commission and may not represent actual transactions.

Holders

The number of recorded  holders of the Company's common stock as of December 31,
2004 is approximately 73.

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Penny Stock Considerations

Our  shares  are  "penny  stocks"  as that  term  is  generally  defined  in the
Securities  Exchange Act of 1934 to mean equity  securities with a price of less
than $5.00.  Our shares thus will be subject to rules that impose sales practice
and disclosure requirements on broker-dealers who engage in certain transactions
involving a penny stock.

Under the penny  stock  regulations,  a  broker-dealer  selling a penny stock to
anyone other than an  established  customer or  accredited  investor must make a
special suitability  determination  regarding the purchaser and must receive the
purchaser's  written  consent to the transaction  prior to the sale,  unless the
broker-dealer is otherwise exempt.  Generally, an individual with a net worth in
excess of  $1,000,000  or  annual  income  exceeding  $100,000  individually  or
$300,000  together with his or her spouse is considered an accredited  investor.
In addition, under the penny stock regulations the broker-dealer is required to:

     o   Deliver, prior to any transaction involving a penny stock, a disclosure
         schedule prepared by the Securities and Exchange  Commissions  relating
         to the penny stock market,  unless the broker-dealer or the transaction
         is otherwise exempt;

     o   Disclose  commissions  payable to the  broker-dealer and our registered
         representatives   and  current  bid  and  offer   quotations   for  the
         securities;

     o   Send monthly statements disclosing recent price information  pertaining
         to the penny stock held in a customer's  account,  the account's  value
         and information regarding the limited market in penny stocks; and

     o   Make a special written determination that the penny stock is a suitable
         investment  for the  purchaser  and  receive  the  purchaser's  written
         agreement  to the  transaction,  prior to  conducting  any penny  stock
         transaction in the customer's account.

Because of these regulations, broker-dealers may encounter difficulties in their
attempt to sell  shares of our  common  stock,  which may affect the  ability of
selling  shareholders  or other  holders to sell their  shares in the  secondary
market and have the effect of  reducing  the level of  trading  activity  in the
secondary  market.  These additional sales practice and disclosure  requirements
could  impede the sale of our  securities,  if our  securities  become  publicly
traded. In addition,  the liquidity for our securities may be decreased,  with a
corresponding  decrease  in the  price  of our  securities.  Our  shares  in all
probability will be subject to such penny stock rules and our shareholders will,
in all likelihood, find it difficult to sell their securities.

Dividends

We have not declared any cash  dividends on our common stock since our inception
and do not anticipate  paying such dividends in the foreseeable  future. We plan
to retain any future earnings for use in our business. Any decisions as to

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future payments of dividends will depend on our earnings and financial  position
and such other facts as the board of directors deems relevant.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS

Some of the statements in this Form 10K-SB/A are  "forward-looking  statements."
These  forward-looking  statements  involve  certain  known and  unknown  risks,
uncertainties and other factors which may cause our actual results,  performance
or achievements to be materially different from any future results,  performance
or achievements expressed or implied by these forward-looking statements.  These
factors include, among others, the factors set forth above under "Risk Factors."
The words  "believe,"  "expect,"  "anticipate,"  "intend,"  "plan,"  and similar
expressions  identify  forward-looking  statements.  We caution you not to place
undue reliance on these forward-looking  statements.  We undertake no obligation
to update and revise any forward-looking  statements or to publicly announce the
result  of  any  revisions  to any of the  forward-looking  statements  in  this
document to reflect any future or developments.

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 Mr.  Smitten's  three  books  concerning  Mr.
Livermore.

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

The software  trading system is under  development at this time.  Version One is
expected to be  delivered  in an untested  draft  version  within 60 days.  This
system  will  have to be Beta  tested  and used by  investors  to  ensure  it is
bug-free  before  it can be  offered  to the  public.  The cost for the  current
version has been $35,000 so far and is expected to be about $50,000-60,000, when
completed. The anticipated date for the final version is December of 2005 but it
may be a longer period until the final version is completed.

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<PAGE>

In  addition,  one aspect of our  strategy to grow is to expand the scope of our
operations by acquiring  other  businesses.  We believe that our public  company
status will make us an  attractive  buyer to certain  acquisition  candidates in
this area.  We have not  developed  any  acquisition  discipline  or criteria to
evaluate acquisition opportunities.  Accordingly, any acquisition candidate that
is selected may be a financially unstable company or an entity in an early stage
of development or growth,  including  entities  without  established  records of
sales or earnings. As of the date of this report, we have engaged in preliminary
discussions  with  an  acquisition  candidate.   However,  we  have  no  binding
agreement,  commitment  or  understanding  with  this  or any  other  candidate.
Further,  this and we anticipate any other acquisition candidate will require us
to increase our  authorized  shares before  proceeding to a definitive,  binding
agreement,  commitment or  understanding.  Accordingly,  in this connection,  we
intend to file a proxy  solicitation  on  Schedule  14A  concerning  a  proposed
amendment to our articles of incorporation to increase the authorized  shares to
1,000,000,000.  We may be able to promptly proceed to a definitive agreement and
closing of an  acquisition  promptly  if and upon  approval  and filing with the
State of Nevada of this proposed amendment.

Liquidity and capital resources

The  Company  has a net loss of  $500,692  and net cash  used in  operations  of
$49,283 for the year ended December 31, 2004 and a working capital deficiency of
$34,213,  deficit  accumulated  during the  development  stage of $704,339 and a
stockholders'  deficiency  of $71,888 at December 31, 2004 and is a development
stage company with no revenues.

Our current cash resources plus amounts  available  under our line of credit and
our promissory note agreement with Cornell Capital  Partners L.P. are sufficient
to satisfy our cash  requirements  over the next 12 months,  assuming we take no
steps to develop our business plan.

On June 14,  2004,  the  Company  entered  into a  Standby  Equity  Distribution
Agreement ("SEDA") with Cornell Capital Partners, L.P. ("Cornell").  Pursuant to
the SEDA,  the Company may, at their  discretion,  periodically  sell to Cornell
shares of common stock for a total purchase price of up to $5,000,000.  For each
share of common  stock  purchased  under the SEDA,  Cornell  will pay 97% of the
lowest volume weighted  average price of the Company's common stock as quoted by
Bloomberg,  L.P.  on the  Over-the-Counter  Bulletin  Board  ("OTCBB")  or other
principal market on which the Company's common stock is traded for the five days
immediately following the notice date.

The Company may request  advances under the SEDA once the underlying  shares are
registered with the United States  Securities and Exchange  Commission  ("SEC").
Thereafter,  the Company  may  continue to request  advances  until  Cornell has
advanced  $5,000,000 or two years after the effective  date of the  registration
statement, whichever occurs first. The Company 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

                                       19

<PAGE>

six  trading  days after such  written  notice at which  time the  Company  will
deliver  shares of common  stock and  Cornell  will pay the advance  amount.  In
addition,  to other  possible  costs of each  advance,  the  Company  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 may not own more than 9.9% of the Company's
outstanding  common stock at any time. As of December 31, 2004,  the Company has
not taken any draws against the SEDA.

On June 14, 2004,  in connection  with the SEDA with  Cornell,  the Company gave
Cornell  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 the Company's 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 equaling 97% of the lowest volume weighted average price of the Company's
common stock as quoted by Bloomberg, L.P. on the OTCBB or other principal market
on which the  Company's  common  stock is traded  for the five days  immediately
following the notice date. At maturity, the Company has 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  equaling 97% of the lowest  volume  weighted  average
price of the Company's common stock as quoted by Bloomberg, L.P. on the OTCBB or
other  principal  market on which the  Company's  common stock is traded for the
five days immediately preceding the conversion date. The debenture provides that
Cornell  may only  convert  the  debenture  if the number of shares  held by the
lender  or its  affiliates  after  conversion  would  not  exceed  4.99%  of the
outstanding  shares of the Company's common stock following such conversion.  In
addition,  the  Company  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 as a derivative  liability at its fair value of $235,000
as  determined  using a  Black-Scholes  option  pricing model with the following
assumptions: expected term of 3 years, volatility of 225%, expected dividends of
zero and interest rate of 3.45%.  The related debt discount of $235,000 is being
amortized over the debt term of 3 years with amortization in 2004 of $42,528.

The  Company  has  determined  that this fee,  $240,000,  should be treated as a
deferred  offering  cost asset to be offset  against  the  proceeds of the SEDA.
There were no  proceeds  as of  December  31,  2004  therefore  the  $240,000 is
reflected as a deferred offering cost asset.

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

                                       20

<PAGE>

received by the company under the Standby Equity  Distribution  Agreement  dated
June 14, 2004 or within 107  calendar  days of February  15,  2005.  The Company
received net  proceeds  after  payment of fees and  commission  of $123,750.  In
connection with this promissory note,  19,500,000 common shares were issued into
escrow as collateral for the loan.

During the year-end  December 31, 2004, the Company received  proceeds  totaling
$55,500 from Mr. Smitten increasing the note payable to $133,040 and the Company
repaid $2,503 to this  stockholder and converted  $119,487 into 3,000,000 shares
of common  stock by two  individuals  who  purchased  the note  payable from Mr.
Smitten.

Amounts due to the Company's sole corporate  officer consist of various advances
that are non-interest  bearing,  unsecured,  promissory notes,  which are due on
demand. Total notes payable at December 31, 2004 were $11,500.

However,  due to  uncertainty,  there is substantial  doubt about our ability to
continue as a going  concern  over the next twelve  months.  Our poor  financial
condition could inhibit our ability to achieve our business plan. Because we are
currently  operating  at a  substantial  loss  with  no  operating  history  and
revenues, an investor cannot determine if we will ever become profitable.

ITEM 7. FINANCIAL STATEMENTS.

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

                                    Contents

                                                                         Page(s)

Report of Independent Registered Public Accounting Firm                   F-1

Balance Sheet                                                             F-2

Statements of Operations                                                  F-3

Statements of Changes in Stockholders' Deficiency                         F-4

Statements of Cash Flows                                                  F-5

Notes to Financial Statements                                         F-6 - F-16

<PAGE>

             Report of Independent Registered Public Accounting Firm

To the Board of Directors of:
    Stock Market Solutions, Inc.

We have audited the accompanying  balance sheet of Stock Market Solutions,  Inc.
(a development stage company) as of December 31, 2004 and the related statements
of operations,  changes in stockholders' deficiency and cash flows for the years
ended  December  31,  2004 and 2003 and for the period  from  January  22,  1999
(inception  of  development   stage)  to  December  31,  2004.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted  our audits in  accordance  with  auditing  standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material  respects,  the financial  position of Stock Market Solutions,  Inc. (a
development  stage  company) as of  December  31,  2004,  and the results of its
operations,  changes in  stockholders'  deficiency  and cash flows for the years
ended  December  31,  2004 and 2003 and for the period  from  January  22,  1999
(inception  of  development  stage) to December 31,  2004,  in  conformity  with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  As discussed in Note 11, the Company
has a net loss of $500,692  and net cash used in  operations  of $49,283 for the
year ended  December  31,  2004 and a working  capital  deficiency  of  $34,213,
deficit accumulated during the development stage of $704,339 and a stockholders'
deficiency  of $71,888 at December 31, 2004 and is a  development  stage company
with no revenues.  Those  matters raise  substantial  doubt about its ability to
continue as a going  concern.  Management's  Plan in regards to these matters is
also  described  in  Note  11.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

SALBERG & COMPANY, P.A.
Boca Raton, Florida
March 20, 2005 (except for Note 13 as to which
                  the date is December 20, 2005)

                                       F-1

<PAGE>

                          STOCK MARKET SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 2004

                                     ASSETS

                                                                 As Restated
                                                                  (Note 13)
                                                                  ---------
Current Assets
    Cash                                                          $     267
    Security deposit                                                    600
                                                                  ---------
Total Current Assets                                                    867
                                                                  ---------

Equipment, net                                                        4,854

Deferred Offering Costs                                             240,000
                                                                  ---------

Total Assets                                                      $ 245,721
                                                                  =========

                  LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
    Accounts payable                                              $  21,413
    Accrued Interest                                                  2,167
    Note payable - stockholder                                       11,500
                                                                  ---------
Total Current Liabilities                                            35,080
                                                                  ---------

Convertible Debenture, net of discount of $192,471                   47,529
Debenture conversion option liability                               235,000

                                                                  ---------
Total Liabilities                                                   317,609
                                                                  ---------

Stockholders' Deficiency
    Common stock, $0.001 par value, 50,000,000 shares
       authorized, 30,150,000 issued and outstanding                 30,150
    Common stock issuable ( 181,818 shares )                            182
    Additional paid-in capital                                      675,650
    Deficit accumulated during development stage                   (704,339)
                                                                  ---------
                                                                      1,643
    Less: Deferred consulting fee                                   (73,531)
                                                                  ---------
Total Stockholders' Deficiency                                      (71,888)
                                                                  ---------

Total Liabilities and Stockholders' Deficiency                    $ 245,721
                                                                  =========

                 See accompanying notes to financial statements

                                       F-2

<PAGE>

                          STOCK MARKET SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                             For the period from
                                                                              January 22, 1999
                                                   Year Ended December 31,     (Inception) to
                                                    2004            2003      December 31, 2004
                                                ------------    ------------  -----------------
                                                 As Restated                     As Restated
                                                  (Note 13)                      (Note 13)
                                                ------------                    ------------
Operating Expenses
<S>                                             <C>             <C>             <C>
    Depreciation                                $      1,210    $        109    $      1,319
    Legal                                             21,706             830          48,809
    Placement Agent Fee                               10,000            --            10,000
    Software impairment loss                            --              --             6,000
    Website impairment loss                             --              --               850
    Settlement Loss                                   60,963            --            60,963
    Amortization                                        --              --               350
    Accounting                                        17,638           4,318          30,115
    Rental Expense                                     7,950            --             7,950
    Consulting                                       298,818         107,333         406,151
    Software and website costs                          --            20,292          20,292
    General and administrative                        37,711          12,258          60,844
                                                ------------    ------------    ------------
Total Operating Expenses                             455,996         145,140         653,643
                                                ------------    ------------    ------------

Loss from Operations                                (455,996)       (145,140)       (653,643)
                                                ------------    ------------    ------------

Other Income (Expense)
    Interest expense                                 (44,696)           --           (44,696)
                                                ------------    ------------    ------------
Total Other Income (Expense)                         (44,696)           --           (44,696)
                                                ------------    ------------    ------------


Net Loss                                        $   (500,692)   $   (145,140)   $   (698,339)
                                                ============    ============    ============

Net Loss Per Share - Basic and Diluted          $      (0.02)   $      (0.01)   $      (0.04)
                                                ============    ============    ============

Weighted average number of shares outstanding
    during the year - basic and diluted           24,228,678      19,596,164      18,433,572
                                                ============    ============    ============
</TABLE>


                 See accompanying notes to financial statements

                                       F-3
<PAGE>

                          STOCK MARKET SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                STATEMENTS OF CHANGES TO STOCKHOLDERS' DEFICIENCY
                   From January 22, 1999 to December 31, 2004

<TABLE>
<CAPTION>
                                                                                              Deficit
                                                                                            Accumulated
                                                          Common Stock         Additional      During
                                                     -----------------------   Paid - in     Development     Deferred
                                                      Shares        Amount      Capital         Stage        Consulting      Total
                                                     ----------   ----------   ----------    ----------    ----------    ----------
<S>                                                   <C>         <C>          <C>           <C>           <C>           <C>
Common stock issued to founder for book and
    software rights                                   6,000,000   $    6,000   $     --      $   (6,000)   $     --      $     --
Common stock issued for cash                          9,630,000        9,630         --            --            --           9,630
Common stock issued to vendor for website
    development                                       1,200,000        1,200         --            --            --           1,200
Net loss, 1999                                             --           --           --             (13)         --             (13)
                                                     ----------   ----------   ----------    ----------    ----------    ----------
Balance, December 31, 1999                           16,830,000       16,830         --          (6,013)         --          10,817
Common stock issued for cash                            310,000          310         --            --            --             310
Net loss, 2000                                             --           --           --            (679)         --            (679)
                                                     ----------   ----------   ----------    ----------    ----------    ----------
Balance, December 31, 2000                           17,140,000       17,140         --          (6,692)         --          10,448
Common stock issued for cash                            860,000          860         --            --            --             860
Net loss, 2001                                             --           --           --         (34,780)         --         (34,780)
                                                     ----------   ----------   ----------    ----------    ----------    ----------
Balance, December 31, 2001                           18,000,000       18,000         --         (41,472)         --         (23,472)
Net loss, 2002                                             --           --           --         (17,035)         --         (17,035)
                                                     ----------   ----------   ----------    ----------    ----------    ----------
Balance, December 31, 2002                           18,000,000       18,000         --         (58,507)         --         (40,507)
Common stock issued for services                        300,000          300         --            --            --             300
Common stock issued for consulting services           2,300,000        2,300      181,700          --        (168,667)       15,333
Amortization of deferred consulting expense                --           --           --            --          92,000        92,000
Net loss, 2003                                             --           --           --        (145,140)         --        (145,140)
                                                     ----------   ----------   ----------    ----------    ----------    ----------
Balance, December 31, 2003                           20,600,000       20,600      181,700      (203,647)      (76,667)      (78,014)
Stock issued for consulting services                  3,431,818        3,432      201,568          --        (195,000)       10,000
Amortization of deferred consulting expense                --           --           --            --         198,136       198,136
Common stock options issued for services                   --           --        100,682          --            --         100,682
Common stock issued for services                        300,000          300       17,700          --            --          18,000
Common stock issued for book rights                   3,000,000        3,000       (3,000)         --            --            --
Common stock issued for sale of stockholder note      3,000,000        3,000      177,000          --                        180,000
Offering costs                                             --           --           --            --                          --
Net loss, 2004 (as restated - Note 13)                     --           --           --        (500,692)         --        (500,692)
                                                     ----------   ----------   ----------    ----------    ----------    ----------
Balance, December 31, 2004 (as restated - Note 13)   30,331,818   $   30,332   $  675,650    $ (704,339)   $  (73,531)   $  (71,888)
                                                     ==========   ==========   ==========    ==========    ==========    ==========
</TABLE>

                 See accompanying notes to financial statements

                                       F-4

<PAGE>

                          STOCK MARKET SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                                    For the period from
                                                                                                      January 22, 1999
                                                                          Year Ended December 31,       (Inception) to
                                                                            2004          2003        December 31, 2004
                                                                          ---------    ---------    -------------------
                                                                         As Restated                     As Restated
                                                                          (Note 13)                       (Note 13)
                                                                          ---------                       ---------
Cash Flows from Operating Activities:
<S>                                                                       <C>          <C>                <C>
    Net loss                                                              $(500,692)   $(145,140)         $(698,339)
    Adjustment to reconcile net loss to net cash used in
       operating activities:
       Amortization                                                            --           --                  350
       Options for services                                                 100,682         --              100,682
       Settlement loss                                                       60,963         --               60,963
       Debt discount amortization                                            42,528         --               42,528
       Depreciation                                                           1,210          109              1,319
       Stock issued for services                                            226,136      107,633            333,769
       Software impairment loss                                                --           --                6,000
       Website impairment loss                                                 --           --                  850
    Changes in operating assets and liabilities:
       Increase (decrease) in:
          Security deposit                                                     --           (600)              (600)
          Accounts payable                                                   17,723       (9,525)            21,413
          Accrued Interest                                                    2,167         --                2,167
                                                                          ---------    ---------          ---------
Net Cash Used in Operating Activities                                       (49,283)     (47,523)          (128,898)
                                                                          ---------    ---------          ---------

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

Cash Flows from Financing Activities:
    Proceeds from common stock issuance                                        --           --               10,800
    Proceeds from notes payable - related party                              55,500       51,590            145,190
    Repayment on notes payable - related party                               (2,503)      (1,350)            (3,853)
                                                                          ---------    ---------          ---------
Net Cash Provided by Financing Activities                                    52,997       50,240            152,137
                                                                          ---------    ---------          ---------

Net Increase (Decrease) in Cash and Cash Equivalents                           (283)         542                267

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

Cash and Cash Equivalents at End of Period                                $     267    $     550          $     267
                                                                          =========    =========          =========

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

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Settlement of debt with common stock                                      $ 119,037    $    --            $ 119,037
Common stock issued for book rights                                       $   3,000    $    --            $   3,000
Common stock issued for services                                          $ 195,000    $    --            $ 195,000
Deferred offering costs                                                   $ 240,000    $    --            $ 240,000
</TABLE>

                 See accompanying notes to financial statements

                                       F-5

<PAGE>

                          STOCK MARKET SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 and 2003

NOTE 1   NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (A) DESCRIPTION OF BUSINESS

         Stock Market Solutions, Inc. (the "Company") was incorporated under the
         laws of the State of Nevada in June  1994.  The  Company  was  inactive
         until January 1999 when it entered the development  stage.  The Company
         offers computer programs designed to provide  educational/instructional
         assistance  and aid to stock  market  traders.  The Company  intends on
         leasing the program to customers via its website.

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

         (B) USE OF ESTIMATES

         In  preparing  financial  statements,  management  is  required to make
         estimates and  assumptions  that effect the reported  amounts of assets
         and liabilities and disclosure of contingent  assets and liabilities at
         the date of the financial  statements and revenues and expenses  during
         the periods presented. Actual results may differ from these estimates.

         Significant  estimates  in 2004 include an estimate of the deferred tax
         asset valuation allowance,  depreciable lives on property and equipment
         and valuation of stock based compensation.

         (C) CASH EQUIVALENTS

         For the purpose of the cash flow statement,  the Company  considers all
         highly liquid  investments with original  maturities of three months or
         less at the time of purchase to be cash equivalents.

         (D) EQUIPMENT

         Equipment   is  stated   at  cost,   less   accumulated   depreciation.
         Expenditures  for  repairs  and  maintenance  are charged to expense as
         incurred.  Depreciation is provided using a  straight-line  method over
         the estimated useful lives of the related asset of five years.

         (E) WEBSITE DEVELOPMENT COSTS

         In accordance  with EITF Issue No. 00-2,  the Company  accounts for its
         website in accordance  with Statement of Position No. 98-1  "Accounting
         for the Costs of Computer  Software  Developed or Obtained for Internal
         Use" ("SOP 98-1").  SOP 98-1 requires the expensing of all costs of the
         preliminary project stage and the training and application  maintenance
         stage and the  capitalization  of all internal or external direct costs
         incurred  during  the  application   development   stage.  The  Company
         amortizes the  capitalized  cost of software  developed or obtained for
         internal use over an estimated life of three years. (See Note 3)

                                       F-6

<PAGE>

                          STOCK MARKET SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

         (F) SOFTWARE DEVELOPMENT COSTS

         The  Company  accounts  for the  research  and  development  costs  and
         production costs of computer software to be sold,  leased, or otherwise
         marketed in accordance with Statement of Financial Accounting Standards
         No. 86,  "Accounting  for the Costs of  Computer  Software  to be Sold,
         Leased, or Otherwise  Marketed" ("SFAS No. 86"). Under SFAS No. 86, all
         costs  incurred to establish  the  technology  feasibility  of computer
         software to be sold,  leased,  or  otherwise  marketed  are  considered
         research and development expenses that are expensed as incurred.  Costs
         of  producing  product  masters,   which  include  coding  and  testing
         performance  subsequent to establishing  technological  feasibility but
         before the product is available  for general  release to customers  are
         capitalized  and  amortized  on a  straight-line  basis over the assets
         estimated useful life.

         (G) LONG-LIVED ASSETS

         The Company reviews long-lived assets and certain  identifiable  assets
         related  to those  assets for  impairment  whenever  circumstances  and
         situations  change such that there is an  indication  that the carrying
         amounts may not be recoverable. If the non-discounted future cash flows
         of the enterprise are less than their carrying  amount,  their carrying
         amounts are reduced to fair value and an impairment loss is recognized.

         (H) STOCK-BASED COMPENSATION

         The  Company   accounts  for  stock  options  issued  to  employees  in
         accordance with the provisions of Accounting  Principles  Board ("APB")
         Opinion No. 25, "Accounting for Stock Issued to Employees," and related
         interpretations.  As such, compensation cost is measured on the date of
         grant as the excess of the current market price of the underlying stock
         over the exercise price. Such  compensation  amounts are amortized over
         the respective vesting periods of the option grant. The Company adopted
         the disclosure  provisions of SFAS No. 123  "Accounting for Stock-Based
         Compensation,"   and  SFAS  No.  148   "Accounting   for  Stock   Based
         Compensation - Transition and  Disclosure,"  which permits  entities to
         provide pro forma net income (loss) and pro forma  earnings  (loss) per
         share   disclosures   for  employee  stock  option  grants  as  if  the
         fair-valued based method defined in SFAS No. 123 had been applied.

         The  Company   accounts  for  stock  options  or  warrants   issued  to
         non-employees  for goods or services in accordance  with the fair value
         method of SFAS 123. Under this method,  the Company  records an expense
         equal to the fair value of the  options or  warrants  issued.  The fair
         value is computed using an options pricing model.

         (I) PROMOTER CONTRIBUTION AND CONTRIBUTED SERVICES

         The Company accounts for assets provided to the Company by promoters in
         exchange for capital stock at the promoter's  original cost basis.  The
         value of  services  provided  to the  Company by its sole  officer  was
         nominal  through  December 31, 2004.  Accordingly,  no expense has been
         recognized.

                                       F-7

<PAGE>

                          STOCK MARKET SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

         (J) REVENUE RECOGNITION

         The Company  accounts for revenues  pursuant to Securities and Exchange
         Commission  Staff  Accounting  Bulletin No. 104. The Company intends on
         generating  revenue from user subscriptions to the stock market trading
         and simulator  programs.  All customers  will be offered a 35-day trial
         period in which they may receive a full  refund and after such  period,
         customers may cancel their subscriptions with 35 days notice.  Payments
         from a customer  during the  customer's  35-day  trial  period  will be
         recorded as a deferred  liability and  recognition  will begin when the
         refund period expires.  Revenue  receipts after the 35-day trial period
         will be recorded as a deferred liability and recognized as revenue on a
         pro-rata  basis as earned over the service  period.  As of December 31,
         2004, no revenues have been generated.

         (K) INCOME TAXES

         The Company  accounts for income taxes under the  Financial  Accounting
         Standards  No. 109  "Accounting  for Income Taxes"  ("Statement  109").
         Under Statement 109, deferred tax assets and liabilities are recognized
         for the future tax consequences attributable to differences between the
         financial statement carrying amounts of existing assets and liabilities
         and their respective tax bases. Deferred tax assets and liabilities are
         measured using enacted tax rates expected to apply to taxable income in
         the years in which  those  temporary  differences  are  expected  to be
         recovered or settled.  Under  Statement 109, the effect on deferred tax
         assets and liabilities of a change in tax rates is recognized in income
         in the period, which includes the enactment date.

         (L) NET LOSS PER COMMON SHARE

         Basic net income (loss) per common share (Basic EPS) excludes  dilution
         and is computed by dividing net income  (loss) by the weighted  average
         number of common shares outstanding during the year. Diluted net income
         per share  (Diluted  EPS)  reflects the  potential  dilution that could
         occur if stock options or other  contracts to issue common stock,  such
         as convertible notes, were exercised or converted into common stock. At
         December  31,  2004,   there  were   1,850,000   common  stock  options
         outstanding, which may dilute future earnings per share.

         (M) FAIR VALUE OF FINANCIAL INSTRUMENTS

         Statement of Financial Accounting Standards No. 107, "Disclosures about
         Fair  Value  of  Financial   Instruments,"   requires   disclosures  of
         information about the fair value of certain  financial  instruments for
         which it is  practicable  to  estimate  the value.  For purpose of this
         disclosure,  the fair value of a financial  instrument is the amount at
         which  the  instrument  could be  exchanged  in a  current  transaction
         between willing parties, other than in a forced sale or liquidation.

         The carrying amounts of the Company's short-term financial instruments,
         including   accounts   payable  and  notes  payable  -  related  party,
         approximate  fair value due to the relatively  short period to maturity
         for these instruments.

                                       F-8

<PAGE>

                          STOCK MARKET SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

         (N) NEW ACCOUNTING PRONOUNCEMENTS

         The Financial  Accounting  Standards  Board has recently issued several
         new accounting pronouncements, which may apply, to the Company.

         Statement  No.  144  "Accounting  for the  Impairment  or  Disposal  of
         Long-Lived  Assets"  supersedes  Statement No. 121  "Accounting for the
         Impairment  of  Long-Lived  Assets  and  for  Long-Lived  Assets  to be
         Disposed of" ("SFAS 121").  Though it retains the basic requirements of
         SFAS 121 regarding when and how to measure an impairment loss, SFAS 144
         provides additional implementation guidance. SFAS 144 excludes goodwill
         and intangibles not being  amortized among other  exclusions.  SFAS 144
         also  supersedes  the  provisions of APB 30,  "Reporting the Results of
         Operations," pertaining to discontinued operations.  Separate reporting
         of a discontinued operation is still required, but SFAS 144 expands the
         presentation to include a component of an entity,  rather than strictly
         a business segment as defined in SFAS 131,  "Disclosures about Segments
         of an Enterprise and Related  Information." This statement is effective
         for all fiscal years beginning after December 15, 2001. The adoption of
         SFAS 144 is not  expected  to have a material  impact on the  Company's
         financial position, results of operations or liquidity.

         In  January  2003,  the  FASB  issued  FASB   Interpretation   No.  46,
         "Consolidation of Variable Interest Entities" ("FIN 46"), as amended by
         FIN46(R),  which represents an  interpretation  of Accounting  Research
         Bulletin No. 51 ("ARB 51"), "Consolidated Financial Statements". ARB 51
         requires that a Company's financial  statements include subsidiaries in
         which  the  Company  has  a  controlling   financial   interest.   That
         requirement  usually  has been  applied  to  subsidiaries  in which the
         Company has a majority voting  interest.  However,  the voting interest
         approach  is  not  effective  in  identifying   controlling   financial
         interests in entities  (referred to as  "variable  interest  entities")
         that are not  controllable  through  voting  interests  or in which the
         equity  investors  do not  bear the  residual  economic  risks.  FIN 46
         provides  guidance on  identifying  variable  interest  entities and on
         assessing whether a Company's  investment in a variable interest entity
         requires   consolidation   thereof.  As  amended  by  FIN  46(R),  this
         interpretation  is effective by the end of the first  reporting  period
         ending  after  December 15, 2003 for small  business  issuers that have
         special  purpose  entities  and after  December  15, 2004 for all other
         types of variable  interest  entities.  The  adoption of FIN 46 did not
         have a material impact on the Company's financial position,  results of
         operations, or liquidity.

         In December 2004, the FASB issued SFAS 153,  "Exchanges of Non-monetary
         Assets" - an  amendment of APB Opinion No. 29. This  Statement  amended
         APB Opinion 29 to eliminate the exception for non-monetary exchanges of
         similar  productive assets and replaces it with a general exception for
         exchanges of non-monetary assets that do not have commercial substance.
         A  non-monetary  exchange has  commercial  substance if the future cash
         flows of the entity are expected to change significantly as a result of
         the exchange. The adoption of this Standard is not expected to have any
         material  impact  on  the  Company's  financial  position,  results  of
         operations or cash flows.

         In December 2004, the FASB issued SFAS 123 (revised 2004)  "Share-Based
         Payment".  This  Statement  requires that the cost  resulting  from all
         share-based  transactions be recorded in the financial statements.  The
         Statement establishes fair value as the measurement objective in

                                       F-9

<PAGE>

                          STOCK MARKET SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

         accounting  for  share-based  payment  arrangements  and  requires  all
         entities to apply a  fair-value-based  measurement  in  accounting  for
         share-based  payment  transactions  with employees.  The Statement also
         establishes fair value as the measurement objective for transactions in
         which an  entity  acquires  goods or  services  from  non-employees  in
         share-based  payment  transactions.  The  Statement  replaces  SFAS 123
         "Accounting  for Stock-Based  Compensation"  and supersedes APB Opinion
         No. 25 "Accounting  for Stock Issued to  Employees".  The provisions of
         this  Statement  will be effective for the Company  beginning  with its
         fiscal year ending 2005. The Company is currently evaluating the impact
         this new  Standard  will have on its  financial  position,  results  of
         operations or cash flows.

NOTE 2   SOFTWARE AND IMPAIRMENT LOSS

During 2000,  pursuant to a consulting  agreement,  the Company paid $6,000 to a
third  party  who has an  employment  agreement  with  the  Company  for  future
employment,  towards the  development  of its  proprietary  stock market trading
software,  which is to be leased to users over the Company's website.  The costs
were  capitalized  on the  balance  sheet  pursuant  to SFAS No. 86. The Company
intended to amortize these costs on a straight-line basis over a period of three
years  once the  software  was  placed  in  service.  The  consulting  agreement
stipulates  an  additional  $6,000 due upon  completion  of the entire  job.  At
December 31, 2001, the Company  evaluated the  recoverability of the capitalized
software  cost,  and due to the  uncertainty,  recognized an impairment  loss of
$6,000.

NOTE 3   WEBSITE DEVELOPMENT COSTS AND IMPAIRMENT LOSS

During the year ended  December  31,  1999,  the Company  capitalized  $1,200 in
common stock paid to a third party contractor to develop the Company's  website.
This agreement with the contractor  grants the Company  exclusive  ownership and
permission to the website.  Amortization over a three-year period began when the
website was placed in service in February 2002.

At  December  31,  2002,  the  Company  evaluated  the   recoverability  of  the
capitalized website development cost, and due to the uncertainty,  recognized an
impairment loss of $850.

NOTE 4   STANDBY EQUITY DISTRIBUTION AGREEMENT

On June 14,  2004,  the  Company  entered  into a  Standby  Equity  Distribution
Agreement ("SEDA") with Cornell Capital Partners, L.P. ("Cornell").  Pursuant to
the SEDA,  the Company may, at their  discretion,  periodically  sell to Cornell
shares of common stock for a total purchase price of up to $5,000,000.  For each
share of common  stock  purchased  under the SEDA,  Cornell  will pay 97% of the
lowest volume weighted  average price of the Company's common stock as quoted by
Bloomberg,  L.P.  on the  Over-the-Counter  Bulletin  Board  ("OTCBB")  or other
principal market on which the Company's common stock is traded for the five days
immediately following the notice date.

The Company may request  advances under the SEDA once the underlying  shares are
registered with the United States  Securities and Exchange  Commission  ("SEC").
Thereafter,  the Company  may  continue to request  advances  until  Cornell has
advanced  $5,000,000 or two years after the effective  date of the  registration
statement, whichever occurs first. The Company 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 the  Company  will
deliver shares of common stock and Cornell will pay the advance amount. In

                                      F-10

<PAGE>

                          STOCK MARKET SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

addition,  to other  possible  costs of each  advance,  the  Company  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 may not own more than 9.9% of the Company's
outstanding  common stock at any time. As of December 31, 2004,  the Company has
not taken any draws against the SEDA.

On June 14, 2004,  in connection  with the SEDA with  Cornell,  the Company gave
Cornell  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 the Company's common stock. The debenture
is immediately  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 equaling 97% of the lowest volume  weighted  average price of
the Company's  common stock as quoted by  Bloomberg,  L.P. on the OTCBB or other
principal market on which the Company's common stock is traded for the five days
immediately  following the notice date. At maturity,  the Company has 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 equaling 97% of the lowest volume weighted
average price of the Company's common stock as quoted by Bloomberg,  L.P. on the
OTCBB or other  principal  market on which the Company's  common stock is traded
for the five days  immediately  preceding  the  conversion  date.  The debenture
provides  that Cornell may only convert the  debenture if the a number of shares
held by the lender or its affiliates after the conversion would not exceed 4.99%
of  the  outstanding  shares  of  the  Company's  common  stock  following  such
conversion. In addition, the Company 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 as a derivative  liability at its fair value of $235,000
as  determined  using a  Black-Scholes  option  pricing model with the following
assumptions: expected term of 3 years, volatility of 225%, expected dividends of
zero and interest rate of 3.45%.  The related debt discount of $235,000 is being
amortized over the debt term of 3 years with amortization in 2004 of $42,528.

The  Company  has  determined  that this fee,  $240,000,  should be treated as a
deferred  offering  cost asset to be offset  against  the  proceeds of the SEDA.
There were no  proceeds  as of  December  31,  2004  therefore  the  $240,000 is
reflected as a deferred offering cost asset.

The   Company   engaged   Newbridge   Securities   Corporation,   a   registered
broker-dealer,  to advise them in  connection  with the SEDA.  For its services,
Newbridge  Securities  Corporation shall receive 181,818 shares of the Company's
common stock valued at $10,000.  As of December 31, 2004, the par value of these
shares  was  recorded  as  issuable  shares  and  the  $10,000  was  charged  to
operations.

                                      F-11

<PAGE>

                          STOCK MARKET SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

NOTE 5   NOTES PAYABLE - STOCKHOLDER

During the year-end  December 31, 2004, the Company received  proceeds  totaling
$55,500  from a  stockholder  increasing  the note  payable to $133,040  and the
Company repaid $2,503 to this stockholder and converted  $119,487 into 3,000,000
shares of common stock by two  individuals  who  purchased the note payable from
the  stockholder.  The balance of the  transaction  was recorded as a settlement
loss in the amount of $60,963. (See Note 6)

Amounts due to the Company's sole corporate  officer consist of various advances
that are non-interest  bearing,  unsecured,  promissory notes,  which are due on
demand. Total notes payable at December 31, 2004 were $11,500.

NOTE 6   STOCKHOLDERS' DEFICIENCY

The Company issued 6,000,000 common shares to its principal  founder in exchange
for book and  software  rights.  As the  founder  had a zero  cost  basis in the
rights,  the par value of the common stock  totaling  $6,000 or $0.001 per share
was charged to deficit  accumulated during the development stage since there was
no additional paid-in capital in the Company at that time.

In 1999,  the Company paid  1,200,000  common  shares to a website  vendor.  The
shares were valued at the contemporaneous  offering price of $0.001 per share or
$1,200. (See Note 3)

During 1999, the Company sold 9,630,000 common shares for $0.001 per share or an
aggregate $9,630.

During 2000,  the Company sold 310,000  common shares for $0.001 per share or an
aggregate $310.

During 2001,  the Company sold 860,000  common shares for $0.001 per share or an
aggregate $860.

On February 25, 2003,  the Company  issued  300,000 common shares for $0.001 per
share or an aggregate $300 for legal services performed. (See Note 10)

On June 1, 2003, the Company issued 2,300,000 common shares for $0.001 per share
pursuant  to  three  separate  one-year  consulting  agreements.  For  financial
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
fair  value  of  $184,000.  Based  on the  one-year  term  of  these  consulting
agreements,  the Company recognized  $107,333 of consulting expense for the year
ended December 31, 2003 and deferred the remaining  $76,667 at December 31, 2003
as a component  of  stockholders'  deficiency.  For the year ended  December 31,
2004, the Company recognized $76,667 as consulting expense.

On May 24, 2004, the Company issued 300,000 shares of its common stock for legal
services,  which are considered fully vested and have an estimated fair value of
$18,000,  based on the $0.06 per share quoted  trading  price on the grant date,
which was recognized as legal expenses  immediately  since the service period is
undefined.

Effective May 15, 2004, the Board approved  one-year  consulting  agreements and
issued  under a Form S-8  filed  in June  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

                                      F-12

<PAGE>

                          STOCK MARKET SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

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  $124,169 of consulting  expense for the year ended December 31, 2004
and  deferred  $73,531 at  December  31, 2004 as a  component  of  stockholders'
deficiency.  With the same Form S-8 filing in June 2004,  181,818  common shares
are  issuable  to a  registered  broker-dealer.  The  stock  was  valued  on the
measurement  date at the quoted trading price of $0.06 per share  resulting in a
value of $10,000 (See Note 4).

In June 2004, the Company issued  3,000,000  common shares to settle $119,037 of
notes payable with third  parties.  The shares were valued at $180,000  based on
the $0.06 per share quoted trading price on the  settlement  date resulting in a
$60,963 settlement loss charged to operations. (See Note 5)

In the second quarter,  the Company purchased the book rights from its President
for 3,000,000  common shares.  Since the President is the founder of the Company
and a related  party,  the rights are recorded at their  original  cost basis of
zero  resulting  in a credit to common stock par value of $3,000 and a charge to
additional paid-in capital for the same amount. (See Note 7)

On May 14,  2004,  the  Company  issued  options to two outside  consultants  of
500,000  exercisable  during  the first 12 months  starting  on May 15,  2004 at
$0.03,  500,000  exercisable during the second 12 months commencing May 15, 2005
at $0.04 and 850,000  exercisable  during the third 12 months commencing May 15,
2006. The Company  recorded  consulting  expense of $100,682  (computed  using a
Black-Scholes  model with an interest rate of 1.81%,  volatility  of 225%,  zero
dividends and terms from 1 year to 3 years).  The weighted average fair value of
options granted in 2004 was $0.05.

On October 13, 2004,  the Company  registered  5,000,000  shares of common stock
underlying the convertible debenture (see Note 4).

NOTE 7   RELATED PARTY TRANSACTIONS

During the year ended December 31, 2004, the Company received  proceeds totaling
$55,500 from an officer.  During the year ended  December 31, 2004,  the Company
repaid  $2,503 to this  officer  (See Notes 5 and 6). In June 2004,  the Company
issued  3,000,000  common  shares to settle  $119,037  of notes  payable  to the
officer (See Note 6). The balance as of December 31, 2004 is $11,500.

In the second quarter,  the Company purchased the book rights from its President
for 3,000,000  common shares.  Since the President is the founder of the Company
and a related  party,  the rights are recorded at their  original  cost basis of
zero  resulting  in a credit to common stock par value of $3,000 and a charge to
additional paid-in capital for the same amount. (See Note 6)

During 2003, the Company entered into a sub-lease rental agreement with its sole
corporate officer. This agreement was renewed in April 2004 (See Note 9(B)).

NOTE 8   INCOME TAXES

There was no income tax expense for the years ended  December  31, 2004 and 2003
due to the Company's net losses.

                                      F-13

<PAGE>

                          STOCK MARKET SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

The Company's tax expense  differs from the "expected" tax expense for the years
ended  December 31, 2004 and 2003,  (computed by applying the Federal  Corporate
tax rate of 34% to loss before taxes), as follows:

                                                  2004           2003
                                               ---------      ---------
Computed "expected" tax expense (benefit)      $(170,235)     $ (67,200)
Change in valuation allowance                    170,235         67,200
                                               ---------      ---------
                                               $      --      $      --
                                               =========      =========

The effects of temporary  differences that gave rise to significant  portions of
deferred tax assets and liabilities at December 31, 2004 is as follows:

                                                  2004
                                               ---------
Deferred tax assets:
Net operating loss carryforward                $ 237,435
                                               ---------
Total gross deferred tax assets                  237,435
Less valuation allowance                        (237,435)
                                               ---------
Net deferred tax assets                        $      --
                                               =========

The Company has a net operating  loss  carryforward  of  approximately  $698,339
available to offset future taxable income expiring between 2021 and 2024.

The  valuation  allowance at December  31, 2003 was  $67,199.  The net change in
valuation  allowance  during the year ended December 31, 2004 was an increase of
$170,235.

NOTE 9   COMMITMENTS

     (A) EMPLOYMENT AGREEMENTS

     Since  inception,  the Company  entered  into  employment  agreements  (the
     "Agreements")  with  four  individuals  for a term of one  year,  and  each
     agreement  stipulates  annual cash  compensation.  Each  Agreement  becomes
     effective upon completion of the planned  registration of selling  security
     holders of the Company.  Three of these agreements were terminated in March
     2004 leaving one agreement with the President. As of December 31, 2004, the
     Company has not yet commenced a sale of its securities under a registration
     statement  declared effective by the SEC in October 2004.  Accordingly,  no
     accrued compensation is required as of December 31, 2004. (See Note 12)

     (B) RENTAL AGREEMENT

     On August 15, 2003, the Company entered into a one-year  rental  agreement.
     Under the terms of the  agreement,  the Company  would be  obligated to pay
     $1,200  per month in rent.  The  Company  also  paid $600 for a  refundable
     security  deposit,  which is reflected in the  accompanying  balance sheet.
     Subsequent to entering into this rental agreement, the Company entered into
     a sub-lease  rental  agreement with its sole corporate  officer.  Under the
     terms of the sub lease,  the  officer  would be required to pay the Company
     $600 per month.  A new lease was  entered  into on April 15,  2004 with the
     same landlord for a term of one year for $1,200 per month in rent, which is
     allocated $800 to the Company and $400 to the sole corporate officer. As of
     December 31, 2004, the Company has recognized $7,950 in net rent expense.
     (See Note 7)

                                      F-14

<PAGE>

                          STOCK MARKET SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

NOTE 10  STOCK AWARD PLAN

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  Securities  and  Exchange  Act of 1933.  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
having a fair value of $300 for legal services (See Note 6).

NOTE 11  GOING CONCERN

As reflected in the  accompanying  financial  statements,  the Company has a net
loss of $500,692 and net cash used in  operations  of $49,283 for the year ended
December  31,  2004  and  a  working  capital  deficiency  of  $34,213,  deficit
accumulated  during  the  development  stage  of  $704,339  and a  stockholders'
deficiency  of $71,888 at December 31, 2004 and is a  development  stage company
with no revenues.  The ability of the Company to continue as a going  concern is
dependent on the Company's ability to further implement its business plan, raise
capital, and generate revenues. The Company has essentially been inactive during
2004 while it was in the process of  completing  its  registration  statement on
Form 10-SB and  attempting  to obtain  quotation  status on the Over the Counter
Bulletin Board. Other than the liabilities reflected on the accompanying balance
sheet at December 31, 2004, future expenses to maintain the Company's  existence
as a Securities and Exchange Act of 1934 reporting company include:  accounting,
auditing,  Edgar,  legal,  and stock  transfer  agent fees. The Company plans to
raise capital through private  placements to pay the above corporate expenses as
well as to implement its business plan. The company raised  $150,000 in February
2005 (See Note 12).  Management  believes that the actions presently being taken
provide the  opportunity  for the Company to  continue as a going  concern.  The
financial  statements do not include any adjustments  that might be necessary if
the Company is unable to continue as a going concern.

NOTE 12  SUBSEQUENT EVENTS

During January and February 2005, the Company's sole corporate  officer advanced
$2,000  to the  Company.  The  advances  are  non-interest  bearing,  unsecured,
promissory notes which are due on demand.

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

                                      F-15

<PAGE>

                          STOCK MARKET SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

June 14, 2004 or within 107  calendar  days of February  15,  2005.  The Company
received net proceeds after payment of fees and commission of $123,750 (See Note
4). In  connection  with this  promissory  note,  19,500,000  common shares were
issued into escrow as collateral for the loan.

In connection with the above transaction with Cornell,  on February 9, 2005, the
Corporation sold registered shares to the public in a no minimum public offering
under a  registration  statement  declared  effective by the SEC in 2004.  These
sales are part of the 19,500,000  discussed above which Cornell may periodically
sell and apply to repayment of the promissory note and related accrued interest.

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.

NOTE 13  RESTATEMENT

In December 2005,  management became aware that the embedded  conversion feature
of the  convertible  debenture  should have been  accounted  for as a derivative
liability.   Management  also  should  have  accounted  for  the  $240,000  SEDA
commitment fee as a deferred  offering cost asset to be offset against  proceeds
of the equity draws under the SEDA. The net effect of the two  adjustments is to
increase the  derivative  liability by  $235,000,  decrease the net  convertible
debenture liability by $186,389,  decrease additional paid-in capital by $7,423,
increase  deferred  offering  costs by  $10,000  and  reclassify  it to  assets,
decrease  amortization expense by $10,000 and increase interest expense relating
to amortization  of the debt discount by $41,188.  The net effect is an increase
in net loss of $31,188  for the year ended  December  31, 2004 with no change to
net loss per share.

                                      F-16

<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None

ITEM 8A. 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

                                       21

<PAGE>

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 III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.

The board of directors elects our executive officers  annually.  A majority vote
of the directors who are in office is required to fill vacancies.  Each director
shall be elected for the term of one year,  and until his  successor  is elected
and qualified,  or until his earlier  resignation  or removal.  Our director and
executive officer is as follows:

     Name                Age             Position
----------------     ----------  ------------------------
Richard Smitten          64       Chairman of the Board

Mr. Richard Smitten joined us at inception in June 1994. From July 1985 to date,
has been an author.  He has written and  published  11 books.  Prior to 1985 Mr.
Smitten was the executive vice-president of MTS International a global personnel
company.  Before that, Mr. Smitten was the Canadian  marketing  director for the
Vicks consumer goods company, makers of Vicks Vaporub and cold products, Lavoris
and  Clearasil.  Mr.  Smitten is a graduate of  University  of Western  Ontario,
located in London  Ontario.  His last three  books were on the stock  market and
written for  Trader's  Press and John Wiley and Sons.  He has been  president of
Smitten Press:  Local Lore and Legends,  Inc., a Canadian  company  proposing to
publish and distribute local historical publications, since July 2003.

Our bylaws provide that the board of directors shall consist of a minimum of one
member  until  changed by  amendment  to the  applicable  section of the bylaws,
adopted  by the  majority  of the  voting  power  of the  corporation.  There is
currently only one director.

Family Relationships

There are no  family  relationships  among our  officer,  director,  or  persons
nominated for or anticipated to assume such positions.

Section 16(a) of the Securities Exchange Act of 1934, as amended

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires the
Company's  directors and executive  officers,  and persons who  beneficially own
more than 10% of a registered class of the Company's equity securities,  to file
reports of  beneficial  ownership  and changes in  beneficial  ownership  of the
Company's  securities  with the SEC on Forms 3 (Initial  Statement of Beneficial
Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5
(Annual Statement of Beneficial Ownership of Securities). Directors, executive

                                       22

<PAGE>

officers and  beneficial  owners of more than 10% of the Company's  Common Stock
are  required  by SEC  regulations  to furnish  the  Company  with copies of all
Section 16(a) forms that they file. Except as otherwise set forth herein,  based
solely on review  of the  copies of such  forms  furnished  to the  Company,  or
written representations that no reports were required, the Company believes that
directors,  executive  officers and greater than 10% beneficial  owners complied
with all Section 16(a) filing requirements applicable to them.

ITEM 10. EXECUTIVE COMPENSATION.

From  inception to December 31, 2004, we have not paid any  compensation  to our
officer and director.

Employment Agreements

<TABLE>
<CAPTION>
------------------ --------------------- -------------------- --------------------- -------------
Name               Term of               Monthly salary for   Salary renegotiated   Key man life
                   Agreement(1)          initial year         annually              insurance
------------------ --------------------- -------------------- --------------------- -------------
<S>                <C>                   <C>                  <C>                   <C>
Richard Smitten    1 year thereafter,    $14000               Yes                   No
                   with 2 annual
                   renewal options
------------------ --------------------- -------------------- --------------------- -------------
</TABLE>

(1) This refers to a registration  statement under the 1933 Act that we may file
in the future.  The  agreements  would  commence upon selling  minimum number of
shares under an SEC  registration  statement for an offering of our common stock
by us, if and when the registration statement is filed and declared effective.

The agreement is subject to certain termination provisions. Compensation will be
reviewed annually plus bonuses at our discretion.

The  agreement may be terminated  with no notice for cause,  including,  but not
limited to the following:

    o    Neglect of duties

    o    Dishonesty or fraud

    o    Theft

    o    Breach of fiduciary duties

    o    Breach of certain covenants in the agreement

                                       23

<PAGE>

It may be terminated by the employee,  at any time,  for any reason  whatsoever,
upon one month written notice. It may be terminated by the employer, in its sole
discretion  and for any reason  whatsoever,  by providing  the  employee  with 2
weeks' written notice of termination,  or immediately, by paying the employee an
amount equal to the period of notice.

The  agreement  contains  a  covenant  not to compete  which  provides  that the
employee  won't work for a competitor  during the term of the  agreement and for
one year thereafter.

In  connection  with a  transaction  with  Cornell,  on  February  9, 2005,  the
Corporation sold registered shares to the public in a no minimum public offering
under a registration  statement declared effective by the SEC in 2004. 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.

Board Compensation

Our director does not receive cash compensation for his services as director.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following  table sets forth the  ownership,  as of December 31, 2004, of our
common stock by each person known by us to be the beneficial  owner of more than
5% of our outstanding  common stock, our directors,  and our executive  officers
and directors as a group.  To the best of our knowledge,  the persons named have
sole  voting  and  investment  power  with  respect  to such  shares,  except as
otherwise noted. There are not any pending or anticipated  arrangements that may
cause a change in control.

---------------------------- -------------------------- ---------------
Name address of beneficial   Amount of beneficial       Percentage
owner                        owner ship
---------------------------- -------------------------- ---------------
Richard Smitten              9,000,000                  30%
1752 NW 3rd Terrace
Suite 118-c Fort
Lauderdale, Fl
33311
---------------------------- -------------------------- ---------------
All directors and            9,000,000                   30%
executive officers as a
group (one person)
---------------------------- -------------------------- ---------------

                                       24

<PAGE>

This table is based upon  information  derived  from our stock  records.  Unless
otherwise  indicated  in the  footnotes  to this table and subject to  community
property laws where applicable,  we believe that each of the stockholders  named
in this table has sole or shared voting and investment power with respect to the
shares indicated as beneficially  owned.  Applicable  percentages are based upon
33,315,818 shares of common stock outstanding as of December 31, 2004.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During the year ended December 31, 2004, the Company received  proceeds totaling
$55,500 from an officer.  During the year ended  December 31, 2004,  the Company
repaid $2,503 to this officer. In June 2004, the Company issued 3,000,000 common
shares to settle  $119,037  of notes  payable to the  officer  The balance as of
December 31, 2004 is $11,500.

In the second quarter,  the Company purchased the book rights from its President
for 3,000,000 common shares. (See "Business - Proprietary Rights").

During 2003, the Company entered into a sub-lease rental agreement with its sole
corporate officer. This agreement was renewed in April 2004 (See "Description of
Property").

We believe that all these  transactions  were entered into on terms as favorable
as could have been obtained from unrelated third parties because, based upon our
experience  in the  industry,  we believe  we would have had to pay  independent
third parties more for comparable assets or services.

Other  than the  above  transactions,  we have  not  entered  into any  material
transactions  with any director,  executive  officer,  and nominee for director,
beneficial  owner of five percent or more of our common stock, or family members
of such persons.  Also, other than the above  transactions,  we have not had any
transactions with any promoter.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) List of documents filed as part of this Report:

         None

(b) Exhibits:

         The following exhibits listed are filed as part of this Report:

         31.1  Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
               and Chief Financial Officer, Richard Smitten

         32.1  Section 1350 Certification, Richard Smitten

                                       25

<PAGE>

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The  following  table sets forth fees  billed to us by our  auditors  during the
fiscal  years ended  December  31, 2004 and  December 31, 2003 for: (i) services
rendered for the audit of our annual financial  statements and the review of our
quarterly financial statements, (ii) services by our auditor that are reasonably
related to the  performance  of the audit or review of our financial  statements
and that are not reported as Audit Fees,  (iii) services  rendered in connection
with tax  compliance,  tax advice and tax planning,  and (iv) all other fees for
services rendered.

(i) Audit Fees --

            2003 = $ 4,318
            2004 = $17,638

(ii)  Audit Related Fees

            None

(iii) Tax Fees

            None

(iv)  All Other Fees

            None

AUDIT FEES.  Consists of fees billed for professional  services rendered for the
audit of our financial statements and review of the interim financial statements
included  in  quarterly  reports  and  services  that are  normally  provided in
connection with statutory and regulatory filings or engagements.

AUDIT-RELATED  FEES.  Consists of fees billed for assurance and related services
that are  reasonably  related to the  performance  of the audit or review of our
financial  statements  and are not reported  under  "Audit  Fees." There were no
Audit-Related services provided in fiscal 2004 or 2003.

TAX FEES. Consists of fees billed for professional  services for tax compliance,
tax advice and tax planning.

                                       26

<PAGE>

ALL OTHER FEES. Consists of fees for products and services other than the
services reported above.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT AUDITORS

The  Company  currently  does  not  have  a  designated  Audit  Committee,   and
accordingly,  the Company's  Board of Directors'  policy is to  pre-approve  all
audit and permissible  non-audit services provided by the independent  auditors.
These  services may include  audit  services,  audit-related  services,  and tax
services and other services.  Pre-approval  is generally  provided for up to one
year and any  pre-approval is detailed as to the particular  service or category
of services  and is  generally  subject to a specific  budget.  The  independent
auditors and  management  are required to  periodically  report to the Company's
Board of Directors  regarding the extent of services provided by the independent
auditors in  accordance  with this  pre-approval,  and the fees for the services
performed  to date.  The  Board of  Directors  may also  pre-approve  particular
services on a case-by-case basis.

                                       27

<PAGE>

                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Title                         Name              Date             Signature
-----                         ----              ----             ---------
Principal Executive
Officer                 Richard Smitten    January 6, 2006   /s/ Richard Smitten

Principal Accounting    Richard Smitten    January 6, 2006   /s/ Richard Smitten
Officer

Principal Financial
Officer                 Richard Smitten    January 6, 2006   /s/ Richard Smitten

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.

SIGNATURE                     NAME              TITLE            DATE
---------                     ----              -----            ----

/s/ Richard Smitten      Richard Smitten       Director      January 6, 2006

                                       28