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

                                   FORM 10-KSB

(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>
<CAPTION>
             Nevada                            7372                      88-0443110
<S>                                <C>                             <C>
(State or other jurisdiction of    (Primary Standard Industrial       (I.R.S. Employer
 incorporation or organization)     Classification Code Number)    Identification Number)
</TABLE>


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

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

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 [ ]


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<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. [ ]

         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 April 1, 2005: $248,158.18

         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 April 1, 2005 -
33,815,818

                       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.

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


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<PAGE>

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 1000 Bourbon St. Ste 380, New Orleans, Louisiana 70116-2708, telephone:
504-598-4877.

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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<PAGE>

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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<PAGE>

      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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<PAGE>

      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.


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<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.

RISK FACTORS

OUR POOR FINANCIAL CONDITION RAISES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO
CONTINUE AS A GOING CONCERN. YOU WILL BE UNABLE TO DETERMINE WHETHER WE WILL
EVER BECOME PROFITABLE.

The Company has a net loss of $469,504 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 $673,151 and a
stockholders' deficiency of $263,277 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.

However, due to uncertainty, our independent auditors have indicated that 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.

STOCK MARKET SOLUTIONS' FINANCIAL STATEMENTS DO NOT INCLUDE ANY ADJUSTMENTS TO
ASSET CARRYING VALUES OR THE CLASSIFICATION OF LIABILITIES THAT MIGHT RESULT
SHOULD STOCK MARKET SOLUTIONS BE UNABLE TO CONTINUE AS A GOING CONCERN.

Because of the lack of these adjustments, there is risk in using Stock Market
Solutions' financial statements.

BECAUSE OUR INTERNET-BASED STOCK TRADING SYSTEM HAS NOT BEEN ACCEPTED BY STOCK
MARKET TRADERS AS AN ACCEPTABLE FORM OF STOCK TRADING, WE FACE SIGNIFICANT
BARRIERS TO ACCEPTANCE OF OUR SERVICES.


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<PAGE>

Our business involves the use of on-line software stock trading methods. The use
of the Internet is a relatively new form by which to provide these type of
services and may not be accepted by stock market traders

WE FACE RISKS DUE TO COMPETING TECHNOLOGIES OR DEVELOPMENT OF NEW TECHNOLOGIES,
WHICH MAY LESSEN CONSUMER ATTRACTION TO OUR TECHNOLOGIES.

Our essential computer software may become obsolete within a short period of
time. In addition, we face competition from other companies in the Internet
software stock trading business that may have superior alternative technologies.
These companies include: Omnitrader/Stocks Edition, Trade Station, AIQ - Stock
Expert, Ensign, Erlanger, Vector Vest, Meta Stock Pro Version and Professional
Analyst by TrendSetter software. We will initially use technology and software
based upon only one type of trading system. Consumers may prefer other
alternative technologies or systems that have perceived or actual advantages to
our technology.

BECAUSE STOCK MARKET TRADERS MAY OBTAIN OTHER ADVICE CONCERNING STOCK TRADING
FOR FREE, OUR REVENUES MAY BE REDUCED.

Our pricing policy has not been finally set, but it is expected that we will
charge mutual and hedge fund stock market traders a fee of $500 per month to use
our trading system and $50 per month for non-institutional traders. There are
also possible alternative forms of securing investment advice for free. For
instance, many stockbrokers and mutual funds have in-house analysts that offer
the firm, in effect, free investment advice. Accordingly, if we are unable to
distinguish the advantages of our fee based services from internal in-house
investment advice services that are offered for free, our revenues will be
reduced.

BECAUSE WE OFFER REFUNDS IF OUR CUSTOMERS AREN'T SATISFIED DURING THE FIRST 45
DAYS THEY USE OUR PROGRAMS, WE MAY HAVE TO MAKE SUBSTANTIAL REFUNDS, WHICH WILL
REDUCE OUR REVENUES.

We intend to offer all our customers a 35-day free trial period. The fee is
first collected and then refunded to the customer if they are in any way
dissatisfied with the our product. Substantial requests for refunds will reduce
our revenues.

WE WILL RELY UPON THIRD PARTIES FOR THE DEVELOPMENT AND MAINTENANCE OF OUR
INTERNET SERVICES; ANY FAILURES ON THE PART OF OUR THIRD PARTY PROVIDERS MAY
INHIBIT OUR INTERNET CONNECTIONS AND THE SECURITY AND INTEGRITY OF OUR SOFTWARE
AND ACCOUNTING.

We anticipate that we will rely on third parties to maintain, house and operate
the Internet servers that host our website. Although we anticipate that our
agreements with these third parties will include service agreements and back-up
facilities, in the event of any technical failures, the third parties may not
comply with the terms of the service agreements. Any service interruptions
resulting from failures by third party maintenance providers would reduce


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confidence in our services. Any failures on the part of our third party
providers could reduce revenues we receive from the operation of our website and
software trading system.

IF SUBSTANTIAL NUMBERS OF OUR CUSTOMERS LOSE CONNECTION TO OUR WEBSITE, WE WILL
LOSE CUSTOMERS AND FAIL TO DEVELOP REPEAT BUSINESS WHICH WILL REDUCE OUR
REVENUES.

Although we will test our services for errors and attempt to identify any bugs
or errors, our services may contain the following problems leading to
interruptions in our service:

     o   Undetected errors or bugs
     o   Inability of our server to handle peak loads
     o   Systems failures by our Internet service provider
     o   Inactivity by users for periods while remaining on-line

Repeated disruptions due to such errors or even one disruption may dissuade
users from ever using our services again. Accordingly, if we fail to develop
effective systems to detect such errors or guard against such errors and there
are substantial interruptions, we will be unsuccessful at developing repeat
business, and our revenues will be reduced.

OUR VULNERABILITY TO SECURITY BREACHES, GLITCHES AND OTHER COMPUTER FAILURES
COULD HARM OUR CUSTOMER RELATIONSHIPS, OUR ABILITY TO BROADEN OUR CUSTOMER BASE
AND OUR ABILITY TO PROMOTE OUR BUSINESS.

We will offer our services through our Internet site at:
www.stockmarketsolutions.org. The secure transmission of confidential
information over public networks is a critical element of our operations. A
party who is able to circumvent security measures could misappropriate
proprietary information or cause interruptions in our operations. If we are
unable to prevent unauthorized access to our users' information and
transactions, our customer relationships will be harmed. Although we intend to
implement industry-standard security measures, these measures may not prevent
future security breaches. Heavy stress placed on our systems could cause systems
failures or operation of our systems at unacceptably low speeds.

BECAUSE OUR SOFTWARE TRADING SYSTEM BUSINESS DEPENDS UPON OUR INTELLECTUAL
PROPERTY RIGHTS, WHICH WE HAVE NOT TAKEN ANY FORMAL LEGAL ACTION TO PROTECT
AGAINST THIRD PARTIES, OUR REVENUES MAY BE REDUCED.

We have currently not taken any formal legal steps to protect important
intellectual property related to our software trading system, although we are
protected through our current copyrighted book rights. We anticipate we will
take these further steps upon securing additional funding.

OUR OFFICER, DIRECTOR AND PRINCIPAL STOCKHOLDER CAN EXERT CONTROL OVER MATTERS
REQUIRING STOCKHOLDER APPROVAL.


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<PAGE>

Our executive officer, director Richard Smitten, and holder of 5% or more of our
outstanding common stock beneficially owns approximately 30% of our outstanding
common stock. This individual will be able to significantly influence all
matters requiring approval by our stockholders, including the election of
directors and the approval of significant corporate transactions. This
concentration of ownership may also have the effect of delaying, deterring or
preventing a change in control and may make some transactions more difficult or
impossible without the support of these stockholders.

OUR MANAGEMENT DECISIONS ARE MADE BY OUR FOUNDER AND CHAIRMAN OF THE BOARD, MR.
RICHARD SMITTEN; IF WE LOSE HIS SERVICES, OUR REVENUES MAY BE REDUCED.

The success of our business is dependent upon the expertise of our Chairman of
the Board, Mr. Richard Smitten. Because Mr. Smitten is essential to our
operations, you must rely on his management decisions. Our Chairman of the
Board, Mr. Richard Smitten will continue to control our business affairs after
the filing. We have not obtained any key man life insurance relating to Mr.
Richard Smitten. If we lose his services, we may not be able to hire and retain
another Chairman of the Board with comparable experience. As a result, the loss
of Mr. Richard Smitten's services could reduce our revenues.

THE PERSON RESPONSIBLE FOR MANAGING OUR BUSINESS, MR. RICHARD SMITTEN, WILL
DEVOTE LESS THAN FULL TIME TO OUR BUSINESS, WHICH MAY REDUCE OUR REVENUES.

We currently have no employees other than Mr. Smitten. In his capacity as
founder and Chairman of the Board, Mr. Smitten 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. Mr.
Smitten may not be able to devote the time necessary to our business to assure
successful implementation of our business plan.

BECAUSE OUR COMMON STOCK IS CONSIDERED A PENNY STOCK, ANY INVESTMENT IN OUR
COMMON STOCK IS CONSIDERED A HIGH-RISK INVESTMENT AND IS SUBJECT TO RESTRICTIONS
ON MARKETABILITY; YOU MAY BE UNABLE TO SELL YOUR SHARES.

If our common stock trades in the secondary market, we may be subject to the
penny stock rules adopted by the Securities and Exchange Commission that require
brokers to provide extensive disclosure to its customers prior to executing
trades in penny stocks. These disclosure requirements may cause a reduction in
the trading activity of our common stock, which in all likelihood would make it
difficult for our shareholders to sell their securities.

SALES OF OUR COMMON STOCK UNDER RULE 144 COULD REDUCE THE PRICE OF OUR STOCK.

There are 9,000,000 shares of our common stock held by Mr. Smitten that Rule 144
of the Securities Act of 1933 defines as restricted securities. There are
10,800,000 shares of our common stock held by non-affiliates that are also
restricted securities but which securities may currently be resold under Rule


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<PAGE>

144(k). The remaining shares have been registered under the Securities Act of
1933 and may be resold without restrictions.

All of our shares are currently eligible for resale, however affiliates will
still be subject to the resale restrictions of Rule 144. In general, persons
holding restricted securities, including affiliates, must hold their shares for
a period of at least one year, may not sell more than one percent of the total
issued and outstanding shares in any 90-day period, and must resell the shares
in an unsolicited brokerage transaction at the market price. These restrictions
do not apply to resales under Rule 144(k).

As a result of the provisions of Rule 144, all of the restricted securities
could be available for sale in a public market, if developed. The availability
for sale of substantial amounts of common stock under Rule 144 could reduce
prevailing market prices for our securities.

OUR STOCK TRADES ON THE OVER-THE-COUNTER BULLETIN BOARD; BECAUSE THE BULLETIN
BOARD DOES NOT OPERATE UNDER THE SAME RULES AND STANDARDS AS THE NASDAQ STOCK
MARKET, OUR STOCKHOLDERS MAY HAVE GREATER DIFFICULTY IN SELLING THEIR SHARES
WHEN THEY WANT AND FOR THE PRICE THEY WANT.

The over-the-counter bulletin board is separate and distinct from the Nasdaq
stock market. Nasdaq has no business relationship with issuers of securities
quoted on the over-the-counter bulletin board. The SEC's order handling rules,
which apply to Nasdaq-listed securities don't apply to securities quoted on the
bulletin board.

Although the Nasdaq stock market has rigorous listing standards to ensure the
high quality of its issuers, and can delist issuers for not meeting those
standards, the over-the-counter bulletin board has no listing standards. Rather,
it is the market maker, who chooses to quote a security on the system, files the
application and is obligated to comply with keeping information about the issuer
in its files. The NASD cannot deny an application by a market maker to quote the
stock of a company. The only requirement for inclusion in the bulletin board is
that the issuer be current in its reporting requirements with the SEC.

BECAUSE STOCKS TRADED ON THE BULLETIN BOARD ARE USUALLY THINLY TRADED, HIGHLY
VOLATILE, HAVE FEWER MARKET MAKERS AND ARE NOT FOLLOWED BY ANALYSTS, OUR
STOCKHOLDERS MAY HAVE GREATER DIFFICULTY IN SELLING THEIR SHARES WHEN THEY WANT
AND FOR THE PRICE THEY WANT.

Investors may have greater difficulty in getting orders filled because it is
anticipated that if our stock trades on a public market, it initially will trade
on the over-the-counter bulleting board rather than on Nasdaq. Investors' orders
may be filled at a price much different than expected when an order is placed.
Trading activity in general is not conducted as efficiently and effectively as
with Nasdaq-listed securities.


                                       14
<PAGE>

Investors must contact a broker dealer to trade bulletin board securities.
Investors do not have direct access to the bulletin board service. For bulletin
board securities, there only has to be one market maker.

Bulletin board transactions are conducted almost entirely manually. Because
there are no automated systems for negotiating trades on the bulletin board,
they are conducted via telephone. In times of heavy market volume, the
limitations of this process may result in a significant increase in the time it
takes to execute investor orders. Therefore, when investors place market orders
- an order to buy or sell a specific number of shares at the current market
price - it is possible for the price of a stock to go up or down significantly
during the lapse of time between placing a market order and getting execution.

Because bulletin board stocks are usually not followed by analysts, there may be
lower trading volume than for Nasdaq-listed securities.

CERTAIN NEVADA CORPORATION LAW PROVISIONS COULD PREVENT A POTENTIAL TAKEOVER OF
US THAT COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK OR DEPRIVE
YOU OF A PREMIUM OVER THE MARKET PRICE.

We are incorporated in the State of Nevada. Certain provisions of Nevada
corporation law could adversely affect the market price of our common stock.
Because Nevada corporation law requires board approval of a transaction
involving a change in our control; it would be more difficult for someone to
acquire control of us. Nevada corporate law also discourages proxy contests
making it more difficult for you and other shareholders to elect directors other
than the candidates nominated by our board of directors. Neither our articles
nor our by-laws contain any similar provisions.

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
<PAGE>

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. However, as of December 31, 2002, there has
been no trading in our stock. 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.


                                       16
<PAGE>

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


                                       17
<PAGE>

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 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.


                                       18
<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 $469,504 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 $673,151 and a
stockholders' deficiency of $263,277 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 for a number of shares that would cause
it to beneficially own more that 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 has determined that this fee, $240,000, should be treated as a
deferred commitment fee, a component of equity, to be amortized over the term of
the commitment under the SEDA, which begins on the effective date which is
defined as the earlier of (i) the effective date defined as the date the SEC
declares a registration statement registering the underlying shares effective or
(ii) such earlier date the Company and investor may agree to in writing and
ending on the earlier of (a) the date payment of the full $5,000,000 line in
made, (b) the date the SEDA is terminated as defined in the agreement, or (c) 24
months after the effective date..

In connection with the issuance of the $240,000 compensation convertible
debenture, the Company computed a beneficial conversion feature value totaling
$7,423, which is being amortized over three years.

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)

                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2004 AND 2003


<PAGE>



                          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 reflected in
the accompanying  financial  statements,  the Company has a net loss of $469,504
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 $673,151  and a  stockholders'  deficiency  of $263,277 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


                                      F-1
<PAGE>

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


                                     ASSETS

CURRENT ASSETS
    Cash                                                              $     267
    Security deposit                                                        600
                                                                      ---------
TOTAL CURRENT ASSETS                                                        867
                                                                      ---------

EQUIPMENT, NET                                                            4,854
                                                                      ---------

TOTAL ASSETS                                                          $   5,721
                                                                      =========

                    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, LESS DISCOUNT                                    233,918
                                                                      ---------

TOTAL LIABILITIES                                                       268,998
                                                                      ---------

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                                          683,073
    Deficit accumulated during development stage                       (673,151)
                                                                      ---------
                                                                         40,254
    Less: Deferred consulting fee                                       (73,531)
    Less: Deferred commitment fee                                      (230,000)
                                                                      ---------
TOTAL STOCKHOLDERS' DEFICIENCY                                         (263,277)
                                                                      ---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                        $   5,721
                                                                      =========


                 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
                                                  ------------      ------------   -------------------
<S>                                               <C>               <C>               <C>
Operating Expenses
    Depreciation                                  $      1,210      $        109      $      1,319
    Legal                                               21,706               830            48,809
    Interest Expense                                     3,508                --             3,508
    Placement Agent Fee                                 10,000                --            10,000
    Software impairment loss                                --                --             6,000
    Website impairment loss                                 --                --               850
    Settlement Loss                                     60,963                --            60,963
    Amortization                                        10,000                --            10,350
    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                               469,504           145,140           667,151
                                                  ------------      ------------      ------------

LOSS FROM OPERATIONS                                  (469,504)         (145,140)         (667,151)
                                                  ------------      ------------      ------------


NET LOSS                                          $   (469,504)     $   (145,140)     $   (667,151)
                                                  ============      ============      ============

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

<TABLE>
<CAPTION>
                                                                                  DEFICIT
                                                                                ACCUMULATED
                                                 COMMON STOCK       ADDITIONAL     DURING
                                            ---------------------    PAID-IN    DEVELOPMENT    DEFERRED     DEFERRED
                                              SHARES      AMOUNT     CAPITAL       STAGE      CONSULTING   COMMITMENT      TOTAL
                                            ----------   --------   --------    ----------    ---------    ----------    ---------
<S>                                          <C>         <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
Beneficial conversion expense                       --         --      7,423            --           --            --        7,423
Commitment expense                                  --         --         --            --                   (240,000)    (240,000)
Amortization of deferred commitment fee             --         --         --            --           --        10,000       10,000
Net loss, 2004                                      --         --         --      (469,504)          --            --     (469,504)
                                            ----------   --------   --------    ----------    ---------    ----------    ---------
Balance, December 31, 2004                  30,331,818   $ 30,332   $683,073    $ (673,151)   $ (73,531)   $ (230,000)   $(263,277)
                                            ==========   ========   ========    ==========    =========    ==========    =========
</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
                                                       ------------    ------------    -------------------
<S>                                                    <C>             <C>                <C>
Cash Flows from Operating Activities:
    Net loss                                           $   (469,504)   $   (145,140)      $   (667,151)
    Adjustment to reconcile net loss to net cash
       used in operating activities:
       Amortization                                          10,000              --             10,350
       Options for services                                 100,683              --            100,683
       Settlement loss                                       60,963              --             60,963
       Debt discount                                         (6,084)             --             (6,084)
       Beneficial conversion interest                         7,423              --              7,423
       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 commitment                                    $    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


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  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  for a number of shares that would cause
it to  beneficially  own  more  that  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  has  determined  that this fee,  $240,000,  should be treated as a
deferred commitment fee, a component of equity, to be amortized over the term of
the  commitment  under the SEDA,  which  begins on the  effective  date which is
defined as the  earlier of (i) the  effective  date  defined as the date the SEC
declares a registration statement registering the underlying shares effective or
(ii) such  earlier  date the  Company and  investor  may agree to in writing and
ending on the  earlier of (a) the date  payment of the full  $5,000,000  line in
made, (b) the date the SEDA is terminated as defined in the agreement, or (c) 24
months after the effective date..

In  connection  with  the  issuance  of the  $240,000  compensation  convertible
debenture,  the Company computed a beneficial  conversion feature value totaling
$7,423,  which is being  amortized  over three  years.  The amount  amortized to
interest  expense as of December  31,  2004 is $1,341.  The balance of $6,082 is
netted against Convertible Debenture as a debt discount.

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) which begins the amortization
period for the $240,000 deferred commitment fee. For the year ended December 31,
2004, the Company recognized $10,000 as amortization expense.

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)      $(156,631)     $ (49,347)
Change in valuation allowance                    156,631         49,347
                                               ---------      ---------
                                               $      --      $      --
                                               =========      =========

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                $ 223,830
                                               ---------
Total gross deferred tax assets                  223,830
Less valuation allowance                        (223,830)
                                               ---------
Net deferred tax assets                        $      --
                                               =========

The Company has a net operating  loss  carryforward  of  approximately  $657,151
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
$156,231.

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 $469,504 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  $673,151  and a  stockholders'
deficiency of $263,277 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.


                                      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    April 12, 2005    /s/ Richard Smitten

Principal Accounting    Richard Smitten    April 12, 2005    /s/ Richard Smitten
Officer

Principal Financial
Officer                 Richard Smitten    April 12, 2005    /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      April 12, 2005



                                       28