SecProbe.io

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Mail Room 4561
								October 12, 2005

Michael T. Williams, Esq.
Williams Law Group, P.A.
2503 West Gardner Court
Tampa, FL 33611

Re:	Stock Market Solutions, Inc.
  	Revised Preliminary Schedule 14A
      Filed on September 14, 2005
      File No. 0-49743

Dear Mr. Williams:

      We have reviewed your proxy statement and have the following
comments.  Please be advised that accounting comments will be
issued
shortly under separate cover.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with additional information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.

Letter to Stockholders
1. The presentation of the information in the notice to
shareholders
is somewhat confusing with regard to the enumeration at the
beginning
of the letter.  Please revise to enumerate only the item for which
you are requesting shareholders` written consent.  Additionally,
please revise to avoid using unnecessary legalistic terms in the
letter and throughout the proxy statement.
2. The letter should also briefly reference the merger agreement
with
Texas Prototypes, Inc. that gave rise to the proposal so that
stockholders understand the context in which they are being asked
to
approve the reverse split.

Questions and Answers
3. The Q&A section should be preceded by a summary term sheet that
begins on the first or second page of the proxy statement and
should
comply with the plain English requirements of Rule 421 of the
Securities Act.  Note that the summary term sheet must briefly
describe the most material terms and the significance of the
proposed
transaction, which would include, for example, the stock for stock
exchange, the change in control as a result of the transaction,
the
contemplated change in management, the contemplated change in name
of
the merged corporation to TXP Corporation, and the impact of the
transaction on existing shareholders.  See Item 14(b) of Schedule
14A
and Item 1001 of Regulation M-A.  We note your disclosure on page
7
under the heading Summary Term Sheet of the Merger Transaction;
however, this section does not comport with the requirements of
Item
1001.  In revising the disclosure, ensure that the summary term
sheet
and the questions and answers are not duplicative.
4. We note your response to prior comment 3 to our letter dated
July
22, 2005 that there are only 3 shareholders of Texas Prototypes.
Please disclose this information in the term sheet and in all
other
applicable places in the proxy statement where you discuss the
terms
of the reverse merger.  We also note reference to "the majority
shareholder" on page A-8 of the notes to the financial statements
of
Texas Prototypes.  If this majority shareholder will become a
majority shareholder of the combined company after the reverse
merger, disclose this information, including the name of the
shareholder, in the term sheet and in all other applicable places
in
the proxy statement where you discuss the terms of the reverse
merger.
5. Revise this section to ensure that the disclosure is provided
in
plain English and to avoid legal jargon where possible.  For
instance, the answer to the question regarding the reason for the
proposed split unnecessarily relies on defined terms resulting in
disclosure that is difficult to read. Please revise to
substantially
limit your use of defined terms such as target, merger sub, party
and
other terms whose meanings are clear from context.
6. With respect to your answer regarding the reason for the
proposed
reverse split, please disclose the number of shares of common
stock
currently authorized, the number of shares currently issued or
reserved for issuance prior to the proposed reverse split, and the
number of shares authorized but unissued or unreserved prior to
the
proposed reverse split.  Please disclose that without the proposed
reverse split, you will not have enough authorized but unissued or
unreserved shares to complete the reverse merger transaction.
7. You answer the question whether any of your stockholders have
conflicting interests in the negative.  Yet, under the heading
Special Factors you state that your president, Mr. Smitten, may be
allowed to purchase the Livermore business in exchange for
elimination of the $150,000 obligation owed to him by Stock Market
Solutions.  Why isn`t this identified as an interest by a company
affiliate in the matter to be voted upon?  Based on your
discussion
on pages 28 and 29, it appears that the Livermore business is the
only business or source of future revenues of Stock Market
Solutions.
Tell us and disclose whether Mr. Smitten received any other
consideration as a result of the merger, including such things as
accelerated vesting of options or other incentives.  In addition,
please revise your disclosure on page 44 under "Interests of
Certain
Persons in or Opposition to the Matters to be Acted Upon" to
disclose
Mr. Smitten`s interest in the Livermore business.
8. With respect to your answer as to whether anyone has given
written
consent, please state the percentage represented by the shares
owned
by Mr. Smitten that has voted in favor of the proposal.
9. With respect to your answer regarding how shareholders may
change
their vote, please disclose whether you will provide notice to
shareholders as to when the period for revoking consent has ended.
Please also tell us whether, under Nevada law, a company may
solicit
written consents for an unlimited amount of time, until such time
as
a majority of shares have consented to a proposal.  Please also
tell
us whether you may conduct additional solicitations in order to
receive the required consent.
10. Please add appropriate questions and answers regarding how the
shares held by investors will be affected by the reverse split and
what will happen if the proposal is not approved.  With regard to
the
former, specifically reference the fact that existing security
holders will hold 5% of the Stock Market Solutions` outstanding
shares of common stock after the reverse split and upon closing of
the merger transaction.

Notice to Stockholders, page 1
11. We note that the notice to stockholders beginning on page 1 is
nearly identical to the letter to stockholders that precedes it.
Please revise to eliminate duplicative information.

Table of Contents, page 3
12. Revise the table of contents to identify where in the proxy
statement each of the sections identified by a header can be
found.
For example, it is unclear from the table of contents where to
locate
information on the terms of the merger agreement, the background
of
the merger, the reasons for the merger, etc.  Consider also adding
headers for discrete topics that presently have no headings.  See
for
example the summary of the business experience of Messrs. Shores
and
Bruce, which now fall under the subheading Terms of the Merger
Agreement.  Ensure that the revised proxy statement has an
organization structure that flows logically and facilitates
investor
understanding.  See Rule 14a-5(a) of Regulation 14A.

Reverse Stock Split, page 7
13. We note that because you do not intend to reduce the number of
authorized shares the reverse split will have the effect of
significantly increasing the number of authorized and unissued
shares.  Please include a table identifying (a) the number of
shares
issued and outstanding; (b) the number of shares authorized and
reserved; and (c) the number shares authorized and unreserved
before
and after the reverse split.
14. We note that the summary term sheet states the number of
outstanding shares of Texas Prototypes and the number of shares of
the combined company outstanding after the merger.  Please
disclose
how you arrived at these figure, including the 94.7% of the
outstanding shares of Stock Market Solutions that Texas Prototype
shareholders will hold after the merger.  Please discuss whether a
record date has been set for determining the number of shares of
Texas Prototypes that will be exchanged for shares of Stock Market
Solutions.  If no record date has been set, please disclose when
and
how you will determine the record date.
15. Also, revise to disclose whether, aside from the proposed
merger
with Texas Prototypes, Stock Market Solutions has any current
plans,
proposals or arrangements, including any plans or arrangements of
Texas Prototypes that the combined company may assume, to issue
any
of the additional shares that will authorized and unreserved as a
result of the reverse split and subsequent merger.  For example,
we
note your discussion regarding possible issuances by Texas
Prototypes
to Cornell Capital and the possible conversion of outstanding debt
obligations.  If Stock Market Solutions has no such additional
plans,
please include an express statement to this effect.
16. Refer to SEC Release 34-15230 and discuss the possible anti-
takeover effects of the increase in authorized shares.  For
example,
what other provisions of your articles, bylaws, or other governing
documents have material anti-takeover consequences?  Are there any
plans or proposals to adopt other provisions or enter into other
arrangements that may have material anti-takeover consequences?
Inform holders that management might use the additional shares to
resist or frustrate a third-party transaction providing an above-
market premium that is favored by a majority of the independent
shareholders.
17. We call your attention to Rule 10b-17, which you should
consult
in connection with the process of implementing any stock split.

Risk Factors Associated with TXP, page 14

"TXP`s Stockholders May Experience Significant Dilution...", page
20
18. Because this is the first time you mention the standby equity
distribution agreement with Cornell Capital, please describe the
material terms of the agreement.  Disclose the amount of
securities
that have been issued by Texas Prototypes to Cornell Capital under
this agreement to date, how the number of securities to be issued
will be determined, and the amount of funds available to Texas
Prototypes under this arrangement.
19. Please also disclose whether the company resulting from the
reverse merger, which you state in a press release dated June 17,
2005 will be named TXP Corporation, intends to assume the rights
and
obligations of Texas Prototypes under the standby equity
distribution
agreement after the reverse merger.  In that regard, we note the
disclosure on page 23 that the Texas Prototypes board considered
as a
factor in recommending the merger the importance of having access
to
the $15 million available under the standby equity distribution
agreement.  This appears to imply that the standby equity
distribution agreement will survive the merger.  If this is the
case,
please discuss in greater detail the material terms of the
agreement
and the impact on the shareholders of Stock Market Solutions.

 "If Cornell Capital Sells Part Or All Of Its Shares Of TXP Common
Stock In The
Market...", page 21

"If Cornell Capital Were To Sell A Material Amount of Common
Stock...", page 21
20. Since it does not appear that the common stock of Texas
Prototypes currently is registered or is being traded on the
OTCBB,
please provide additional discussion regarding the risks
identified
here.  Please disclose whether Texas Prototypes currently has any
plans or arrangements to become traded on the OTCBB or to file a
registration statement prior to consummation of the reverse
merger.
Again, please disclose whether TXP Corporation intends to assume
the
rights and obligations of Texas Prototypes under the standby
equity
distribution agreement after the reverse merger, and if so,
whether
TXP Corporation intends to file a registration statement relating
to
this standby equity agreement.

Past Contacts, Transactions or Negotiations, page 23
21. Please disclose whether, prior to the call from Mr. Ratzker in
April 2005, Stock Market Solutions had considered the possibility
of
a merger with or acquisition by another entity.  We note your
disclosure that the Stock Market Solutions board considered as a
factor in recommending the merger with Texas Prototypes the fact
that
no other buyer of its assets or merger partner had been
identified.
Please disclose whether Stock Market Solutions had sought a
possible
merger or combination with entities other than Texas Prototypes
and
disclose any discussions with other potential candidates.
22. Please disclose the relationship between Texas Prototypes and
Cornell Capital and between Stock Market Solutions and Cornell
Capital prior to the merger negotiations.  In that regard, we note
the standby equity distribution agreement whereby Texas Prototypes
may issue up to $15 million in common stock to Cornell Capital,
and
the $2.5 million convertible debentures held by Cornell Capital.
We
also note the standby equity distribution agreement whereby Stock
Market Solutions may issue up to $5 million in common stock to
Cornell Capital, the $240,000 convertible debentures held by
Cornell
Capital, and the $150,000 promissory note held by Cornell Capital
that has been paid off using the proceeds from the equity line.
Please discuss these and other interests and relationships Cornell
Capital has or has had with Texas Prototypes and Stock Market
Solutions.
23. Please provide a materially complete discussion of the
negotiation of the terms of the merger agreement.  Discuss in
relevant detail the significant proposals and any counter-
proposals
made by the parties.  Please discuss the negotiations that led to
the
ultimate terms of the merger, including the 94.7% of the
outstanding
shares of Stock Market Solutions that Texas Prototype shareholders
will hold after the merger.  For example, if applicable, explain
how
the terms in the draft letter of intent varied from the agreement
and
plan of merger and describe the basis on which each set of terms
was
selected.  See paragraph (b)(7) of Item 14.
24. You state on page 23 that the board determined it would be in
the
best interest of the Stock Market Solutions shareholders to
proceed
with the merger based in part on "the terms of the proposed
merger."
Explain specifically what aspects of the terms of the proposed
merger
contributed to this determination.
Special Factors, page 24
25. Please expand the disclosure to discuss in material detail the
Liverpool business, the $150,000 obligation owed to Mr. Smitten by
Stock Market Solutions and how this was negotiated as part of the
merger transaction.  We note that this agreement does not form
part
of your discussion beginning on page 23 regarding the background
of
the merger.
26. We note that you have two sections that appear to be
repetitive,
one titled Terms of the Transaction on page 22, the other titled
Terms of the Merger Agreement on page 24, and which contain
inconsistent information.  You state on page 22 that the current
authorized capital stock of Stock Market Solutions is 50 million
shares of common stock and on page 24 that the number of
authorized
shares of common stock "will not be changed and will remain as 100
million shares. . . ."  Please reconcile and revise for clarity.
Conditions to the Merger, page 26
27. We note the condition that Stock Market Solutions will have no
more than $10,000 in