SECURITIES AND EXCHANGE
                                    COMMISION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Date of Report - August 19, 2005

                       SYSTEMS MANAGEMENT SOLUTIONS, INC.
             (Exact Name of Registrant as Specified in its Charter)

                                     NEVADA
                 (State or Other Jurisdiction of Incorporation)

           333-45210                                 88-0460457
     (Commission File Number)           (IRS Employer Identification Number)

                           7550 IH-10 West, 14th Floor
                            San Antonio, Texas 78229
              (Address of Principal Executive Offices and Zip Code)

                                  210-541-7133
              (Registrant's Telephone Number, Including Area Code)

ITEM 2.01 Results of Audit and Review of Recent Acquisition.

         On April 6, 2005, the Registrant's wholly owned subsidiary named SMSN
Merger Sub, Inc., a Texas corporation merged with SMS Envirofuels, Inc., a Texas
corporation, and the Registrant. Under the terms of such Plan of Merger, the
remaining entity name will be changed to SMS Envirofuels, Inc. To follow are the
results of audit of Years Ended December 31, 2003 and December 31, 2004 and
review of the Quarter Ended March 31, 2005 of SMS Envirofuels, Inc. In addition,
pro forma statements are provided to reflect financial statement effect as if
the merger took place at inception SMS Envirofuels, Inc. SMS Envirofuels, Inc.
has developed a plant to produce bio-diesel from soybean oil and has recently
begun marketing such bio-diesel to distributors and retailers. The Registrant
plans to continue this business with the operating assets of SMS Envirofuels,
Inc. and to expand the production and marketing of the bio-diesel product.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
duly authorized undersigned.




                                       SYSTEMS MANAGEMENT SOLUTION, INC.
                                       (Registrant)

                                       By:  s/Jim Karlak
Date: August 19 , 2005                 President, Chairman of the Board and CEO

<PAGE>

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----



PART I.   FINANCIAL INFORMATION YEARS 2003 AND 2004.........................1


ITEM 1.   FINANCIAL STATEMENTS (AUDITED)....................................1





PART II   FINANCIAL INFORMATION QUARTER ENDED MARCH 31, 2005................7

ITEM 1.   FINANCIAL STATEMENTS (UNAUDITED)..................................7





PART III - PROFORMA FINANCIAL STATEMENTS...................................11




SIGNATURES.................................................................15

<PAGE>

                          PART I. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS (AUDITED)

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
   SMS Envirofuels, Inc.
   (formerly Texas Envirofuels, LLC.)
   San Antonio, Texas

We have audited the accompanying balance sheet of SMS Envirofuels, Inc. as of
December 31, 2004, and the related statements of operations, members' equity,
and cash flows for each of the two years then ended. These financial statements
are the responsibility of SMS Envirofuels' management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of SMS Envirofuels, Inc. as of
December 31, 2004, and the results of its operations and its cash flows for each
of the two years then ended, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the SMS
Envirofuels, Inc. will continue as a going concern. As discussed in Note 3 to
the financial statements, the deficiency in working capital at December 31, 2004
and the operating losses raise substantial doubt about SMS Envirofuels, Inc.'s
ability to continue as a going concern. Management's plans concerning these
matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of these uncertainties.


Malone & Bailey, PC
Houston, Texas
www.malone-bailey.com

August 10, 2005

<PAGE>

                              SMS Envirofuels, Inc.
                        (formerly Texas Envirofuels, LLC)
                                  BALANCE SHEET
                                December 31, 2004

         ASSETS

Current Assets
  Inventory                                                              22,022
  Prepaids                                                                  571
                                                                   ------------
         Total current assets                                            22,593

Fixed Assets
   Property, plant & equipment, net of
     accumulated depreciation of $3,042                                 228,316

                                                                   ------------
         TOTAL ASSETS                                              $    250,909
                                                                   ============

         LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Accounts payable                                                 $     18,660
  Accounts payable - related party                                       51,000
  Accrued interest-related party                                        113,353
  Notes payable - related party                                       1,281,380
                                                                   ------------
         Total Current Liabilities                                    1,464,393
                                                                   ------------

Members' Equity                                                      (1,213,484)

                                                                   ------------
         TOTAL LIABILITIES AND MEMBERS' EQUITY                     $    250,909
                                                                   ============

          See accompanying summary of accounting policies and notes to
                              financial statements.


                                      F-1

<PAGE>

                              SMS Envirofuels, Inc.
                        (formerly Texas Envirofuels, LLC)
                      STATEMENTS OF OPERATIONS AND MEMBERS'
           EQUITY Years Ended December 31, 2004 and December 31, 2003





                                                      2004             2003
                                                  ------------     ------------

Sales                                             $      7,501     $     24,935

                                                  ------------     ------------

General and administrative                            (177,821)        (137,560)
Research and development                              (471,332)        (445,409)
                                                  ------------     ------------
   Total operating expenses                           (649,153)        (582,969)
                                                  ------------     ------------
   Net Operating Loss                                 (641,652)        (558,034)

Interest expense                                       (89,084)         (24,714)
                                                  ------------     ------------
         Net Loss                                 $   (730,736)    $   (582,748)

Beginning Members' Equity                             (482,748)               -
Members' Contributions                                       -          100,000
                                                  ------------     ------------
Ending Members' Equity                            $ (1,213,484)    $   (482,748)
                                                  ============     ============

          See accompanying summary of accounting policies and notes to
                              financial statements.


                                      F-2

<PAGE>

                              SMS Envirofuels, Inc.
                        (formerly Texas Envirofuels, LLC)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               Years Ended December 31, 2004 and December 31, 2003




                                                      2004             2003
                                                  ------------     ------------
Cash Flows From Operating Activities
  Net income (loss)                               $   (730,736)    $   (582,748)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
    Depreciation and amortization                        2,815              227
    Changes in:
         Other current assets                             (571)               -
         Accounts payable                               18,660                -
         Inventory                                     (22,022)               -
         Accounts payable-Related Party                 51,000                -
         Accrued expenses-Related Party                 88,640           24,713
                                                  ------------     ------------
  Net Cash Used In Operating Activities               (592,214)        (557,808)
                                                  ------------     ------------
Cash Flows From Investing Activities
  Purchase of fixed assets                            (146,434)         (84,924)
                                                   ------------     ------------
  Net Cash Used In Investing Activities               (146,434)         (84,924)
                                                  ------------     ------------
Cash Flows From Financing Activities
  Proceeds from member loans                           738,561          542,819
  Proceeds from member contributions                         -          100,000
                                                  ------------     ------------
  Net Cash Provided By Financing Activities            738,561          642,819
                                                  ------------     ------------
Net change in cash                                         (87)              87
Cash at beginning of year                                   87                -
                                                  ------------     ------------
Cash at end of year                               $          -     $         87
                                                  ============     ============

Supplemental disclosure:
         Income taxes paid                       $          --     $         --
         Interest paid                                      --               --


                 See   accompanying summary of accounting policies and notes to
                       financial statements.


                                      F-3

<PAGE>

                              SMS ENVIROFUELS,INC.
                        (formerly Texas Envirofuels, LLC)
                          NOTES TO FINANCIAL STATEMENTS



Note 1 Organization and Nature of Operations


SMS Envirofuels, Inc. ("SMSE") was originally organized as Envirofuels, LLC
under Wyoming State laws on August 26, 2003. In February 2004, the State of
Texas certified the application of Envirofuels, L.L.C. to do business in the
State of Texas under the name of Texas Envirofuels, LLC. In February 2005, the
Secretary of State for Texas issued a Certificate of Conversion for Texas
Envirofuels, LLC to convert to SMS Envirofuels, Inc. effectively converting the
Wyoming L.L.C. to a Texas Corporation and authorizing 1,000 shares of common
stock with a par value of $0.10.

On April 6, 2005, Systems Management Solutions, Inc.("SMS") acquired all of the
outstanding stock of SMS Envirofuels, Inc., a Texas corporation, in exchange for
1,444,444 shares of its common stock. The acquisition was accounted for under
the pooling method due to the fact that a majority shareholder of SMSE is also a
majority shareholder of SMS. All of the assets, liabilities, profit and loss of
SMS are combined with SMSE as if the companies have been consolidated from their
inception.

SMSE is a manufacturer and seller of Biodiesel, an alternative fuel for diesel
engines derived from vegetable oils. The corporate headquarters are located in
San Antonio, Texas while the manufacturing facility is located in Poteet, Texas,
approximately 20 miles south of San Antonio. Currently, SMSE is selling grade
B100 Biodiesel, produced from soybean oil and methanol, to a single distributor
located in Dallas/FW, Texas area. SMSE intends to capitalize on the current
federal subsidy programs available for Biodiesel production and expand its
customer base and manufacturing capabilities.




Note 2 Summary of Significant Accounting Policies

Cash Equivalents. Highly liquid investments with original maturities of three
months or less are considered cash equivalents. There were no cash equivalents
as of December 31, 2004.

Revenue Recognition. SMSE recognizes revenue from sales of Biodiesel fuel when
the earning process is complete and the risks and rewards of ownership have
transferred to the customer. Service revenues are recognized as services are
provided.

Allowance for Doubtful Accounts. SMSE analyzes current accounts receivable for
an allowance for doubtful accounts based on historical bad debt, customer
credit-worthiness, the current business environment and historical experience
with the customer. The allowance includes specific reserves for accounts where
collection is deemed to be no longer probable.

Inventory: SMSE tracks its inventory and values it using the First In First Out
(FIFO) method. Raw Materials are procured and upon processing flow directly into
the Finished Goods account. The entire process takes approximately 12-13 hours
and therefore the need for movement in and out a WIP accounts is not
cost-beneficial.

Property and equipment are stated on the basis of historical cost less
accumulated depreciation. Depreciation is provided using the straight-line
method over the estimated useful lives of the assets. Major renewals and
improvements are capitalized, while minor replacements, maintenance, and repairs
are charged to current operations.

Long-lived Assets. Property and equipment are stated on the basis of historical
cost less accumulated depreciation. Depreciation is provided using the
straight-line method over the estimated useful lives of the assets. Major
renewals and improvements are capitalized, while minor replacements,
maintenance, and repairs are charged to current operations. The costs associated
with the development of the Plant's Processing system are accumulating and will
begin to be depreciated when the system is fully operational.

                                       F-4

<PAGE>

Research and Development. SMSE expenses research and development costs as
incurred. Research and development costs expensed in the periods ended December
31, 2003 and December 31, 2004 are $445,499 and $471,332 respectively.

Income taxes. Through December 31, 2004, SMSE was a limited liability company
(Texas Envirofuels, LLC). Federal and state income taxes are not payable by, or
provided for, the limited liability company. Members of Texas Envirofuels, LLC
are taxed individually on their share of partnership earnings.

Use of Estimates in Financial Statement Preparation. The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.


Recently Issued Accounting Pronouncements. SMSE does not expect the adoption of
recently issued accounting pronouncements to have a significant impact on their
financial position, results of operations or cash flow.


Note 3 Going Concern

SMSE incurred a net loss of $582,748 and $730,736 for the years ended December
31, 2003 and December 31, 2004 respectively, and has a negative working capital
of $1,441,800 as of December 31, 2004. These conditions create an uncertainty as
to SMSE's ability to continue as a going concern. Management is trying to raise
additional capital through sales of common stock as well as seeking financing
from third parties. The financial statements do not include any adjustments that
might be necessary if SMSE is unable to continue as a going concern.


Note 4 Property and Equipment

Property and equipment as of December 31, 2004 consisted of the following:

<TABLE>
<CAPTION>
                                    Depreciation
                                        Lives                        Cost
                                 ------------------               ----------
<S>                              <C>                              <C>
Plant Processing System                          10               $  161,055
Plant Storage Tanks                              20                   14,835
Leasehold Improvements                           10                   50,498
Plant Equipment                                  07                    4,000
Furniture                                        05                      970
                                                                  ----------
                                                                     231,358
                               Less Accumulated Depreciation          (3,042)
                                                                  ----------
                                                                  $  228,316
                                                                  ==========
</TABLE>


Note 5 Related Party Line of Credit


As of December 31, 2004, the SMSE owes $1,281,380 to United Mangers Group, Inc.
("UMG"), the primary source of funding and a majority stockholder in SMSE's
parent company SMS. There exists two promissory notes of $1,000,000 each issued
by SMSE to UMG. The notes bear interest at 10% and are secured by all of the
assets of SMSE and mature on August 10, 2006.


                                       F-5

<PAGE>

Note 6  Related Party Commitments and Contingencies

SMSE is party to a manufacturing site operating lease agreement with a related
party for a term expiring on April 30, 2013. The minimum annual lease payments
are summarized as follows:
                                                           Lease
                  12 Months Ending                     Payments Due
                  ----------------                     ------------
                  December 31, 2005                    $     72,000
                  December 31, 2006                          72,000
                  December 31, 2007                          72,000
                  December 31, 2008                          72,000
                  December 31, 2009                          72,000
                                                       ------------
                                                       $    360,000
                                                       ============




Note  7  Other Related Party Transactions


The corporate headquarters of SMSE are located in the lease space of a wholly
owned subsidiary of its parent, SMS.




Note  8  Subsequent Event

On April 6, 2005, the SMSE was acquired by SMS. The merger agreement called for
the exchange of 1,444,444 shares of common stock from SMS for 100% of the common
stock of the SMSE. The purchase will be accounted for using the Pooling of
Interest Method due to fact that there exists a common majority ownership. SMS's
majority shareholder is also the majority shareholder of SMSE.








                                       F-6

<PAGE>

                         PART II. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

                              SMS ENVIROFUELS, INC.
                        (Formerly Texas Envirofuels, LLC)
                                  BALANCE SHEET
                                 March 31, 2005
                                   (Unaudited)

         ASSETS

Current Assets
  Accounts Receivable                                              $     25,648
  Inventory                                                               9,447
  Prepaids                                                                  229
                                                                   ------------
         Total current assets                                            35,324

Fixed Assets
   Property, plant & equipment, net of
     accumulated depreciation of $5,000                                 267,935

                                                                   ------------
         TOTAL ASSETS                                              $    303,259
                                                                   ============

         LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Accounts payable                                                 $     27,174
  Accounts payable - related party                                       69,000
  Accrued interest - related party                                      154,548
  Notes payable - related party                                       1,448,158
                                                                   ------------
         Total Current Liabilities                                    1,698,880
                                                                   ------------



Stockholders' Deficit
    Common stock, $.10 par value, 1,000 shares authorized,
         issued and outstanding                                             100
   Additional Paid-in Capital                                            99,900
   Accumulated deficit                                               (1,495,621)
                                                                   ------------
         Total Stockholders' Deficit                                 (1,395,621)
                                                                   ------------
         TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT               $    303,259
                                                                   ============

          See accompanying summary of accounting policies and notes to
                              financial statements.


                                      F-7

<PAGE>

                              SMS ENVIROFUELS, INC.
                        (Formerly Texas Envirofuels, LLC)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
          For the Three Months Ended March 31, 2005 and March 31, 2004
                                   (Unaudited)





                                                      2005             2004
                                                  ------------     ------------

Sales                                             $     41,982    $           -

                                                  ------------     ------------

General and administrative                            (190,649)         (26,885)
Research and Development                                     -         (159,547)
                                                  ------------     ------------
   Total operating expenses                           (190,649)        (186,432)
                                                  ------------     ------------
   Net Operating Loss                                 (148,667)        (186,432)

Interest expense                                       (33,470)         (15,347)
                                                  ------------     ------------
         NET LOSS                                 $   (182,137)    $   (201,779)
                                                  ============     ============

Basic and diluted loss
         per share                                $       (182)    $          -

Weighted average shares
         outstanding                                     1,000                -



          See accompanying summary of accounting policies and notes to
                              financial statements.


                                      F-8

<PAGE>

                              SMS ENVIROFUELS, INC.
                        (Formerly Texas Envirofuels, LLC)
                      CONSOLIDATED STATEMENTS OF CASH FLOW
          For the Three Months Ended March 31, 2005 and March 31, 2004
                                   (Unaudited)




                                                  2005            2004
                                              ------------    ------------
Cash Flows From Operating Activities
  Net income (loss)                           $   (182,137)   $   (201,779)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
    Depreciation and amortization                    1,731              89
    Changes in:
         Other current assets                          342            (143)
         Accounts receivable                       (25,648)             --
         Accounts payable                            8,516             515
         Inventory                                  12,575          (5,505)
         Accounts payable-related party             59,196              --
         Accrued expenses-related party                 --          22,160
                                              ------------    ------------
  Net Cash Used In Operating Activities           (125,425)       (184,663)
                                              ------------    ------------
Cash Flows From Investing Activities
  Purchase of fixed assets                         (41,350)             --
                                              ------------    ------------
  Net Cash Used In Investing Activities            (41,350)             --
                                              ------------    ------------
Cash Flows From Financing Activities
  Proceeds from shareholder loans                  166,775         184,641
                                              ------------    ------------
  Net Cash Provided By Financing Activities        166,775         184,641
                                              ------------    ------------
Net change in cash                                      --             (22)
Cash at beginning of year                               --              87
                                              ------------    ------------
Cash at end of year                           $         --    $         65
                                              ============    ============

Supplemental disclosure:
         Income taxes paid                    $         --    $         --
         Interest paid                                  --              --


          See accompanying summary of accounting policies and notes to
                              financial statements.


                                      F-9

<PAGE>

                              SMS ENVIROFUELS,INC.
                          NOTES TO FINANCIAL STATEMENTS



Note 1 Basis of Presentations

The accompanying unaudited interim financial statements of SMS Envirofuels, Inc.
have been prepared in accordance with accounting principles generally accepted
in the United States of America and the rules of the Securities and Exchange
Commission ("SEC"), and should be read in conjunction with the audited financial
statements and notes thereto contained in the Company's financial statements
filed with the SEC on this Form 8-K. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim
periods presented have been reflected herein. The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the full year. Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited financial statements for the
most recent fiscal year 2004 as reported in this Form 8-K, have been omitted.








                                      F-10

<PAGE>

                    PART III. PROFORMA FINANCIAL INFORMATION


ITEM 1. PROFORMA FINANCIAL STATEMENTS (UNAUDITED)

PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)

The following pro forma financial statements has been derived from the financial
statements of System Management Solutions, Inc. ("SMS") at March 31, 2005,
December 31, 2004 and June 30, 2004 and adjusts such information to give effect
to the acquisition of SMS Envirofuels, Inc. ("SMSE"), a Texas corporation, as if
the acquisition had occurred at March 31, 2005 for the pro forma consolidated
condensed balance sheet and as of the beginning of the period for each of the
pro forma consolidated condensed income statements. The pro forma financial
statements are presented for informational purposes only and do not purport to
be indicative of the financial condition that would have resulted if the
acquisition had been consummated at March 31, 2005 or earlier. The pro forma
financial statements should be read in conjunction with the notes thereto and
the Company's consolidated financial statements and related notes thereto
contained in the Company's latest annual report filed with the SEC.



March 31, 2005 Pro forma Consolidated Condensed Balance Sheet:

<TABLE>
<CAPTION>
                                            03/31/05           03/31/05                                03/31/05
                                               SMS               SMSE            Adjustments           Pro-Forma
                                           ------------       -----------                             ------------
<S>                                        <C>                <C>             <C>                     <C>
Current Assets
    Cash                                   $      9,345                 -                             $      9,345
    Accounts receivable,
      net of allowance                           36,605            25,648                                   62,253
    Other Receivable                                  -                 -                                        -
    Inventory                                         -             9,447                                    9,447
    Prepaid expenses                              4,375               229                                    4,604
                                           ------------       -----------                             ------------
      Total Current Assets                       50,325            35,324                                   85,649
                                           ------------       -----------                             ------------
Property and equipment, net                      93,281           267,935                                  361,216
Other Assets
    Deposit                                           -                 -                                        -
                                           ------------       -----------                             ------------
                                           $    143,606       $   303,259                             $    446,865
                                           ============       ===========                             ============
</TABLE>




                                      F-11

<PAGE>

March 31, 2005 Pro forma Consolidated Condensed Balance Sheet (Cont.):


<TABLE>
<CAPTION>
                                            03/31/05          03/31/05                                 03/31/05
                                               SMS              SMSE             Adjustments           Pro-Forma
                                           ------------       -----------       ------------         ------------
<S>                                        <C>                <C>               <C>                  <C>
Current Liabilities
    Accounts payable and
      accrued expenses                          357,031            27,174                                  384,205
    Accounts payable - related
      party                                           -           223,548                                  223,548
    Note payable - related
      party                                     570,026         1,448,158                                2,018,184
    Note payable                                      -                 -                                        -
    Other                                             -                 -                                        -
                                           ------------       -----------                             ------------
  Total Current Liabilities                     927,057         1,698,880                                2,625,937
                                           ------------       -----------                             ------------

Preferred stock, $.0001 par
    value; 5,000,000 shares
    authorized, none outstanding
Series A Cumulative Convertible
    Preferred Stock, $.0001 par
    value, 60,0000 shares authorized,
    no shares issued and outstanding                  -                 -                                        -
Series B Cumulative Convertible Preferred
    Stock, $.0001 par value, 50,0000
    shares authorized, no shares
    issued and outstanding                            -                 -                                        -
Common stock, $.10 par value, 1,000
    Shares authorized, issued
    and outstanding                                   -               100  (1)            (100)                  -
Common stock, $.0001 par
    value; authorized
    100,000,000 shares;
    19,195,942 outstanding                        1,919                 -  (1)             145               2,064
    Paid in capital                          19,259,250            99,900  (1)             (45)         19,359,105

    Accumulated Deficit                     (20,044,620)       (1,495,621)                             (21,540,241)
                                           ------------       -----------                             ------------
                                               (783,451)       (1,395,621)                              (2,179,072)
                                           ------------       -----------                             ------------
                                           $    143,606       $   303,259                             $    446,865
                                           ============       ===========                             ============
</TABLE>





                                      F-12

<PAGE>

2005 Quarter Ended March 31 Pro Forma Consolidated Condensed Income Statement:

<TABLE>
<CAPTION>
                                         For the 3       For the 3
                                       Months Ended     Months Ended
                                         03/31/05         03/31/05                                  03/31/05
                                           SMS              SMSE            Adjustments             Pro-Forma
                                       ------------      ----------        ------------            ------------
<S>                                    <C>               <C>               <C>                     <C>
Revenue                                $     52,269      $   41,982                                $     94,251

General and
   administrative                          (667,684)       (190,649)                                   (858,333)
                                       ------------      ----------                                ------------
Net Operating Loss                         (615,415)       (148,667)                                   (764,082)

Interest income                                   -               -                                           -
Interest expense                            (54,862)        (33,470)                                    (88,332)
                                       ------------      ----------                                ------------
NET LOSS                               $   (670,277)     $ (182,137)                               $   (852,414)
                                       ============      ==========                                ============

Basic and diluted
   loss per share                      $      (0.09)                                               $      (0.09)

Weigted average shares
   Outstandins                            7,566,609                           1,444,444               9,011,053
</TABLE>


2004 Pro Forma Consolidated Condensed Income Statement:

<TABLE>
<CAPTION>
                                          For the 6       For the 12
                                         Months Ended    Months Ended
                                           12/31/04         12/31/04                              12/31/04
                                              SMS             SMSE           Adjustments          Pro-Forma
                                          ------------    ------------       ------------        ------------

<S>                                       <C>            <C>                 <C>                 <C>
Revenue                                   $     68,792   $     7,501                             $     76,293

General and
   administrative                            1,301,104       177,821                                1,478,925
Research and Development                             -       471,332                                  471,332

                                          ------------    ----------                             ------------
Total operating expenses                     1,301,104       649,153                                1,950,257
                                          ------------    ----------                             ------------
Net Operating Loss                          (1,232,312)     (641,652)                              (1,873,964)

Interest income                                  2,452             -                                    2,452
Interest expense                               (76,557)      (89,084)                                (165,641)
                                          ------------    ----------                             ------------
NET LOSS                                  $ (1,306,417)   $ (730,736)                            $ (2,037,153)
                                          ============    ==========                             ============

Basic and diluted
   loss per share                         $      (0.23)                                          $      (0.27)

Weigted average shares
   Outstandins                               6,094,542                          1,444,444           7,538,986
</TABLE>

                                      F-13

<PAGE>

2003 Pro Forma Consolidated Condensed Income Statement:

<TABLE>
<CAPTION>
                                        For the 12          For the 12
                                       Months Ended        Months Ended
                                         06/30/04             12/31/03                                   12/31/03
                                            SMS                 SMSE             Adjustments             Pro-Forma
                                       ------------         ------------        ------------            ------------
<S>                                     <C>                 <C>                 <C>                     <C>
Revenue                                 $     28,515        $     24,935                                $     53,450

Cost of sales                                113,777                   -                                     113,777
                                        ------------        ------------                                ------------
         Gross margin                        (85,262)             24,935                                     (60,327)
                                        ------------        ------------                                ------------

General and administrative                 2,436,753             137,560                                   2,574,313
Research and Development                           -             445,409                                     445,409
Impairment                                 5,271,967                   -                                   5,271,967
                                        ------------        ------------                                ------------
Total operating expenses                   7,708,720             582,969                                   8,291,689
                                        ------------        ------------                                ------------
Net Operating Loss                        (7,793,982)           (558,034)                                 (8,352,016)

Interest income                                    -                   -                                           -
Interest expense                            (401,940)            (24,714)                                   (426,654)
                                        ------------        ------------                                ------------
Loss from continuing
   operations                             (8,195,922)           (582,748)                                 (8,778,670)
Loss from discontinued
   Operations                              2,030,039                   -                                   2,030,039
                                        ------------        ------------                                ------------
NET LOSS                                $ (6,165,883)       $   (582,748)                               $ (6,748,631)
                                        ============        ============                                ============

Basic and diluted
   loss per share                       $      (1.02)                                                   $      (0.90)

Weigted average shares
   Outstandins                             6,067,110                               1,444,444               7,511,544
</TABLE>



NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(1) The Closing Date of the Merger Agreement between Systems Management
Solutions, Inc. ("SMS") and SMS Envirofuels, Inc. ("SMSE") occurred April 6,
2005 . On that date, 1,444,444 shares of SMS common stock were issued to SMSE
shareholders for 1,000 SMSE shares, or 100% of the outstanding stock of SMSE.
The acquisition was accounted for under the pooling of interest method due to
the entities being under common control, where all of SMSE's assets, liabilities
and earnings are combined with SMS's.


                                      F-14

<PAGE>

                                   SIGNATURES

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

Dated: May 6, 2005

                             SYSTEMS MANAGEMENT SOLUTIONS, INC.,
                                a Nevada corporation


                             By: /s/ James Karlak
                                 -----------------------------------------------
                             James Karlak, President and Chief Executive Officer


                             By: /s/ Morris Kunofsky
                                 -----------------------------------------------
                             Morris Kunofsky, Chief Financial Officer










                                      F-15
{"company-data": {"conformed-name": "Systems Management Solutions Inc", "cik": "0001116198", "assigned-sic": "7011", "irs-number": "880460457", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-30803", "film-number": "051049594"}, "business-address": {"street1": "7550 IH-10 WEST,", "street2": "14TH FLOOR", "city": "SAN ANTONIO", "state": "TX", "zip": "78229", "phone": "210-541-7133"}, "mail-address": {"street1": "7550 IH-10 WEST,", "street2": "14TH FLOOR", "city": "SAN ANTONIO", "state": "TX", "zip": "78229"}, "former-company": [{"former-conformed-name": "SUPREME HOLDINGS", "date-changed": "20030213"}, {"former-conformed-name": "SUPREME HOSPITALITY", "date-changed": "20000606"}]}
SECURITIES AND EXCHANGE
                                    COMMISION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Date of Report - August 19, 2005

                       SYSTEMS MANAGEMENT SOLUTIONS, INC.
             (Exact Name of Registrant as Specified in its Charter)

                                     NEVADA
                 (State or Other Jurisdiction of Incorporation)

           333-45210                                 88-0460457
     (Commission File Number)           (IRS Employer Identification Number)

                           7550 IH-10 West, 14th Floor
                            San Antonio, Texas 78229
              (Address of Principal Executive Offices and Zip Code)

                                  210-541-7133
              (Registrant's Telephone Number, Including Area Code)

ITEM 2.01 Results of Audit and Review of Recent Acquisition.

         On April 6, 2005, the Registrant's wholly owned subsidiary named SMSN
Merger Sub, Inc., a Texas corporation merged with SMS Envirofuels, Inc., a Texas
corporation, and the Registrant. Under the terms of such Plan of Merger, the
remaining entity name will be changed to SMS Envirofuels, Inc. To follow are the
results of audit of Years Ended December 31, 2003 and December 31, 2004 and
review of the Quarter Ended March 31, 2005 of SMS Envirofuels, Inc. In addition,
pro forma statements are provided to reflect financial statement effect as if
the merger took place at inception SMS Envirofuels, Inc. SMS Envirofuels, Inc.
has developed a plant to produce bio-diesel from soybean oil and has recently
begun marketing such bio-diesel to distributors and retailers. The Registrant
plans to continue this business with the operating assets of SMS Envirofuels,
Inc. and to expand the production and marketing of the bio-diesel product.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
duly authorized undersigned.

                                       SYSTEMS MANAGEMENT SOLUTION, INC.
                                       (Registrant)

                                       By:  s/Jim Karlak
Date: August 19 , 2005                 President, Chairman of the Board and CEO
TABLE OF CONTENTS

                                                                           Page
                                                                           ----

PART I.   FINANCIAL INFORMATION YEARS 2003 AND 2004.........................1

ITEM 1.   FINANCIAL STATEMENTS (AUDITED)....................................1

PART II   FINANCIAL INFORMATION QUARTER ENDED MARCH 31, 2005................7

ITEM 1.   FINANCIAL STATEMENTS (UNAUDITED)..................................7

PART III - PROFORMA FINANCIAL STATEMENTS...................................11

SIGNATURES.................................................................15
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (AUDITED)

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
   SMS Envirofuels, Inc.
   (formerly Texas Envirofuels, LLC.)
   San Antonio, Texas

We have audited the accompanying balance sheet of SMS Envirofuels, Inc. as of
December 31, 2004, and the related statements of operations, members' equity,
and cash flows for each of the two years then ended. These financial statements
are the responsibility of SMS Envirofuels' management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of SMS Envirofuels, Inc. as of
December 31, 2004, and the results of its operations and its cash flows for each
of the two years then ended, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the SMS
Envirofuels, Inc. will continue as a going concern. As discussed in Note 3 to
the financial statements, the deficiency in working capital at December 31, 2004
and the operating losses raise substantial doubt about SMS Envirofuels, Inc.'s
ability to continue as a going concern. Management's plans concerning these
matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of these uncertainties.

Malone & Bailey, PC
Houston, Texas
www.malone-bailey.com

August 10, 2005
SMS Envirofuels, Inc.
                        (formerly Texas Envirofuels, LLC)
                                  BALANCE SHEET
                                December 31, 2004

         ASSETS

Current Assets
  Inventory                                                              22,022
  Prepaids                                                                  571
                                                                   ------------
         Total current assets                                            22,593

Fixed Assets
   Property, plant & equipment, net of
     accumulated depreciation of $3,042                                 228,316

                                                                   ------------
         TOTAL ASSETS                                              $    250,909
                                                                   ============

         LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Accounts payable                                                 $     18,660
  Accounts payable - related party                                       51,000
  Accrued interest-related party                                        113,353
  Notes payable - related party                                       1,281,380
                                                                   ------------
         Total Current Liabilities                                    1,464,393
                                                                   ------------

Members' Equity                                                      (1,213,484)

                                                                   ------------
         TOTAL LIABILITIES AND MEMBERS' EQUITY                     $    250,909
                                                                   ============

          See accompanying summary of accounting policies and notes to
                              financial statements.

                                      F-1
SMS Envirofuels, Inc.
                        (formerly Texas Envirofuels, LLC)
                      STATEMENTS OF OPERATIONS AND MEMBERS'
           EQUITY Years Ended December 31, 2004 and December 31, 2003

                                                      2004             2003
                                                  ------------     ------------

Sales                                             $      7,501     $     24,935

                                                  ------------     ------------

General and administrative                            (177,821)        (137,560)
Research and development                              (471,332)        (445,409)
                                                  ------------     ------------
   Total operating expenses                           (649,153)        (582,969)
                                                  ------------     ------------
   Net Operating Loss                                 (641,652)        (558,034)

Interest expense                                       (89,084)         (24,714)
                                                  ------------     ------------
         Net Loss                                 $   (730,736)    $   (582,748)

Beginning Members' Equity                             (482,748)               -
Members' Contributions                                       -          100,000
                                                  ------------     ------------
Ending Members' Equity                            $ (1,213,484)    $   (482,748)
                                                  ============     ============

          See accompanying summary of accounting policies and notes to
                              financial statements.

                                      F-2
SMS Envirofuels, Inc.
                        (formerly Texas Envirofuels, LLC)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               Years Ended December 31, 2004 and December 31, 2003

                                                      2004             2003
                                                  ------------     ------------
Cash Flows From Operating Activities
  Net income (loss)                               $   (730,736)    $   (582,748)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
    Depreciation and amortization                        2,815              227
    Changes in:
         Other current assets                             (571)               -
         Accounts payable                               18,660                -
         Inventory                                     (22,022)               -
         Accounts payable-Related Party                 51,000                -
         Accrued expenses-Related Party                 88,640           24,713
                                                  ------------     ------------
  Net Cash Used In Operating Activities               (592,214)        (557,808)
                                                  ------------     ------------
Cash Flows From Investing Activities
  Purchase of fixed assets                            (146,434)         (84,924)
                                                   ------------     ------------
  Net Cash Used In Investing Activities               (146,434)         (84,924)
                                                  ------------     ------------
Cash Flows From Financing Activities
  Proceeds from member loans                           738,561          542,819
  Proceeds from member contributions                         -          100,000
                                                  ------------     ------------
  Net Cash Provided By Financing Activities            738,561          642,819
                                                  ------------     ------------
Net change in cash                                         (87)              87
Cash at beginning of year                                   87                -
                                                  ------------     ------------
Cash at end of year                               $          -     $         87
                                                  ============     ============

Supplemental disclosure:
         Income taxes paid                       $          --     $         --
         Interest paid                                      --               --

                 See   accompanying summary of accounting policies and notes to
                       financial statements.

                                      F-3
SMS ENVIROFUELS,INC.
                        (formerly Texas Envirofuels, LLC)
                          NOTES TO FINANCIAL STATEMENTS

Note 1 Organization and Nature of Operations

SMS Envirofuels, Inc. ("SMSE") was originally organized as Envirofuels, LLC
under Wyoming State laws on August 26, 2003. In February 2004, the State of
Texas certified the application of Envirofuels, L.L.C. to do business in the
State of Texas under the name of Texas Envirofuels, LLC. In February 2005, the
Secretary of State for Texas issued a Certificate of Conversion for Texas
Envirofuels, LLC to convert to SMS Envirofuels, Inc. effectively converting the
Wyoming L.L.C. to a Texas Corporation and authorizing 1,000 shares of common
stock with a par value of $0.10.

On April 6, 2005, Systems Management Solutions, Inc.("SMS") acquired all of the
outstanding stock of SMS Envirofuels, Inc., a Texas corporation, in exchange for
1,444,444 shares of its common stock. The acquisition was accounted for under
the pooling method due to the fact that a majority shareholder of SMSE is also a
majority shareholder of SMS. All of the assets, liabilities, profit and loss of
SMS are combined with SMSE as if the companies have been consolidated from their
inception.

SMSE is a manufacturer and seller of Biodiesel, an alternative fuel for diesel
engines derived from vegetable oils. The corporate headquarters are located in
San Antonio, Texas while the manufacturing facility is located in Poteet, Texas,
approximately 20 miles south of San Antonio. Currently, SMSE is selling grade
B100 Biodiesel, produced from soybean oil and methanol, to a single distributor
located in Dallas/FW, Texas area. SMSE intends to capitalize on the current
federal subsidy programs available for Biodiesel production and expand its
customer base and manufacturing capabilities.

Note 2 Summary of Significant Accounting Policies

Cash Equivalents. Highly liquid investments with original maturities of three
months or less are considered cash equivalents. There were no cash equivalents
as of December 31, 2004.

Revenue Recognition. SMSE recognizes revenue from sales of Biodiesel fuel when
the earning process is complete and the risks and rewards of ownership have
transferred to the customer. Service revenues are recognized as services are
provided.

Allowance for Doubtful Accounts. SMSE analyzes current accounts receivable for
an allowance for doubtful accounts based on historical bad debt, customer
credit-worthiness, the current business environment and historical experience
with the customer. The allowance includes specific reserves for accounts where
collection is deemed to be no longer probable.

Inventory: SMSE tracks its inventory and values it using the First In First Out
(FIFO) method. Raw Materials are procured and upon processing flow directly into
the Finished Goods account. The entire process takes approximately 12-13 hours
and therefore the need for movement in and out a WIP accounts is not
cost-beneficial.

Property and equipment are stated on the basis of historical cost less
accumulated depreciation. Depreciation is provided using the straight-line
method over the estimated useful lives of the assets. Major renewals and
improvements are capitalized, while minor replacements, maintenance, and repairs
are charged to current operations.

Long-lived Assets. Property and equipment are stated on the basis of historical
cost less accumulated depreciation. Depreciation is provided using the
straight-line method over the estimated useful lives of the assets. Major
renewals and improvements are capitalized, while minor replacements,
maintenance, and repairs are charged to current operations. The costs associated
with the development of the Plant's Processing system are accumulating and will
begin to be depreciated when the system is fully operational.

                                       F-4
Research and Development. SMSE expenses research and development costs as
incurred. Research and development costs expensed in the periods ended December
31, 2003 and December 31, 2004 are $445,499 and $471,332 respectively.

Income taxes. Through December 31, 2004, SMSE was a limited liability company
(Texas Envirofuels, LLC). Federal and state income taxes are not payable by, or
provided for, the limited liability company. Members of Texas Envirofuels, LLC
are taxed individually on their share of partnership earnings.

Use of Estimates in Financial Statement Preparation. The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements. SMSE does not expect the adoption of
recently issued accounting pronouncements to have a significant impact on their
financial position, results of operations or cash flow.

Note 3 Going Concern

SMSE incurred a net loss of $582,748 and $730,736 for the years ended December
31, 2003 and December 31, 2004 respectively, and has a negative working capital
of $1,441,800 as of December 31, 2004. These conditions create an uncertainty as
to SMSE's ability to continue as a going concern. Management is trying to raise
additional capital through sales of common stock as well as seeking financing
from third parties. The financial statements do not include any adjustments that
might be necessary if SMSE is unable to continue as a going concern.

Note 4 Property and Equipment

Property and equipment as of December 31, 2004 consisted of the following:
Depreciation
                                        Lives                        Cost
                                 ------------------               ----------
Plant Processing System                          10               $  161,055
Plant Storage Tanks                              20                   14,835
Leasehold Improvements                           10                   50,498
Plant Equipment                                  07                    4,000
Furniture                                        05                      970
                                                                  ----------
                                                                     231,358
                               Less Accumulated Depreciation          (3,042)
                                                                  ----------
                                                                  $  228,316
                                                                  ==========
Note 5 Related Party Line of Credit

As of December 31, 2004, the SMSE owes $1,281,380 to United Mangers Group, Inc.
("UMG"), the primary source of funding and a majority stockholder in SMSE's
parent company SMS. There exists two promissory notes of $1,000,000 each issued
by SMSE to UMG. The notes bear interest at 10% and are secured by all of the
assets of SMSE and mature on August 10, 2006.

                                       F-5
Note 6  Related Party Commitments and Contingencies

SMSE is party to a manufacturing site operating lease agreement with a related
party for a term expiring on April 30, 2013. The minimum annual lease payments
are summarized as follows:
                                                           Lease
                  12 Months Ending                     Payments Due
                  ----------------                     ------------
                  December 31, 2005                    $     72,000
                  December 31, 2006                          72,000
                  December 31, 2007                          72,000
                  December 31, 2008                          72,000
                  December 31, 2009                          72,000
                                                       ------------
                                                       $    360,000
                                                       ============

Note  7  Other Related Party Transactions

The corporate headquarters of SMSE are located in the lease space of a wholly
owned subsidiary of its parent, SMS.

Note  8  Subsequent Event

On April 6, 2005, the SMSE was acquired by SMS. The merger agreement called for
the exchange of 1,444,444 shares of common stock from SMS for 100% of the common
stock of the SMSE. The purchase will be accounted for using the Pooling of
Interest Method due to fact that there exists a common majority ownership. SMS's
majority shareholder is also the majority shareholder of SMSE.

                                       F-6
PART II. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

                              SMS ENVIROFUELS, INC.
                        (Formerly Texas Envirofuels, LLC)
                                  BALANCE SHEET
                                 March 31, 2005
                                   (Unaudited)

         ASSETS

Current Assets
  Accounts Receivable                                              $     25,648
  Inventory                                                               9,447
  Prepaids                                                                  229
                                                                   ------------
         Total current assets                                            35,324

Fixed Assets
   Property, plant & equipment, net of
     accumulated depreciation of $5,000                                 267,935

                                                                   ------------
         TOTAL ASSETS                                              $    303,259
                                                                   ============

         LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Accounts payable                                                 $     27,174
  Accounts payable - related party                                       69,000
  Accrued interest - related party                                      154,548
  Notes payable - related party                                       1,448,158
                                                                   ------------
         Total Current Liabilities                                    1,698,880
                                                                   ------------

Stockholders' Deficit
    Common stock, $.10 par value, 1,000 shares authorized,
         issued and outstanding                                             100
   Additional Paid-in Capital                                            99,900
   Accumulated deficit                                               (1,495,621)
                                                                   ------------
         Total Stockholders' Deficit                                 (1,395,621)
                                                                   ------------
         TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT               $    303,259
                                                                   ============

          See accompanying summary of accounting policies and notes to
                              financial statements.

                                      F-7
SMS ENVIROFUELS, INC.
                        (Formerly Texas Envirofuels, LLC)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
          For the Three Months Ended March 31, 2005 and March 31, 2004
                                   (Unaudited)

                                                      2005             2004
                                                  ------------     ------------

Sales                                             $     41,982    $           -

                                                  ------------     ------------

General and administrative                            (190,649)         (26,885)
Research and Development                                     -         (159,547)
                                                  ------------     ------------
   Total operating expenses                           (190,649)        (186,432)
                                                  ------------     ------------
   Net Operating Loss                                 (148,667)        (186,432)

Interest expense                                       (33,470)         (15,347)
                                                  ------------     ------------
         NET LOSS                                 $   (182,137)    $   (201,779)
                                                  ============     ============

Basic and diluted loss
         per share                                $       (182)    $          -

Weighted average shares
         outstanding                                     1,000                -

          See accompanying summary of accounting policies and notes to
                              financial statements.

                                      F-8
SMS ENVIROFUELS, INC.
                        (Formerly Texas Envirofuels, LLC)
                      CONSOLIDATED STATEMENTS OF CASH FLOW
          For the Three Months Ended March 31, 2005 and March 31, 2004
                                   (Unaudited)

                                                  2005            2004
                                              ------------    ------------
Cash Flows From Operating Activities
  Net income (loss)                           $   (182,137)   $   (201,779)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
    Depreciation and amortization                    1,731              89
    Changes in:
         Other current assets                          342            (143)
         Accounts receivable                       (25,648)             --
         Accounts payable                            8,516             515
         Inventory                                  12,575          (5,505)
         Accounts payable-related party             59,196              --
         Accrued expenses-related party                 --          22,160
                                              ------------    ------------
  Net Cash Used In Operating Activities           (125,425)       (184,663)
                                              ------------    ------------
Cash Flows From Investing Activities
  Purchase of fixed assets                         (41,350)             --
                                              ------------    ------------
  Net Cash Used In Investing Activities            (41,350)             --
                                              ------------    ------------
Cash Flows From Financing Activities
  Proceeds from shareholder loans                  166,775         184,641
                                              ------------    ------------
  Net Cash Provided By Financing Activities        166,775         184,641
                                              ------------    ------------
Net change in cash                                      --             (22)
Cash at beginning of year                               --              87
                                              ------------    ------------
Cash at end of year                           $         --    $         65
                                              ============    ============

Supplemental disclosure:
         Income taxes paid                    $         --    $         --
         Interest paid                                  --              --

          See accompanying summary of accounting policies and notes to
                              financial statements.

                                      F-9
SMS ENVIROFUELS,INC.
                          NOTES TO FINANCIAL STATEMENTS

Note 1 Basis of Presentations

The accompanying unaudited interim financial statements of SMS Envirofuels, Inc.
have been prepared in accordance with accounting principles generally accepted
in the United States of America and the rules of the Securities and Exchange
Commission ("SEC"), and should be read in conjunction with the audited financial
statements and notes thereto contained in the Company's financial statements
filed with the SEC on this Form 8-K. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim
periods presented have been reflected herein. The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the full year. Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited financial statements for the
most recent fiscal year 2004 as reported in this Form 8-K, have been omitted.

                                      F-10
PART III. PROFORMA FINANCIAL INFORMATION

ITEM 1. PROFORMA FINANCIAL STATEMENTS (UNAUDITED)

PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)

The following pro forma financial statements has been derived from the financial
statements of System Management Solutions, Inc. ("SMS") at March 31, 2005,
December 31, 2004 and June 30, 2004 and adjusts such information to give effect
to the acquisition of SMS Envirofuels, Inc. ("SMSE"), a Texas corporation, as if
the acquisition had occurred at March 31, 2005 for the pro forma consolidated
condensed balance sheet and as of the beginning of the period for each of the
pro forma consolidated condensed income statements. The pro forma financial
statements are presented for informational purposes only and do not purport to
be indicative of the financial condition that would have resulted if the
acquisition had been consummated at March 31, 2005 or earlier. The pro forma
financial statements should be read in conjunction with the notes thereto and
the Company's consolidated financial statements and related notes thereto
contained in the Company's latest annual report filed with the SEC.

March 31, 2005 Pro forma Consolidated Condensed Balance Sheet:
03/31/05           03/31/05                                03/31/05
                                               SMS               SMSE            Adjustments           Pro-Forma
                                           ------------       -----------                             ------------
Current Assets
    Cash                                   $      9,345                 -                             $      9,345
    Accounts receivable,
      net of allowance                           36,605            25,648                                   62,253
    Other Receivable                                  -                 -                                        -
    Inventory                                         -             9,447                                    9,447
    Prepaid expenses                              4,375               229                                    4,604
                                           ------------       -----------                             ------------
      Total Current Assets                       50,325            35,324                                   85,649
                                           ------------       -----------                             ------------
Property and equipment, net                      93,281           267,935                                  361,216
Other Assets
    Deposit                                           -                 -                                        -
                                           ------------       -----------                             ------------
                                           $    143,606       $   303,259                             $    446,865
                                           ============       ===========                             ============
F-11
March 31, 2005 Pro forma Consolidated Condensed Balance Sheet (Cont.):
03/31/05          03/31/05                                 03/31/05
                                               SMS              SMSE             Adjustments           Pro-Forma
                                           ------------       -----------       ------------         ------------
Current Liabilities
    Accounts payable and
      accrued expenses                          357,031            27,174                                  384,205
    Accounts payable - related
      party                                           -           223,548                                  223,548
    Note payable - related
      party                                     570,026         1,448,158                                2,018,184
    Note payable                                      -                 -                                        -
    Other                                             -                 -                                        -
                                           ------------       -----------                             ------------
  Total Current Liabilities                     927,057         1,698,880                                2,625,937
                                           ------------       -----------                             ------------

Preferred stock, $.0001 par
    value; 5,000,000 shares
    authorized, none outstanding
Series A Cumulative Convertible
    Preferred Stock, $.0001 par
    value, 60,0000 shares authorized,
    no shares issued and outstanding                  -                 -                                        -
Series B Cumulative Convertible Preferred
    Stock, $.0001 par value, 50,0000
    shares authorized, no shares
    issued and outstanding                            -                 -                                        -
Common stock, $.10 par value, 1,000
    Shares authorized, issued
    and outstanding                                   -               100  (1)            (100)                  -
Common stock, $.0001 par
    value; authorized
    100,000,000 shares;
    19,195,942 outstanding                        1,919                 -  (1)             145               2,064
    Paid in capital                          19,259,250            99,900  (1)             (45)         19,359,105

    Accumulated Deficit                     (20,044,620)       (1,495,621)                             (21,540,241)
                                           ------------       -----------                             ------------
                                               (783,451)       (1,395,621)                              (2,179,072)
                                           ------------       -----------                             ------------
                                           $    143,606       $   303,259                             $    446,865
                                           ============       ===========                             ============
F-12
2005 Quarter Ended March 31 Pro Forma Consolidated Condensed Income Statement:
For the 3       For the 3
                                       Months Ended     Months Ended
                                         03/31/05         03/31/05                                  03/31/05
                                           SMS              SMSE            Adjustments             Pro-Forma
                                       ------------      ----------        ------------            ------------
Revenue                                $     52,269      $   41,982                                $     94,251

General and
   administrative                          (667,684)       (190,649)                                   (858,333)
                                       ------------      ----------                                ------------
Net Operating Loss                         (615,415)       (148,667)                                   (764,082)

Interest income                                   -               -                                           -
Interest expense                            (54,862)        (33,470)                                    (88,332)
                                       ------------      ----------                                ------------
NET LOSS                               $   (670,277)     $ (182,137)                               $   (852,414)
                                       ============      ==========                                ============

Basic and diluted
   loss per share                      $      (0.09)                                               $      (0.09)

Weigted average shares
   Outstandins                            7,566,609                           1,444,444               9,011,053
2004 Pro Forma Consolidated Condensed Income Statement:
For the 6       For the 12
                                         Months Ended    Months Ended
                                           12/31/04         12/31/04                              12/31/04
                                              SMS             SMSE           Adjustments          Pro-Forma
                                          ------------    ------------       ------------        ------------
Revenue                                   $     68,792   $     7,501                             $     76,293

General and
   administrative                            1,301,104       177,821                                1,478,925
Research and Development                             -       471,332                                  471,332

                                          ------------    ----------                             ------------
Total operating expenses                     1,301,104       649,153                                1,950,257
                                          ------------    ----------                             ------------
Net Operating Loss                          (1,232,312)     (641,652)                              (1,873,964)

Interest income                                  2,452             -                                    2,452
Interest expense                               (76,557)      (89,084)                                (165,641)
                                          ------------    ----------                             ------------
NET LOSS                                  $ (1,306,417)   $ (730,736)                            $ (2,037,153)
                                          ============    ==========                             ============

Basic and diluted
   loss per share                         $      (0.23)                                          $      (0.27)

Weigted average shares
   Outstandins                               6,094,542                          1,444,444           7,538,986
F-13
2003 Pro Forma Consolidated Condensed Income Statement:
For the 12          For the 12
                                       Months Ended        Months Ended
                                         06/30/04             12/31/03                                   12/31/03
                                            SMS                 SMSE             Adjustments             Pro-Forma
                                       ------------         ------------        ------------            ------------
Revenue                                 $     28,515        $     24,935                                $     53,450

Cost of sales                                113,777                   -                                     113,777
                                        ------------        ------------                                ------------
         Gross margin                        (85,262)             24,935                                     (60,327)
                                        ------------        ------------                                ------------

General and administrative                 2,436,753             137,560                                   2,574,313
Research and Development                           -             445,409                                     445,409
Impairment                                 5,271,967                   -                                   5,271,967
                                        ------------        ------------                                ------------
Total operating expenses                   7,708,720             582,969                                   8,291,689
                                        ------------        ------------                                ------------
Net Operating Loss                        (7,793,982)           (558,034)                                 (8,352,016)

Interest income                                    -                   -                                           -
Interest expense                            (401,940)            (24,714)                                   (426,654)
                                        ------------        ------------                                ------------
Loss from continuing
   operations                             (8,195,922)           (582,748)                                 (8,778,670)
Loss from discontinued
   Operations                              2,030,039                   -                                   2,030,039
                                        ------------        ------------                                ------------
NET LOSS                                $ (6,165,883)       $   (582,748)                               $ (6,748,631)
                                        ============        ============                                ============

Basic and diluted
   loss per share                       $      (1.02)                                                   $      (0.90)

Weigted average shares
   Outstandins                             6,067,110                               1,444,444               7,511,544
NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(1) The Closing Date of the Merger Agreement between Systems Management
Solutions, Inc. ("SMS") and SMS Envirofuels, Inc. ("SMSE") occurred April 6,
2005 . On that date, 1,444,444 shares of SMS common stock were issued to SMSE
shareholders for 1,000 SMSE shares, or 100% of the outstanding stock of SMSE.
The acquisition was accounted for under the pooling of interest method due to
the entities being under common control, where all of SMSE's assets, liabilities
and earnings are combined with SMS's.

                                      F-14
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.

Dated: May 6, 2005

                             SYSTEMS MANAGEMENT SOLUTIONS, INC.,
                                a Nevada corporation

                             By: /s/ James Karlak
                                 -----------------------------------------------
                             James Karlak, President and Chief Executive Officer

                             By: /s/ Morris Kunofsky
                                 -----------------------------------------------
                             Morris Kunofsky, Chief Financial Officer

                                      F-15