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**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, 2002**

                                       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   (Primary Standard Industrial   (I.R.S. Employer Identification
    incorporation or organization)    Classification Code Number)             Number)

                            **1752 N.W. Third Terrace
                     Suite 118-c Fort Lauderdale, FL    33311**
              (Address of principal executive offices) (Zip Code)

                   Registrant's telephone number: **954-524-1452**

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

             Securities registered under Section 12(g) of the Act:
                    common stock, par value $.001 per share

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

         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.                                       [ ]

                                        1

         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.) N/A as of February 28, 2003

         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: 18,300,000 as of March 28,
2003

                       **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]

                                       2

**TABLE OF CONTENTS**

Part I.........................................................................4

Item 1. Description of Business................................................4

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

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

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

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

Item 6. Management's Discussion and Analysis or Plan of Operation.............18

Item 7. Financial Statements...................................................23

Item 8. Changes In and Disagreements With Accountants on Accounting and
        Financial Disclosure..................................................23

PART III......................................................................23

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

Item 10. Executive Compensation...............................................25

Item 11. Security Ownership of Certain Beneficial Owners and Management.......26

Item 12. Certain Relationships and Related Transactions.......................27

Item 13. Exhibits and Reports on Form 8-K.....................................28

Item 14. Controls and Procedures..............................................29

                                       3

**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 1752 N.W. Third Terrace Suite 118-c, Fort Lauderdale, FL 33311.

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 computer programs 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,"
Richard Smitten, published by Traders Press in November 1999, at page 40. 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 these emotions. 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.

                                       4

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   Group Trading - Livermore believed that stocks move together in a
            group and  they change direction as a group. If, for instance, the
            leader of the computer group changes direction, one will usually see
            all the stocks in the 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 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 believe that an advantage of our system is that it will include the Jesse
Livermore trading simulator, which is an instructional on-line stock market
simulator. Using our simulator, clients can learn how to trade the market in a
realistic fashion using the Jesse Livermore Trading system, while putting up no
real money and therefore risking nothing in the learning period.

We are the outgrowth of over two years of computer-based stock trading system
software design and development by Richard Smitten, president, Dennis Kranyak
anticipated to become executive vice president, and David Leitzke, anticipated
to become vice president of research and development upon receipt of sufficient
funding.

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

        o   Developing our business plan
        o   Obtaining and developing necessary intellectual property
        o   Establishing our website
        o   Determining the market for the services we intend to offer on our
            website.

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

                                       5

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 prototype. The concepts and early design features have
            been decided on. What is left is the actual code writing to
            implement the software system.

        o   Simulator - This product is still in the planning stage with further
            engineering necessary in order to develop our prototype.

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   A computer based practice-trading system called the Jesse Livermore
            trading simulator that allows traders to avoid losing any real money
            while at the same time simulating the actual results of trading in
            the market using our system.
        o   Stock quotations and other market data in real time.

The trading program is aimed at 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
        o   Jesse Livermore trading simulator

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

Our theory of having our customers practice by trading on the Jesse Livermore
trading simulator is consistent with the advice of Jesse Livermore who said,
"You can't tell if you judgment is right until you put your money on the line.
If you don't put your money on the table you can never test your judgment,
because you can never test your emotions. And I believe it is emotion, not
reason that dictates the direction of the stock market, just like most important
things in life: love, marriage, children, war, sex, crime, passions, religion.
It is rarely reason that drives people." "How To Trade In Stocks," written by
Jesse Livermore with added material by Richard Smitten, published by Traders
Press in 2001, at page 164. The trading simulator demonstrates the hypothetical
outcomes of trading the stock market using our system without the traders having
to risk their own money.

                                       6

The theory behind our trading system is that after a trader learns how the
Livermore trading system works with the simulator; they can use the principles
on which the program is based for actual trading. Of course, they may or may not
be successful in implementing the trading program, but they can learn at no
financial risk from their trading activities

The two 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 user of these programs will pay $1,500.00
per month for the combined trading and simulator programs. We intend to offer
all our customers a 30-day free trial period. If the customer is not satisfied
during the first 30 day period, he will receive a full rebate. Thereafter, a
customer can cancel with 60 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 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.

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 partner 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 trader 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. The person would have to have
trading control of a account of more than one hundred thousand dollars. We would
also hope that the trader had at least three years of trading experience.

                                       7

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
the revenue from users who ultimately subscribe to our services and our sourced
by these websites. No such agreements are in place.

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

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

Research and Development

Since inception we have spent $6,000 on software development. We spent nothing
in 2002. We will pay an additional $6,000 to Mr. Leitzke upon completion of the
development of the current level of software. This is expected to occur by
December of 2003.

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 Quotes.com as our web hosting service and also as our
Internet service provider. As of the date of this report, we have no firm
agreement with Quotes.com. 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. We anticipate maintaining a back-up shared
server site at Data Centurion of Toronto, Ontario Canada to address the
potential of a total crash of the Quotes.com servers.

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.

                                       8

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

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

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

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

        o   Being operational
        o   A larger sales force
        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   A stock trading simulator that realistically represents results of
            trading in the stock market using our system, submitted in real time
        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.

                                       9

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

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

Proprietary Rights

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

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

        o   "How To Trade in Stocks."

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

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

We have also obtained a full and exclusive, assignment from Mr. Leitzke as the
developer of all his rights to the Jesse Livermore Trading System and Virtual
Trading Software.

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, 2002, we incurred operating losses of $52,507
and had a net working capital deficiency of $40,507. In addition, as of December
31, 2002, we had only $8 of current cash available. Our current cash resources
of $8 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.

                                       10

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.**

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:

                                       11

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

**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 stock market traders a fee of $1,500 per month to use our trading
system, including our simulator. 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 30
days they use our programs, we may have to make substantial refunds, which will
reduce our revenues.**
                                       12

We intend to offer all our customers a 30-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.

**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.

                                       13

**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 33% of our outstanding
common stock. This individual will be able to significantly influence all
matters requiring approval by our stockholders, including the election of
directors and the approval of significant corporate transactions. This
concentration of ownership may also have the effect of delaying, deterring or
preventing a change in control and may make some transactions more difficult or
impossible without the support of these stockholders.

**Our management decisions are made by our founder and Chairman of the Board, Mr.
Richard Smitten; if we lose his services, our revenues may be reduced.**

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

**The person responsible for managing our business, Mr. Richard Smitten, will
devote less than full time to our business, which may reduce our revenues.**

We currently have no employees other than Mr. Smitten. In his capacity as
founder and Chairman of the Board, Mr. Smitten currently devotes approximately
70% of his time to our business and anticipates that during the next 12 months
he will continue to devote approximately 70% of his time to our business. Mr.
Smitten may not be able to devote the time necessary to our business to assure
successful implementation of our business plan.

**Because our common stock is considered a penny stock, any investment in our
common stock is considered a high-risk investment and is subject to restrictions
on marketability; you may be unable to sell your shares.**

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

                                       14

**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
11,120,000 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 880,000 shares currently held by non-affiliates have been
held for more than one year as of July 16, 2002 and may be resold under Rule 144
as described below.

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.

**In the future, our stock may trade 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.

                                       15

**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.

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 in the home of our president at 1752 N.W.
Third Terrace Suite 118-c Fort Lauderdale, FL 33311. No rent is charged. Our
telephone number is 954-524-1452.

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.

                                       16

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

**Item 3. Legal Proceedings.**

None

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

None

**PART II

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

Our stock became qualified for quotation on the over the counter bulletin board
under the symbol "SMKT" in 2002. However, as of December 31, 2002, there has
been no trading in our stock.

Holders

The number of recorded holders of the Company's common stock as of December 31,
2002 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:

                                       17

        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.

                                       18

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

December 31, 2002 vs. December 31, 2001

Income Statement              Year end December 31                Reason
______________________  _____________  _______________  __________________________________
                                2001          2002
______________________  _____________  _______________  __________________________________
Revenues                          0             0      We have not generated any revenues as of this date.
                                                       We intend to charge $1,500 per month per seat to our
                                                       customers for full use of our Jesse Livermore
                                                       software. At the rate of each hundred subscribers, we
                                                       will receive a gross income of $150,000 per month,
                                                       assuming collection of all receivables.
______________________  _____________  _______________  __________________________________
Cost of Revenues                  0             0
______________________  _____________  _______________  __________________________________

                                       19

______________________  _____________  _______________  __________________________________
Gross Profit                      0             0
______________________  _____________  _______________  __________________________________
Operating Expenses:
______________________  _____________  _______________  __________________________________
Legal                       $26,090          $183      Expenses associated with Form 10SB registration
                                                       statement not incurred in 2002
______________________  _____________  _______________  __________________________________
Website impairment                            850      Costs written off due to uncertainty of recovery
______________________  _____________  _______________  __________________________________
Software impairment           6,000                    Costs written off due to uncertainty of recovery
______________________  _____________  _______________  __________________________________
Amortization                                  350
______________________  _____________  _______________  __________________________________
Accounting                                  8,159      Audit costs, which will continue to be incurred in
                                                       accordance with SEC reporting company status
______________________  _____________  _______________  __________________________________
  General and                 2,690         7,493      More administrative costs as we continued development
Administrative                                         of our business
______________________  _____________  _______________  __________________________________
Total Operating Expenses    $34,780       $17,035      Primarily decreased due to decrease in legal expenses.

                                                       As the subscriber side of the system grows, our
                                                       operating expenses will increase accordingly,
                                                       particularly in maintaining a team of technical,
                                                       sales, and general and administrative staff that is
                                                       needed to support the software and website.

                                                       Initially, we intend to advertise and place links on
                                                       other financial websites such as Nirvana Systems and
                                                       Telescan.   These sites will receive a portion of the
                                                       revenue from users who ultimately subscribe to our
                                                       services.  No such agreements are in place but talks
                                                       are underway.

                                                       In addition, we intend to send e-mail transmissions
                                                       targeted to a purchased database of brokerage firms
                                                       and mutual fund traders who are believed by the
                                                       seller of the database to use their computers for
                                                       stock trading.  No such agreements are in place.
                                                       The price of this program is expected to be twenty
                                                       five per cent of the revenue.

                                                       General and administrative expenses will consist
                                                       primarily of executive salaries, general overhead,
                                                       and technical personnel. We anticipate that general
                                                       and administrative expenses will continue to increase
                                                       as business expands.
______________________  _____________  _______________  __________________________________

                                       20

Plan of operations:

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

________________________________ ______________________________ __________________________ __________________
EVENT OR MILESTONE PERTAINING    TIME FRAME FOR                 METHOD OF ACHIEVEMENT      ESTIMATED
TO PRODUCT DEVELOPMENT           IMPLEMENTATION                                            COST LOW END
                                                                                           HIGH END
________________________________ ______________________________ __________________________ __________________
Finish off existing software     June 1, 2003 -                 Hire a professional        $55,000 to
including the Jesse Livermore    December 31, 2003              software-writing firm to   $400,000
trading simulator                                               finish software
________________________________ ______________________________ __________________________ __________________

______________________________________ ________________________________ ______________________________ _______________________
EVENT OR MILESTONE PERTAINING TO       TIME FRAME FOR                   METHOD OF ACHIEVEMENT          ESTIMATEDCOST
SALES AND MARKETING                    IMPLEMENTATION                                                  LOW END - HIGH END
______________________________________ ________________________________ ______________________________ _______________________
Conduct a North American public        June 1, 2003 - December 31,      Hire a professional public
relations and media advertising        2003                             relations firm.  Place         $65,000 to $150,000
campaign.                                                               interviews and a small
                                                                        amount of media
                                                                        advertisements in nationally
                                                                        recognized newspapers and
                                                                        trade publications.
______________________________________ ________________________________ ______________________________ _______________________
Conduct a North American direct mail   June 1, 2003 - December 31,      Hire a professional            $55,000 to
campaign aimed at brokers and mutual   2002                             promotions firm.  Attend       $300,000
fund traders.                                                           various trade shows and
                                                                        public engagements as
                                                                        advised to promote our
                                                                        services.
______________________________________ ________________________________ ______________________________ _______________________
Conduct various seminars to            June 1, 2003 - December 31,      As required, depending on      $30,000 to
Universities, conventions, stock       2002                             nature and duration of         $100,000
brokerage firms and mutual funds to                                     travel.
provide information on the Livermore
trading approach.
______________________________________ ________________________________ ______________________________ _______________________
Hire a corporate sales manager.        June 1, 2003 - February 28,      Through in-house efforts.      Salaries - $65,000
                                       2003
______________________________________ ________________________________ ______________________________ _______________________

                                       21

_______________________________ ______________________________ ___________________________ __________________
EVENT OR MILESTONE PERTAINING   TIME FRAME FOR                 METHOD OF ACHIEVEMENT       ESTIMATED
TO CUSTOMER SUPPORT             IMPLEMENTATION                                             COST
_______________________________ ______________________________ ___________________________ __________________
Hire two customer support       June 1, 2003 - February 28,    Through in-house efforts.   Salaries -
staff.                          2003.                                                      $65,000
_______________________________ ______________________________ ___________________________ __________________

Total Low End Cost--$335,000
Total High End Cost--$1,100,000
Excludes general working capital

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

In addition to hiring the employees  specified  above, we anticipate that Mr.
Leitzke and Mr. Kranyak will both become employees in the next 12 months.

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, 2002, we incurred operating losses of $52,507
and had a net working capital deficiency of $40,507. In addition, as of December
31, 2002, we had only $8 of current cash available. Our current cash resources
of $8 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.

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.

**Item 7. Financial Statements.****Stock Market Solutions, Inc.
                          (A Development Stage Company)

                              Financial Statements

                           December 31, 2002 and 2001**

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

                                    Contents

                                                                         Page(s)

Independent Auditors' Report                                                 F-1

Balance Sheet                                                                F-2

Statements of Operations                                                     F-3

Statements of Changes in Stockholders' Deficiency                            F-4

Statements of Cash Flows                                                     F-5

Notes to Financial Statements                                         F-6 - F-13

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, 2002 and the related statements
of operations, changes in stockholders' deficiency and cash flows for the years
ended December 31, 2002 and 2001 and for the period from January 22, 1999
(inception of development stage) to December 31, 2002. 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, 2002, and the results of its
operations, changes in stockholders' deficiency and cash flows for the years
ended December 31, 2002 and 2001 and for the period from January 22, 1999
(inception of development stage) to December 31, 2002, 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 9 to the
financial statements, the Company has operating losses since inception of
$52,507, a deficit accumulated during the development stage of $58,507 at
December 31, 2002; cash used in operations since inception of $32,092, a working
capital deficit of $40,507 at December 31, 2002 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 9. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ SALBERG & COMPANY, P.A.
    SALBERG & COMPANY, P.A.
    Boca Raton, Florida
    March 9, 2003

                                      F-1

**Stock Market Solutions, Inc.
                          (A Development Stage Company)
                                  Balance Sheet
                                December 31, 2002****Assets****Current Assets**
Cash                                                         $      8
                                                             ___________

**Total Assets**                                                 $      8
                                                             ___________
                                                             ___________

                    **Liabilities and Stockholders Deficiency****Current Liabilities**
Accounts payable                                             $ 13,215
Notes payable - related party                                  27,300
                                                             ___________

**Total Current Liabilities**                                      40,515
                                                             ___________

**Stockholders' Deficiency**
Common stock, $0.001 par value, 50,000,000 shares authorized,
  18,000,000 issued and outstanding                            18,000
Deficit accumulated during development stage                  (58,507)
                                                             ___________

**Total Stockholders' Deficiency**                                (40,507)
                                                             ___________

**Total Liabilities and Stockholders' Deficiency**              $      8
                                                             ___________
                                                             ___________

                 See accompanying notes to financial statements

                                      F-2

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

                                                                             From January 22, 1999
                                                                                (inception of
                                                 Year Ended December 31,    development stage) to
                                                 2002              2001        December 31, 2002
                                              ___________      ___________       ___________

**Operating Expenses**
Legal                                         $       183      $    26,090       $    26,273
Accounting                                          8,159               -              8,159
Website impairment loss                               850               -                850
Software impairment loss                               -             6,000             6,000
Amortization                                          350               -                350
General and administrative                          7,493            2,690            10,875
                                              ___________      ___________       ___________
**Total Operating Expenses**                           17,035           34,780            52,507
                                              ___________      ___________       ___________

Loss from Operations                              (17,035)         (34,780)          (52,507)
                                              ___________      ___________       ___________

**Net Loss**                                          (17,035)         (34,780)          (52,507)
                                              ___________      ___________       ___________
                                              ___________      ___________       ___________

Net loss per share - basic and diluted        $        -       $        -        $        -
                                              ___________      ___________       ___________
                                              ___________      ___________       ___________

Weighted average number of shares outstanding
  during the period - basic and diluted        18,000,000       17,689,904        16,200,750
                                              ___________      ___________       ___________
                                              ___________      ___________       ___________

                 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, 2002**

                                                                                           Deficit
                                                                                        Accumulated
                                                                                           During
                                                                      Common Shares      Development
                                                                Shares          Amount      Stage       Total
                                                              __________     __________   __________   __________

Common stock issued to founders for book and software rights   6,000,000     $    6,000   $   (6,000)  $       -

Common stock issued for cash                                   9,630,000          9,630           -         9,630

Common stock issued to vendor for website development          1,200,000          1,200           -         1,200

Net loss, 1999                                                        -              -           (13)         (13)
                                                              __________     __________   __________   __________

Balance, December 31, 1999                                    16,830,000         16,830       (6,013)      10,817

Common stock issued for cash                                     310,000            310           -           310

Net loss, 2000                                                        -              -          (679)        (679)
                                                              __________     __________   __________   __________

Balance, December 31, 2000                                    17,140,000         17,140       (6,692)      10,448

Common stock issued for cash                                     860,000            860           -           860

Net loss, 2001                                                        -              -       (34,780)     (34,780)
                                                              __________     __________   __________   __________

Balance, December 31, 2001                                    18,000,000         18,000      (41,472)     (23,472)

Net loss, 2002                                                        -              -       (17,035)     (17,035)
                                                              __________     __________   __________   __________

**Balance, December 31, 2002**                                    18,000,000     $   18,000   $  (58,507)  $  (40,507)
                                                              __________     __________   __________   __________
                                                              __________     __________   __________   __________

                 See accompanying notes to financial statements

                                      F-4

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

                                                                                From January 22, 1999
                                                                                   (inception of
                                                      Year Ended December 31,   development stage) to
                                                        2002         2001         December 31, 2002
                                                   __________     __________     __________
 **Cash Flows from Operating Activities:**
 Net loss                                          $ (17,035)     $ (34,780)     $ (52,507)
 Adjustments to reconcile net loss to net cash
   used in operating activities:
 Amortization                                            350             -             350
 Software impairment loss                                 -           6,000          6,000
 Website impairment loss                                 850             -             850
 Changes in operating assets and liabilities:
 Increase (decrease) in:
 Accounts payable                                     13,215             -          13,215
                                                   __________     __________     __________
 **Net Cash Used In Operating Activities**               (2,620)       (28,780)       (32,092)
                                                   __________     __________     __________

**Cash Flows from Investing Activities:**
 Payments for software development                         -         (6,000)        (6,000)
 Loan disbursements to officer                             -           (860)       (10,800)
                                                   __________     __________     __________
**Net Cash Used In Investing Activities**                      -         (6,860)       (16,800)
                                                   __________     __________     __________

 **Cash Flows from Financing Activities:**
 Proceeds from notes payable - related party            2,250         29,000         38,100
 Proceeds from common stock issuance                       -             860         10,800
                                                   __________     __________     __________
 **Net Cash Provided By Financing Activities**              2,250         29,860         48,900
                                                   __________     __________     __________

 Net Increase (Decrease) in Cash                         (370)           220              8
                                                   __________     __________     __________
 Cash at Beginning of Period                              378            158             -
                                                   __________     __________     __________

 **Cash at End of Period**                             $        8     $      378     $        8
                                                   __________     __________     __________
                                                   __________     __________     __________

 Supplemental Schedule of Non-Cash Investing and Financing Activities:

 During 2001, an affiliate paid a vendor $3,000 on behalf on the Company.

                 See accompanying notes to financial statements

                                      F-5

**Stock Market Solutions, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2002Note 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.

         **(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) 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)

         **(E) 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.

                                      F-6

**Stock Market Solutions, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2002****(F) 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.

         **(G) 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.

         **(H) 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, 2002. Accordingly, no expense has been
         recognized.

         **(I) 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.

                                      F-7

**Stock Market Solutions, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2002****(J) 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.

         **(K) 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, 2002, there were no common stock equivalents outstanding
         which may dilute future earnings per share.

         **(L) 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
         or these instruments.

         **(M) New Accounting Pronouncements**

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

         Statement No. 141 "Business Combinations" establishes revised standards
         for accounting for business combinations. Specifically, the statement
         eliminates the pooling method, provides new guidance for recognizing
         intangible assets arising in a business combination, and calls for
         disclosure of considerably more information about a business
         combination. This statement is effective for business combinations
         initiated on or after July 1, 2001. The adoption of this pronouncement
         on July 1, 2001 did not have a material effect on the Company's
         financial position, results of operations or liquidity.

                                      F-8

**Stock Market Solutions, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2002**

         Statement No. 142 "Goodwill and Other Intangible Assets" provides new
         guidance concerning the accounting for the acquisition of intangibles,
         except those acquired in a business combination, which is subject to
         SFAS 141, and the manner in which intangibles and goodwill should be
         accounted for subsequent to their initial recognition. Generally,
         intangible assets with indefinite lives, and goodwill, are no longer
         amortized; they are carried at lower of cost or market and subject to
         annual impairment evaluation, or interim impairment evaluation if an
         interim triggering event occurs, using a new fair market value method.
         Intangible assets with finite lives are amortized over those lives,
         with no stipulated maximum, and an impairment test is performed only
         when a triggering event occurs. This statement is effective for all
         fiscal years beginning after December 15, 2001. The adoption of SFAS
         142 on January 1, 2002 did not have a material effect on the Company's
         financial position, results of operations or liquidity.

         In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
         Retirement Obligations." The standard requires entities to record the
         fair value of a liability for an asset retirement obligation in the
         period in which it is incurred. When the liability is initially
         recorded, the entity capitalizes a cost by increasing the carrying
         amount of the related long-lived asset. Over time, the liability is
         accreted to its present value each period, and the capitalized cost is
         depreciated over the useful life of the related asset. Upon settlement
         of the liability, an entity either settles the obligation for its
         recorded amount or incurs a gain or loss upon settlement. The standard
         is effective for fiscal years beginning after June 15, 2002. The
         adoption of SFAS No. 143 did not have a material impact on the
         Company's financial position, results of operations or liquidity.

         Statement No. 144 "Accounting for the Impairment or Disposal of Long-
         Lived Assets" supercedes Statement No. 121 "Accounting for the
         Impairment of Long-Lived Assets and for Long-Lived Assets to be
         Disposed of" ("SFAS 121"). Though it retains the basic requirements of
         SFAS 121 regarding when and how to measure an impairment loss, SFAS 144
         provides additional implementation guidance. SFAS 144 excludes goodwill
         and intangibles not being amortized among other exclusions. SFAS 144
         also supercedes the provisions of APB 30, "Reporting the Results of
         Operations," pertaining to discontinued operations. Separate reporting
         of a discontinued operation is still required, but SFAS 144 expands the
         presentation to include a component of an entity, rather than strictly
         a business segment as defined in SFAS 131, "Disclosures about Segments
         of an Enterprise and Related Information. "SFAS 144 also eliminates the
         current exemption to consolidation when control over a subsidiary is
         likely to be temporary. This statement is effective for all fiscal
         years beginning after December 15, 2001. The adoption of SFAS 144 on
         January 1, 2002 did not have a material effect 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, 2002**

         Statement No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
         Amendment of FASB Statement No. 13, and Technical Corrections,"
         updates, clarifies, and simplifies existing accounting pronouncements.
         Statement No. 145 rescinds Statement 4, which required all gains and
         losses from extinguishment of debt to be aggregated and, if material,
         classified as an extraordinary item, net of related income tax effect.
         As a result, the criteria in Opinion 30 will now be used to classify
         those gains and losses. Statement 64 amended Statement 4, and is no
         longer necessary because Statement 4 has been rescinded. Statement 44
         was issued to establish accounting requirements for the effects of
         transition to the provisions of the Motor Carrier Act of 1980. Because
         the transaction has been completed, Statement 44 is no longer
         necessary. Statement 145 amends Statement 13 to require that certain
         lease modifications that have economic effects similar to sale-
         leaseback transactions be accounted for in the same manner as sale-
         leaseback  transactions.  This amendment is consistent with FASB's goal
         requiring similar  accounting treatment for transaction that have
         similar economic effects. This statement is effective for fiscal
         years beginning after May 15, 2002. The adoption of SFAS No. 145 did
         not have a material impact on the Company's financial position, results
        of operations or liquidity.

         Statement No. 146, "Accounting for Exit or Disposal Activities" ("SFAS
         146") addresses the recognition, measurement, and reporting of cost
         that are associated with exit and disposal activities that are
         currently accounted for pursuant to the guidelines set forth in EITF
         94-3, Liability Recognition for Certain Employee Termination Benefits
         and Other Costs to exit an Activity (including Certain Cost Incurred in
         a Restructuring)," cost related to terminating a contract that is not a
         capital lease and one-time benefit arrangements received by employees
         who are involuntarily terminated - nullifying the guidance under EITF
         94-3. Under SFAS 146, the cost associated with an exit or disposal
         activity is recognized in the periods in which it is incurred rather
         than at the date the Company committed to the exit plan. This statement
         is effective for exit or disposal activities initiated after December
         31, 2002 with earlier application encouraged. The adoption of SFAS 146
         is not expected to have a material impact on the Company's financial
         position, results of operations or liquidity.

         Statement No. 148, "Accounting for Stock-Based Compensation -
         Transition and Disclosure", amends FASB Statement No. 123, "Accounting
         for Stock-Based Compensation." In response to a growing number of
         companies announcing plans to record expenses for the fair value of
         stock options, Statement 148 provides alternative methods of transition
         for a voluntary change to the fair value based method of accounting for
         stock-based employee compensation. In addition, Statement 148 amends
         the disclosure requirements of Statement 123 to require more prominent
         and more frequent disclosures in financial statements about the effects
         of stock-based compensation. The Statement also improves the timeliness
         of those disclosures by requiring that this information be included in
         interim as well as annual financial statements. In the past, companies
         were required to make pro forma disclosures only in annual financial
         statements. The transition guidance and annual disclosure provisions of
         Statement 148 are effective for fiscal years ending after December 15,
         2002, with earlier application permitted in certain circumstances. The
         interim disclosure provisions are effective for financial reports
         containing financial statements for interim periods beginning after
         December 15, 2002. The Company adopted the disclosure provisions of
         Statement 148 for the year ended December 31, 2002, but will continue
         to use the method under APB 25 in accounting for stock options. The
         adoption of the disclosure provisions of Statement 148 did not have a
         material impact on the Company's financial position, results of
         operations or liquidity.

                                      F-10

**Stock Market Solutions, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2002****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 subsequent to year end in February
2002. Amortization expense for the years ended December 31, 2002 and December
31, 2001 was $350 and $0, 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 are non-interest bearing,
uncollateralized, promissory notes which are due on demand. The notes are dated
July 16, 2001 for $3,000, December 31, 2001 for $22,050, and June 25, 2002 for
$2,250. Total notes payable at December 31, 2002 were $27,300. (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.

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.

**Note 6   Related Party Transactions**

The Company's sole corporate officer loaned the Company $3,000 and $22,050 as of
December 31, 2001 aggregating $25,050. The same officer loaned an additional
$2,250 during December 31, 2002. The balance due was $27,300 at December 31,
2002. (See Note 4)

                                      F-11

**Stock Market Solutions, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2002****Note 7   Income Taxes**

There was no income tax expense for the years ended December 31, 2002 and 2001
due to the Company's net losses.

The Company's tax expense differs from the "expected" tax expense for the years
ended December 31, 2002 and 2001, (computed by applying the Federal Corporate
tax rate of 34% to loss before taxes), as follows:

                                                                        From January 22, 1999
                                                                            (inception of
                                                                        development stage) to
                                                   2002         2001      December 31, 2002
                                               ___________   ___________   ___________
Computed "expected" tax expense (benefit)      $   (5,792)   $  (11,825)   $  (17,852)
Effect of net operating loss carryforward           5,792        11,825        17,852
                                               ___________   ___________   ___________
                                               $       -     $       -     $       -
                                               ___________   ___________   ___________
                                               ___________   ___________   ___________

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

Deferred tax assets:
Net operating loss carryforward                      $  17,852
                                                     ___________
Total gross deferred tax assets                         17,852
Less valuation allowance                               (17,852)
                                                     ___________
Net deferred tax assets                              $       -
                                                     ___________
                                                     ___________

The Company has a net operating loss carryforward of approximately $52,500
available to offset future taxable income expiring between 2019 through 2022.

The valuation allowance at December 31, 2001 was $12,060. The net change in
valuation allowance during the year ended December 31, 2002 was an increase of
$5,792.

**Note 8   Commitments**

The Company entered into employment agreements (the "Agreements") with four
individuals. Each Agreement becomes effective upon completion of the planned
registration of selling security holders of Stock Market Solutions, Inc., is for
a term of one year, and stipulates annual cash compensation. As of December 31,
2002, the Company has not yet commenced a formal registration of its securities.
Accordingly, no accrued compensation is required at this time.

                                      F-12

**Stock Market Solutions, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2002****Note 9   Going Concern**

As reflected in the accompanying financial statements, the Company has operating
losses since inception of $52,507, a deficit accumulated during development
stage of $58,507 at December 31, 2002; cash used in operations since inception
of $32,092, a working capital deficit of $40,507 at December 31, 2002, 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 2002 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, 2002,
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 10  Subsequent Events - 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 for legal services to be
rendered. Under EITF No. 96-18 "Accounting for Equity Instruments That Are
Issued to Other Than Employees for Acquiring, or in Conjunction with Selling,
Goods, or Services," the shares will be valued at their fair market value upon
obtainment of a measurement date when services have been completed.

                                      F-13

**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 the Exchange Act.**

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

     Name                     Age             Position
_________________________  __________  __________________________

Richard Smitten                61      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.

Richard Smitten along with Dennis Kranyak, pending executive Vice President and
David Leitzke, pending Vice President and Director of Research and Development,
blended his written works into a software program that would assist people in
trading in the stock market. Mr. Smitten filed for personal bankruptcy in
October 1999 in the U.S. Bankruptcy Court, Southern District of Florida, Case
No. 99-27663. It was discharged March 2000.

                                       22

It is anticipated but not certain that upon the receipt of funding necessary to
commence operations, the following individuals will join us in the following
capacities:

     Name                     Age             Position
_________________________  __________  _________________________________________

Robert Thornton                54       President, Treasurer and Director
_________________________  __________  _________________________________________
David Leitzke                  34       Vice President - Research and
                                        Development and Director
_________________________  __________  _________________________________________
Dennis Kranyak                 47      Executive Vice President and Director
_________________________  __________  _________________________________________

Mr. Thornton has been president and director of Robert G. Thornton, P.A., a
privately held corporation, since December 1989. Mr. Thornton is a licensed real
estate broker and mortgage broker in Florida. Additionally, he is a Certified
Estate Planner and member of the National Council of Certified Estate Planners.
Mr. Thornton received a BS in Aerospace Engineering from Auburn University. Mr.
Thornton currently engages in real estate consulting and estate planning
approximately 60% of his time under the corporation, Robert G. Thornton, P.A.

From October 1996 to March 2001 Mr. Kranyak has been a private investor. From
May of 1976 to October 1996, Mr. Kranyak served in the US Navy as a Surface
Warfare Officer, retiring with the rank of Commander. He has been a member of
the Society of Market Technicians since June 1997. From September of 2000 to
present he has been web master for and owner of "UnRulyDog.com", an educational
website focusing on stock market investing, technical analysis, money
management, and position sizing. Mr. Kranyak received a B.S. degree from The
Citadel in May of 1976.

From January 2000 to date, David L. Leitzke has been Chief Information Officer
of BJM International Services, Orlando, FL, a mutual fund administration firm.
From August, 1998 to date, he has been president of Howling Geezer Software,
Winter Park, FL, a software development firm. From July 1996 to July 1998, he
was vice president of operations of Venture Alliance Group, Maitland FL, a
seminar business. From July 1994 to July 1996, he was Manager of Information
Technology/Securities Principal of Executive Securities, Longwood FL, a broker
dealer. From 1986 to 1994 he was Nuclear Plant Operator/Instructor for the US
Navy. He has a BA from the University of Florida. Mr. Leitzke is a graduate of
the U.S. Naval Nuclear Power School. Mr. Leitzke filed for personal bankruptcy
in May 1998, U.S. Bankruptcy Court, Middle District of Florida (Orlando
Division), Case No. 98-042926B7. It was discharged in September 1998.

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.

                                       23

Family Relationships

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

Legal Proceedings

Except for the bankruptcies of Mr. Smitten and Mr. Leitzke described above, no
officer, director, or persons nominated for such positions, promoter or
significant employee has been  involved in legal proceedings that  would
be material to an evaluation of our management.

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
irector.

Employment Agreements

_______________________ _____________________ ____________________ ____________________ _____________________
Name                    Term of Agreement     Monthly salary for   Salary renegotiated   Key man life
                        (1)                   initial year         annually              insurance
_______________________ _____________________ ____________________ ____________________ _____________________
                        1 year thereafter,    $7000                Yes                   No
Richard Smitten         with 2 annual
                        renewal options
_______________________ _____________________ ____________________ ____________________ _____________________
                        1 year thereafter     $7000                Yes                   No
Robert Thornton
_______________________ _____________________ ____________________ ____________________ _____________________
David Leitzke           1 year thereafter,    $7000                Yes                   No
                        with 2 annual
                        renewal options
_______________________ _____________________ ____________________ ____________________ _____________________
Dennis Kranyak          1 year thereafter,    $3500                Yes                   No
                        with 2 annual
                        renewal options
_______________________ _____________________ ____________________ ____________________ _____________________

                                       24

(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 agreements are subject to certain termination provisions. Compensation will
be reviewed annually plus bonuses at our discretion.

The agreements 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

They may be terminated by the employee, at any time, for any reason whatsoever,
upon one month written notice. They 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.

All agreements contain 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.

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, 2002, 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.

                                       25

____________________________ __________________________ __________________________
Name address of beneficial   Amount of beneficial       Percentage
owner                        owner ship
____________________________ __________________________ __________________________
Richard Smitten              6,000,000                  33.3
1752 NW 3rd Terrace
Suite 118-c Fort
Lauderdale, Fl
33311
____________________________ __________________________ __________________________
Dennis Kranyak               1,400,000                  7.7
6397 Union Mill Road
Clifton, VA
20124 - 1108
____________________________ __________________________ __________________________
All directors and            6,000,000                  33.3
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
18,000,000 shares of common stock outstanding as of December 31, 2002.

**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.

                                       26

We have also obtained a full and exclusive, assignment from Mr. Leitzke as the
developer of all his rights to the Jesse Livermore Trading System and Virtual
Trading Software.

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.

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 Mr. Smitten are non-interest bearing, uncollateralized,
promissory notes which are due on demand. The notes are dated July 16, 2001 for
$3,000, December 31, 2001 for $22,050, and June 25, 2002 for $2,250. Total notes
payable at December 31, 2002 were $27,300. We made no loan disbursements to Mr.
Smitten in 2002.

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:

         99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Smitten

**Item 14. Controls and Procedures.**

Within 90 days prior to the date of filing of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including the Chief Executive Officer (who also effectively serves as our
Principal Financial Officer), of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our Chief Executive Officer
concluded that our disclosure controls and procedures are effective for the
gathering, analyzing and disclosing the information we are required to disclose
in the reports we file under the Securities Exchange Act of 1934, within the
time periods specified in the SEC's rules and forms. There have been no
significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date of this
evaluation.

                                       27

**Signatures**

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

Title                        Name              Date                  Signature

Principal Executive
Officer                  Richard Smitten    March 28, 2003     /s/ Richard Smitten

Principal Accounting     Richard Smitten    March 28, 2003     /s/ Richard Smitten
Officer

Principal Financial
Officer                  Richard Smitten    March 28, 2003    /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 28, 2003

                                       28

**CERTIFICATIONS**

I, Richard Smitten, certify that:

1.  I have reviewed this annual report on Form 10KSB of Stock Market Solutions;

2.  Based on my knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary to
    make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by
    this annual report; and

3.  Based on my knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in all
    material respects the financial condition, results of operations and cash
    flows of the issuer as of, and for, the periods presented in this
    annual report.

4.  I and the issuer's other certifying officers are responsible for
    establishing and maintaining disclosure controls and procedures for the
    issuer and have:

         (i) Designed such disclosure controls and procedures to ensure that
             material information relating to the issuer, including its
             consolidated subsidiaries, is made known to us by others within
             those entities, particularly during the period in which the
             periodic reports are being prepared;

        (ii) Evaluated the effectiveness of the issuer's disclosure controls and
             procedures as of February 1, 2003 ("Evaluation Date"); and

       (iii) Presented in the report our conclusions about the effectiveness of
             the disclosure controls and procedures based on our evaluation as
             of the Evaluation Date;

5.  I and the issuer's other certifying officers have disclosed, based on our
    most recent evaluation, to the issuer's auditors and the audit committee of
    the board of directors (or persons fulfilling the equivalent function):

        (i) All significant deficiencies in the design or operation of internal
            controls which could adversely affect the issuer's ability to
            record, process, summarize and report financial data and have
            identified for the issuer's auditors any material weaknesses in
            internal controls; and

        (ii) Any fraud, whether or not material, that involves management or
             other employees who have a significant role in the issuer's
             internal controls; and

6.  I and the issuer's other certifying officers have indicated in the report
    whether or not there were significant changes in internal controls or in
    other factors that could significantly affect internal controls subsequent
    to the date of our most recent evaluation, including any corrective actions
    with regard to significant deficiencies and material weaknesses.

Date:  March 28, 2003

/s/ Richard Smitten
    Richard Smitten
    Chief Financial Officer and CEO
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