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, 2003

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)

|Nevada                                                         | 7372                                                     | 88-0443110                                         
|-------------------------------------------------------------- | -------------------------------------------------------- | ---------------------------------------------------
|(State or other jurisdiction of
incorporation or organization) | (Primary Standard Industrial
Classification Code Number) | (I.R.S. Employer Identification
            Number)

106 Royal Street New
Orleans, Louisiana 70130 Address of Principal
Executive Offices)

(Issuer's Telephone Number, Including Area Code) 504-524-1104

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

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

1

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 [ ]

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 March
4, 2004: $1,139,000

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: 20,600,000 as of March 4, 2004

2

# 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]

3

TABLE OF CONTENTS

|Part I                                                                                                                  |  |  |  | 5  | 
|----------------------------------------------------------------------------------------------------------------------- |  |  |  | -- | 
|Item 1. Description of Business                                                                                         |  |  |  | 5  | 
|Item 2. Description of Property                                                                                         |  |  |  | 17 | 
|Item 3. Legal Proceedings                                                                                               |  |  |  | 17 | 
|Item 4. Submission of Matters to a Vote of Security Holders                                                             |  |  |  | 18 | 
|PART II                                                                                                                 |  |  |  | 18 | 
|Item 5. Market for Common Equity and Related Stockholder Matters                                                        |  |  |  | 18 | 
|Item 6. Management's Discussion and Analysis or Plan of Operation                                                       |  |  |  | 19 | 
|Item 7. Financial Statements                                                                                            |  |  |  | 24 | 
|Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure                            |  |  |  | 24 | 
|PART III                                                                                                                |  |  |  | 24 | 
|Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act |  |  |  | 24 | 
|Item 10. Executive Compensation                                                                                         |  |  |  | 25 | 
|Item 11. Security Ownership of Certain Beneficial Owners and Management                                                 |  |  |  | 26 | 
|Item 12. Certain Relationships and Related Transactions                                                                 |  |  |  | 17 | 
|Item 13. Exhibits and Reports on Form 8-K                                                                               |  |  |  | 28 | 
|Item 14. Controls and Procedures                                                                                        |  |  |  | 29 | 

4

# 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;        o        has earned no revenues;        o        has insufficient cash
resources to satisfy its cash requirements over the next 12 months; and        o        has no
sources of funding identified.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.

5

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

| | 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 four
years of development of a computer-based stock trading system software design and
development by Richard Smitten, president, and Dennis Kranyak anticipated to become
executive vice president and Greg McFarland who has been writing the computer code for our
trading suystem on an outsourcing basis.

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.
| | - | --------------------------------------------------------------------------

6

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 two
programs is as follows:

| | 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 Java 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-one for the mutual and hedge fund traders and a
second system for the non-institutional investor.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------

| | o | Stock
quotations and other market data 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-intitutional traders.
| | - | -------------------------------------------------------------------

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

The company also has the stock
trading rights to Livermores own book: How To Trade In Stocks,
written by Jesse Livermore with added material by Richard Smitten, published by Traders
Press in 2001, at page 164.

Our theory is that after a trader
learns how the Livermore trading system works they can use the principles on which the
program is based for their trading.

7

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

| | 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  Successful
completion of Beta test and posting of website for public viewing.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

It is anticipated that each
individual mutual or hedge fund firm that uses these programs will pay $1,500.00 per
month. We will be offering a second program to the non-institutional traders for a fee of
$500 per month. We intend to offer all our customers a 45-day free trial period. If the
customer is not satisfied during the first 45 day period, he will receive a full rebate.
Thereafter, a customer can cancel with 45 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 30-day
trial period will be recorded as a deferred liability and recognized when the refund
period expires. Revenue receipts after the 45-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 sales calls, or our website, stockmarketsolutions.org, or
as a result of referrals from our affiliate alliance partners and Internet sites to be
connected to our site. We have no current partnering and/or marketing relationships.

Our target market is an experienced
stock market trading firm or individual who wants to use a computer based trading program.
Our definition of an experienced stock market trader is a person who is an employee of and
trades on behalf of a brokerage firm or mutual fund, or perhaps a hedge fund or a trader
who has one or more years of trading experience.

Our programs are designed to educate
investors and traders with experience 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 and Telescan. These sites
will receive from 20 to 25% of their revenues from users who ultimately subscribe to our
kind of 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.

8

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.

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 Esignalas our
Internet service 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.

9

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

| | o
       Being operational        o        A larger sales force        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."
| | ----------------------------------

10

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.

We believe this transaction was on
terms at least as favorable to us as those generally available from unaffiliated third
parties.

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.

From our inception to December 31,
2003, we incurred operating losses of $197,647 and had a net stockholders deficiency of
$78,014. In addition, as of December 31, 2003, we had only $550 of current cash available.
Our current cash resources of $550 are not sufficient to satisfy our cash requirements
over the next 12 months, assuming we take no steps to develop our business plan. We feel
we need a minimum $335,000 in additional funds to finance the minimum steps we would like
to take to implement our business plan in the next 12 months, which funds will be used for
product development, sales and marketing and customer service. Further in order to become
profitable we may still need to secure additional debt or equity funding. We hope to be
able to raise additional funds from an offering of our stock in the future. However, this
offering may not occur, or if it occurs, may not raise the required funding. We have not
made any contacts with potential investors or traditional lending sources, such as banks,
to secure this financing; however, we plan to do so in the future now that we have secured
qualification for quotation of our securities on the over the counter bulletin board.

Accordingly, 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.

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.

11

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

We are a development stage company
in the internet computer based stock market trading system business and we have no
operating history; because our planned growth is contingent upon receiving additional
funding, you will be unable to evaluate whether our business will be successful.

Our business development is
contingent upon raising debt or equity funding. Other than this offering, which may not be
successful, we have no sources of funding identified. You must consider the risks,
difficulties, delays and expenses frequently encountered by development stage companies in
our business, which have little or no operating history, including whether we will be able
to overcome the following challenges:

| | o
Inability to raise necessary revenue to operate for the next 12 months or thereafter         o
Public relations, advertising and marketing costs that may exceed our current estimates         o
Unanticipated development expenses particularly in the software area.         o Our ability to
generate sufficient revenues to offset the substantial costs of operating our business
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Because significant up-front
expenses, including public relations, advertising, sales, and other expenses are required
to develop our business, we anticipate that we may incur losses until revenues are
sufficient to cover our operating costs. Future losses are likely before our operations
become profitable. As a result of our lack of operating history, you will have no basis
upon which to accurately forecast our:

| | o
       Total assets, liabilities, and equity        o Total revenues        o        Gross sales and
operating margins        o Labor costs
| | ---------------------------------------------------------------------------------------------------------------------------------------------

Accordingly, the proposed business
plans described in this report may not either materialize or prove successful and we may
never be profitable. Also, you have no basis upon which to judge our ability to develop
our business and you will be unable to forecast our future growth.

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.

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

12

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,
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.We
will charge mutual and hedge fund stock market traders a fee of $1,500 per month to use
our trading system.and $500 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 45-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 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.

13

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.

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.

14

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 6,000,000 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 144(k). The remaining shares have been registered under the Securities
Act of 1933 and may be resold without restrictions.

15

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.

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.

16

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
108 Royal Street suite 300, New Orleans, LA 701301000 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.

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.

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

17

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 boards

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

|                               | HIGH
(Price per Share $) | LOW
(Price per Share $)
|------------------------------ | ------------------------ | -----------------------
|Mar 03 
June 03
Sept 03
Dec 03 | .50
..12
..10
 .6        | .12
 .3
 .3
 .3        

| | * | 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, 2003 is approximately 75.

Penny Stock Considerations

Our shares will be 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:

18

| | 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 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.

19

Overview

Stock market traders can trade the
stock market using our proprietary software system, supplied on the Internet. The
Livermore trading system is designed to help stock market traders utilize a computer based
trading program using the principals of the Jessie Livermore trading system. Our only
future source of revenue is through subscriptions to our software products.

The primary methodology of the
trading system is based on stock trader Jesse Livermores methods and techniques that
he developed in over forty-five years of trading the market as outlined in two books:

| | o
       "How To Trade In Stocks" written by Jesse Livermore with additional material by
Richard Smitten
| | --------------------------------------------------------------------------------------------------------

| | o
       "Jesse Livermore: World's Greatest Stock Market Trader" written by Richard Smitten.
| | --------------------------------------------------------------------------------------------

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

| | o
       Developing our business plan        o        Obtaining and developing necessary
intellectual property         o        Raising capital         o        Establishing our website
        o
       Developing markets for the services we offer on our website
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

20

December 31, 2003 vs.
December 31, 2002

|Income Statement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Year end December 31
2003           2002                                                                                                                                                                                                                | Reason                                                                                                                                                                                                 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Revenues                
                   
                   
                   
                   
                   
Cost of Revenues        
Gross Profit            
Operating Expenses:
Depreciation            
  Legal                 
                   
Website impairment      
                   
Amortization            
Accounting              
                   
                   
                   
Consulting              
Software and Website
Costs                  
General and           
Administrative          
Total Operating Expenses | 0
       
       
       
       
       
           0
           0
         109
        $830
        
           0
        
           0
       4,318
       
       
       
     107,333
      20,292
       
      12,258
            
    $145,140 | 0
     
     
     
     
     
         0
         0
         0
      $183
     
       850
     
       350
     8,159
     
     
     
         0
         0
     
     7,493
          
   $17,035

21

Plan of operations:

We plan to accomplish our future plan
of operations as follows:

|EVENT OR MILESTONE PERTAINING
TO PRODUCT DEVELOPMENT | TIME FRAME FOR
IMPLEMENTATION | METHOD OF ACHIEVEMENT | ESTIMATED
COST LOW END
HIGH END
|---------------------------------------------------- | ----------------------------- | --------------------- | -------------------------------
|Finish off existing software                         |                               |                       | Fiscal Year 2004               
|including the Jesse Livermore                        |                               |                       |                                
|trading simulator                                    |                               |                       |                                

|EVENT OR MILESTONE PERTAINING TO
SALES AND MARKETING | TIME FRAME FOR
IMPLEMENTATION | METHOD OF ACHIEVEMENT | ESTIMATED COST
LOW END HIGH END
|---------------------------------------------------- | ----------------------------- | --------------------- | -------------------------------
|Conduct a North American public                      |                               |                       | Fiscal Year 2004               
|relations and media advertising                      |                               |                       |                                
|campaign                                             |                               |                       |                                
|                                                     |                               |                       |                                
|                                                     |                               |                       |                                
|                                                     |                               |                       |                                
|                                                     |                               |                       |                                
|Conduct a North American direct mail                 |                               |                       | Fiscal Year 2004               
|campaign aimed at brokers and mutual                 |                               |                       |                                
|fund traders                                         |                               |                       |                                
|                                                     |                               |                       |                                
|                                                     |                               |                       |                                
|                                                     |                               |                       |                                
|Conduct various seminars to                          |                               |                       | Fiscal Year 2004               
|Universities, conventions, stock                     |                               |                       |                                
|brokerage firms and mutual funds to                  |                               |                       |                                
|provide information on the Livermore                 |                               |                       |                                
|trading approach                                     |                               |                       |                                
|Hire a corporate sales manager                       |                               |                       | Fiscal Year 2004               

|EVENT OR MILESTONE PERTAINING
TO CUSTOMER SUPPORT | TIME FRAME FOR
IMPLEMENTATION | METHOD OF ACHIEVEMENT | ESTIMATED
COST  
|------------------------------------------------- | ----------------------------- | --------------------- | ----------------
|Hire two customer support                         |                               |                       | Fiscal Year 2004
|staff                                             |                               |                       |                 

22

Total Low End Cost 
$335,000Total High End Cost  $800,000Excludes general working capital

The cost of these activities must all
be funded with future debt or equity financing.

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.

In addition, one aspect of our
strategy to grow is to expand the scope of our operations by acquiring other businesses in
stock market related industries, such as providers of source data concerning the market.
We believe that our anticipated public company status will make us an attractive buyer to
certain stock market related 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 prospectus, we have not entered into
or negotiated any arrangements for an acquisition with any stock market related
acquisition candidate.

Liquidity and capital
resources

From our inception to December 31,
2003, we incurred operating losses of $197,647 and had a net stockholders deficiency of
$78,014. In addition, as of December 31, 2003, we had only $550 of current cash available.
Our current cash resources of $550 are not sufficient to satisfy our cash requirements
over the next 12 months, assuming we take no steps to develop our business plan. We feel
we need a minimum 335,000 in additional funds to finance the minimum steps we would like
to take to implement our business plan in the next 12 months, which funds will be used for
product development, sales and marketing and customer service. Further in order to become
profitable we may still need to secure additional debt or equity funding. We hope to be
able to raise additional funds from an offering of our stock in the future. However, this
offering may not occur, or if it occurs, may not raise the required funding. We have not
made any contacts with potential investors or traditional lending sources, such as banks,
to secure this financing; however, we plan to do so in the future now that we have secured
qualification for quotation of our securities on the over the counter bulletin board.

Accordingly, 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.

Until financing has been received,
all our costs, including those associated with on-going SEC reporting requirements, will
be funded by management, to the extent that funds are available to do so. Amounts due to
our 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,
2003 were $77,540. During January and February 2004, the our sole corporate officer
advanced us an additional $22,000 on the same basis.

23

# Item 7. Financial
Statements.

# Stock Market
Solutions, Inc. (A Development Stage
Company) Financial StatementsDecember 31, 2003 and
2002

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

Contents

|                                                 | Page(s)
|------------------------------------------------ | -------
|Independent Auditors' Report                     |        
|Balance Sheet                                    |        
|Statements of Operations                         |        
|Statement of Changes in Stockholders' Deficiency |        
|Statements of Cash Flows                         |        
|Notes to Financial Statements                    |        

Independent
Auditors Report

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, 2003 and the related statements of operations, changes in stockholders
deficiency and cash flows for the years ended December 31, 2003 and 2002 and for the
period from January 22, 1999 (inception of development stage) to December 31, 2003. 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 generally accepted in the United States of America. 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,
2003, and the results of its operations, changes in stockholders deficiency and cash
flows for the years ended December 31, 2003 and 2002 and for the period from January 22,
1999 (inception of development stage) to December 31, 2003, 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 10 reflected in the accompanying financial statements, the Company has a net loss of $145,140 and net cash used in operations of
$47,523 for the year ended December 31, 2003 and a working capital deficiency of $80,080,
deficit accumulated during the development stage of $203,647 and a stockholders
deficiency of $78,014 at December 31, 2003 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 10.
The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

SALBERG & COMPANY,
P.A. Boca Raton, FloridaMarch
4, 2004

F-1

# Stock Market
Solutions, Inc. (A Development Stage
Company) Balance Sheet December 31, 2003

|                                                  | 
|------------------------------------------------- | 
|ASSETS                                            | 
|Current Assets                                    | 
|Cash                                              | 
|Security deposit                                  | 
|                                                  | 
|Total Current Assets                              | 
|                                                  | 
|Equipment, net                                    | 
|                                                  | 
|Total Assets                                      | 
|                                                  | 
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY          | 
|Current Liabilities                               | 
|Accounts payable                                  | 
|Note payable - stockholder                        | 
|                                                  | 
|Total Current Liabilities                         | 
|                                                  | 
|Total Liabilities                                 | 
|                                                  | 
|Stockholders' Deficiency                          | 
|Common stock, $0.001 par value, 50,000,000 shares | 
|authorized, 20,600,000 issued and outstanding     | 
|Additional paid-in capital                        | 
|Deficit accumulated during development stage      | 
|                                                  | 
|                                                  | 
|Less: Deferred consulting fee                     | 
|                                                  | 
|Total Stockholders' Deficiency                    | 
|                                                  | 
|Total Liabilities and Stockholders' Deficiency    | 
|                                                  | 

See
accompanying notes to financial statements

F-2

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

|                                              | Year Ended December 31,
2003                    2002 | For the period from
January 22, 1999
(Inception) to
December 31, 2003
|--------------------------------------------- | ---------------------------------------------------- | ---------------------------------------------------------------------
|Operating Expenses                            |                                                      |                                                                      
|Depreciation                                  |                                                      |                                                                      
|Legal                                         |                                                      |                                                                      
|Software impairment loss                      |                                                      |                                                                      
|Website impairment loss                       |                                                      |                                                                      
|Amortization                                  |                                                      |                                                                      
|Accounting                                    |                                                      |                                                                      
|Consulting                                    |                                                      |                                                                      
|Software and website costs                    |                                                      |                                                                      
|General and administrative                    |                                                      |                                                                      
|                                              |                                                      |                                                                      
|Total Operating Expenses                      |                                                      |                                                                      
|                                              |                                                      |                                                                      
|Loss from Operations                          |                                                      |                                                                      
|                                              |                                                      |                                                                      
|Net Loss                                      |                                                      |                                                                      
|                                              |                                                      |                                                                      
|Net Loss Per Share - Basic and Diluted        |                                                      |                                                                      
|                                              |                                                      |                                                                      
|Weighted average number of shares outstanding |                                                      |                                                                      
|during the year - basic and diluted           |                                                      |                                                                      
|                                              |                                                      |                                                                      

See
accompanying notes to financial statements

F-3

# Stock Market
Solutions, Inc. (A Development Stage
Company) Statements of Changes
in Stockholders Deficiency From January 22, 1999 (Inception
of Development Stage) to December 31, 2003

|                                            | Common Stock
Shares          Amount | Additional
Paid - in
Capital | Accumulated
During
Development
Stage | Deferred
Consulting | Total
|------------------------------------------- | ----------------------------------- | ---------------------------- | ------------------------------------ | ------------------- | -----
|Common stock issued to founder for book and |                                     |                              |                                      |                     |      
|software rights                             |                                     |                              |                                      | 6,000,000           |      
|Common stock issued for cash                |                                     |                              |                                      | 9,630,000           |      
|Common stock issued to vendor for website   |                                     |                             
|development                                 |                                     |                              |                                      | 1,200,000           |      
|Net loss, 1999                              |                                     |                              |                                      | --                  |      
|                                            |                                     |                              |                                      |                     |      
|Balance, December 31, 1999                  |                                     |                              |                                      | 16,830,000          |      
|Common stock issued for cash                |                                     |                              |                                      | 310,000             |      
|Net loss, 2000                              |                                     |                              |                                      | --                  |      
|                                            |                                     |                              |                                      |                     |      
|Balance, December 31, 2000                  |                                     |                              |                                      | 17,140,000          |      
|Common stock issued for cash                |                                     |                              |                                      | 860,000             |      
|Net loss, 2001                              |                                     |                              |                                      | --                  |      
|                                            |                                     |                              |                                      |                     |      
|Balance, December 31, 2001                  |                                     |                              |                                      | 18,000,000          |      
|Net loss, 2002                              |                                     |                              |                                      | --                  |      
|                                            |                                     |                              |                                      |                     |      
|Balance, December 31, 2002                  |                                     |                              |                                      | 18,000,000          |      
|Common stock issued for services            |                                     |                              |                                      | 300,000             |      
|Common stock issued for consulting services |                                     |                              |                                      | 2,300,000           |      
|Amortization of deferred consulting expense |                                     |                              |                                      | --                  |      
|Net loss, 2003                              |                                     |                              |                                      | --                  |      
|                                            |                                     |                              |                                      |                     |      
|Balance, March 31, 2003                     |                                     |                              |                                      | 20,600,000          |      
|                                            |                                     |                              |                                      |                     |      

See
accompanying notes to financial statements

F-4

# Stock Market
Solutions, Inc. (A Development Stage
Company) Statements of Cash
Flows

|                                                     | Year Ended December 31,
2003                    2002 | For the period from
January 22, 1999
(Inception) to
December 31, 2003
|---------------------------------------------------- | ---------------------------------------------------- | ---------------------------------------------------------------------
|Cash Flows from Operating Activities:                |                                                      |                                                                      
|Net loss                                             |                                                      |                                                                      
|Adjustment to reconcile net loss to met cash used in |                                                      |                                                                      
|operating activities:                                |                                                      |                                                                      
|Amortization                                         |                                                      |                                                                      
|Depreciation                                         |                                                      |                                                                      
|Stock issued for services                            |                                                      |                                                                      
|Software impairment loss                             |                                                      |                                                                      
|Website impairment loss                              |                                                      |                                                                      
|Changes in operating assets and liabilities:         |                                                      |                                                                      
|Increase (decrease) in:                              |                                                      |                                                                      
|Security deposit                                     |                                                      |                                                                      
|Accounts payable                                     |                                                      |                                                                      
|                                                     |                                                      |                                                                      
|Net Cash Used in Operating Activities                |                                                      |                                                                      
|                                                     |                                                      |                                                                      
|Cash Flows from Investing Activities:                |                                                      |                                                                      
|Purchase of equipment                                |                                                      |                                                                      
|Loan disbursements to officer                        |                                                      |                                                                      
|Payment for software development                     |                                                      |                                                                      
|                                                     |                                                      |                                                                      
|Net Cash Used in Investing Activities                |                                                      |                                                                      
|                                                     |                                                      |                                                                      
|Cash Flows from Financing Activities:                |                                                      |                                                                      
|Proceeds from common stock issuace                   |                                                      |                                                                      
|Proceeds from notes payable - related party          |                                                      |                                                                      
|Repayment on notes payable - related party           |                                                      |                                                                      
|                                                     |                                                      |                                                                      
|Net Cash Provided by Financing Activities            |                                                      |                                                                      
|                                                     |                                                      |                                                                      
|Net Increase (Decrease) in Cash and Cash Equivalents |                                                      |                                                                      
|Cash and Cash Equivalents at Beginning of Period     |                                                      |                                                                      
|                                                     |                                                      |                                                                      
|Cash and Cash Equivalents at End of Period           |                                                      |                                                                      
|                                                     |                                                      |                                                                      
|Supplemental Disclosure of Cash Flow Information     |                                                      |                                                                      
|Cash Paid for:                                       |                                                      |                                                                      
|Interest                                             |                                                      |                                                                      
|                                                     |                                                      |                                                                      
|Taxes                                                |                                                      |                                                                      
|                                                     |                                                      |                                                                      

See
accompanying notes to financial statements

F-5

# Stock
Market Solutions, Inc.(A Development Stage Company)Notes to Financial Statements
December 31, 2003

# Note 1 Nature of
Business and Summary of Significant Accounting Policies

(A)
Description of Business

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

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

(B)
Use of Estimates

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

| | Significant
estimates in 2003 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

# Stock
Market Solutions, Inc.(A Development Stage Company)Notes to Financial StatementsDecember
31, 2003

(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, 2003. Accordingly, no expense
has been recognized (See Note 2).
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-7

# Stock
Market Solutions, Inc.(A Development Stage Company)Notes to Financial Statements
December 31, 2003

(J)
Revenue Recognition

| | The
Company intends on generating revenue from user subscriptions to the stock market trading
and simulator programs. All customers will be offered a 30-day trial period in which they
may receive a full refund and after such period, customers may cancel their subscriptions
with 60 days notice. Payments from a customer during the customers 30-day trial
period will be recorded as a deferred liability and recognition will begin when the refund
period expires. Revenue receipts after the 30-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. The Company will also account for revenues pursuant to Securities and
Exchange Commission Staff Accounting Bulletin No. 101. As of December 31, 2003, 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, 2003,
there were no common stock equivalents 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

# Stock
Market Solutions, Inc.(A Development Stage Company)Notes to Financial Statements
December 31, 2003

(N)
New Accounting Pronouncements

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

| | In
May 2003, the FASB issued SFAS No. 149; Amendment of Statement 133 on Derivative
Instruments and Hedging Activities(SFAS 149) which provides for
certain changes in the accounting treatment of derivative contracts. SFAS 149 is effective
for contracts entered into or modified after June 30, 2003, except for certain provisions
that relate to SFAS No. 133 Implementation Issues that have been effective for fiscal
quarters that began prior to June 15, 2003, which should continue to be applied in
accordance with their respective effective dates. The guidance should be applied
prospectively. The adoption of SFAS 149 is not expected to have a material impact on the
Companys financial position, results of operations or liquidity.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity(SFAS 150).
This new statement changes the accounting for certain financial instruments that, under
previous guidance, issuers could account for as equity. It requires that those instruments
be classified as liabilities in balance sheets. Most of the guidance in SFAS 150 is
effective for all financial instruments entered into or modified after May 31, 2003, and
otherwise is effective at the beginning of the first interim period beginning after June
15, 2003. The adoption of SFAS 150 is not expected to have a material impact on the
Companys financial position, results of operations or liquidity.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
November 2002, the FASB issued FASB Interpretation No. 45, Guarantors
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others (FIN 45). FIN 45 requires that
a liability be recorded in the guarantors balance sheet upon issuance of a
guarantee. In addition, FIN 45 requires disclosures about the guarantees that an entity
has issued, including a reconciliation of changes in the entitys product warranty
liabilities.  The initial recognition and initial measurement provisions of FIN 45
are applicable on a prospective basis to guarantees issued or modified after
December 31, 2002, irrespective of the guarantors fiscal year-end.
 The disclosure requirements of FIN 45 are effective for the Company for financial
statements of interim periods beginning July 1, 2003.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of
Variable Interest Entities (FIN 46), 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.
FIN 46 is effective immediately for investments made in variable interest entities after
January 31, 2003 and it is effective in the first fiscal year or interim period beginning
after June 15, 2003 for investments in variable interest entities made prior to February
1, 2003. The adoption of FIN 46 is not expected to have a material impact on the
Companys financial position, results of operations, or liquidity.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-9

# Stock
Market Solutions, Inc.(A Development Stage Company)Notes to Financial Statements
December 31, 2003

# 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 (See Note 5). Amortization over a three
year period began when the website was placed in service in
February 2002. Amortization expense for the years ended December 31, 2003 and 2002 was $0
and $350, respectively.

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 Notes Payable
 Related Party

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,
2003 were $77,540. (See Note 6)

# Note 5
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 accumulated deficit since there was no additional paid-in
capital in the Company at that time.

F-10

# Stock
Market Solutions, Inc.(A Development Stage Company)Notes to Financial Statements
December 31, 2003

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 9).

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 stockholders
deficiency.

# Note 6 Related Party
Transactions

Amounts due to the Companys
sole corporate officer consist of various advances. At December 31, 2003 an aggregate
$77,540 in advances from the sole corporate officer were outstanding (See Note 4).

During 2003, the Company entered into
a sub lease rental agreement with its sole corporate officer (See Note 8(B)).

# Note 7 Income Taxes

There was no income tax expense for
the years ended December 31, 2003 and 2002 due to the Companys net losses.

The Companys tax expense
differs from the expected tax expense for the years ended December 31, 2003
and 2002, (computed by applying the Federal Corporate tax rate of 34% to loss before
taxes), as follows:

|                                          | 2003 | 2002
|----------------------------------------- | ---- | ----
|Computed "expected" tax expense (benefit) |      |     
|Effect of net operating loss carryforward |      |     
|                                          |      |     
|Computed "expected" tax expense (benefit) |      |     
|                                          |      |     

F-11

# Stock
Market Solutions, Inc.(A Development Stage Company)Notes to Financial StatementsDecember
31, 2003

The effects of temporary differences
that gave rise to significant portions of deferred tax assets and liabilities at December
31, 2003 and 2002 are as follows:

|                                | 2003 | 2002
|------------------------------- | ---- | ----
|Deferred tax assets:            |      |     
|Net operating loss carryforward |      |     
|                                |      |     
|Total gross deferred tax assets |      |     
|Less valuation allowance        |      |     
|                                |      |     
|Net deferred tax assets         |      |     
|                                |      |     

The Company has a net operating loss
carryforward of approximately $197,647 available to offset future taxable income expiring
between 2020 and 2023.

The valuation allowance at December
31, 2002 was $17,852. The net change in valuation allowance during the year ended December
31, 2003 was an increase of $49,347.

# Note 8 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 Stock Market Solutions, Inc. As of December 31, 2003, the
Company has not yet commenced a formal registration of its securities. Accordingly, no
accrued compensation is required as of December 31, 2003 (See Note 11).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# (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. As of December 31,
2003, the Company has recognized $2,546 in net rent expense (See Note 6). The rental
agreement may be renewed for a one year term at a mutually agreed upon monthly rental
amount.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-12

# Stock Market
Solutions, Inc.(A Development Stage
Company) Notes to Financial
Statements December 31, 2003

# Note 9 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 1933 Act. The Board may at any time
alter, suspend or terminate the Plan. The Company may, for cause, cancel and the employee
shall forfeit all outstanding Stock Awards which are not fully vested. On February 25,
2003, the Company issued 300,000 shares of its common stock having a fair value of $300
for legal services (See Note 5).

# Note 10 Going Concern

As reflected in the accompanying
financial statements, the Company has a net loss of $145,140 and net cash used in
operations of $47,523 for the year ended December 31, 2003 and a working capital
deficiency of $80,080, deficit accumulated during the development stage of $203,647 and a
stockholders deficiency of $78,014 at December 31, 2003 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 2003
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, 2003, future
expenses to maintain the Companys existence as a 1934 Securities and Exchange Act
reporting company include: accounting, auditing, Edgar, legal, and stock transfer agent
fees. The Company plans on raising capital through private placements to pay the above
corporate expenses as well as to implement its business plan. 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 11 Subsequent Events

During January and February 2004, the
Companys sole corporate officer advanced $22,000 to the Company. The advances are
non-interest bearing, unsecured, promissory notes which are due on demand.

On March 16, 2004, the Companys
board of directors adopted a resolution to terminate all employment agreements (See Note
8(A).

F-13

Audit Fees

For fiscal year end 12/31/03:       $4,318
For fiscal year end 12/31/02:       $8,159

No
other fees as specified in Item 9(e) of Schedule 14A charged.

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

None

# PART III

# Item 9. Directors,
Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of theExchange
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 | 63  | 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 two books were on the stock market and
          written for Traders Press and John Wiley and Sons.

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. It is anticipated that upon
commencement of their employment, Messrs. Thornton, Leitzke, and Kranyak will be elected
as interim directors under the terms of our bylaws until the next election of directors,
when they will stand for reelection with Mr. Smitten.

24

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 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 date, we have not
paid any compensation to our officer and director.

Employment Agreements

|Name            | Term of Agreement
(1) | Monthly salary for
initial year | Salary renegotiated
annually | Key man life
insurance
|--------------- | --------------------- | ------------------------------- | ---------------------------- | ----------------------
|                |                       |                                 | 1 year thereafter,           |                       
|Richard Smitten |                       |                                 | with 2 annual                |                       
|                |                       |                                 | renewal options              |                       

(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.

25

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
| | -----------------------------------------------------

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.

All other employment agreements have
been terminated.

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, 2003, 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.

26

|Name address of 
beneficial owner | Amount of 
beneficial ownership | Percentage
|--------------------------------- | ------------------------------- | ----------
|Richard Smitten                   |                                 |           
|1752 NW 3rd Terrace               |                                 |           
|Suite 118-c                       |                                 |           
|Fort Lauderdale, Fl               |                                 |           
|33311                             |                                 |           
|                                  |                                 |           
|Dennis Kranyak                    |                                 |           
|6397 Union Mill Road              |                                 |           
|Clifton, VA                       |                                 |           
|20124 - 1108                      |                                 |           
|                                  |                                 |           
|All directors and                 |                                 |           
|executive officers as a           |                                 |           
|group (one person)                |                                 |           

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 20,600,000 shares of common stock outstanding as of December 31, 2003.

# Item 12. Certain
Relationships and Related Transactions.

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."
| | ----------------------------------

Mr.    
          Smitten obtained the rights assigned to us related to Mr. Livermores book
          How To Trade in Stocks, including copyright and name use, from Mr.
          Livermores sole heir, Patricia Livermore, by agreement dated March 13,
          2000.

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

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

27

Our executive offices are located at
108 Royal Street Suite 300New Orleans LA 70130 telephone: 504-561-1104 On August 15, 2003,
we entered into a one year rental agreement with Menutis Investments. Under the terms of
the agreement, we are obligated to pay $1,200 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 the us $600 per month.

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.

Amounts due to our 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, 2003 were $77,540.
During January and February 2004, the our sole corporate officer advanced us an additional
$22,000 on the same basis. We made no loan repayments to Mr. Smitten in 2003.

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

28

# Item 14. Controls and
Procedures

The Corporation maintains disclosure
controls and procedures designed to ensure that information required to be disclosed in
reports filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the specified time periods. As of the end of the
period covered by this report, the Corporations Chief Executive Officer and Chief
Financial Officer evaluated the effectiveness of the Corporations disclosure
controls and procedures. Based on the evaluation, which disclosed no significant
deficiencies or material weaknesses, the Corporations Chief Executive Officer and
Chief Financial Officer concluded that the Corporations disclosure controls and
procedures are effective as of the end of the period covered by this report. There were no
changes in the Corporations internal control over financial reporting that occurred
during the Corporations most recent fiscal quarter that have materially affected, or
are reasonably likely to materially affect, the Corporations internal control over
financial reporting.

29

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             
Principal Accounting
Officer             
Principal Financial
Officer | Richard Smitten
Richard Smitten
Richard Smitten | March 18, 2004
March 18, 2004
March 18, 2004 | /s/ Richard Smitten
/s/ Richard Smitten
/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 | March 18, 2004