================================================================================
                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

|X|  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

                For the quarterly period ended September 30, 2005

                                       or

|_| Transition Report Pursuant to Section 13 of 15(d) of the Securities Exchange
    Act of 1934

                For the Transition Period From              to
                                                -----------    -----------

                         Commission File number 0-024828

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


                          SENSOR SYSTEM SOLUTIONS, INC.
        (Exact name of small business issuer as specified in its charter)


             NEVADA                                        98-0226032
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

                            45 Parker Avenue, Suite A
                            Irvine, California 92618

                    (Address of principal executive offices)

                                 (949) 855-6688

                           (Issuer's telephone number)

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

Check whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.

                                 Yes |_| No |X|

              As of November 15, 2005 there were 61,705,019 shares
                          of Common Stock outstanding.

                  Transitional Small Business Disclosure Format

                                 Yes |_| No |X|

================================================================================

<PAGE>
                                      INDEX

PART I.   FINANCIAL INFORMATION (unaudited)

Item 1.   Condensed Consolidated Financial Statements: (unaudited)

          Condensed Consolidated Balance Sheets as of September 30, 2005
          (unaudited) and December 31, 2004.

          Condensed Consolidated Statements of Operations for three months and
          nine months ended September 30, 2005 and 2004 (unaudited)

          Condensed Consolidated Statement of Changes in Stockholders'
          Deficiency for the nine months ended September 30, 2005 (unaudited)

          Condensed Consolidated Statements of Cash Flows for the nine months
          ended September 30, 2005 and 2004 (unaudited)

          Notes to Condensed Consolidated Financial Statements (unaudited)

Item 2.   Management's Discussion and Analysis or Plan of Operation

Item 3.   Controls and Procedures

PART II.  OTHER INFORMATION

Item 1.   Legal Proceeding

Item 2.   Changes in Securities and Small Business Issuer Purchases of Equity
          Securities

Item 3.   Defaults upon Senior Securities

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

Item 5.   Other Information

Item 6.   Exhibits

SIGNATURES

<PAGE>
                                     PART I
                              FINANCIAL INFORMATION


Item 1. Financial Statements.




<PAGE>





                  SENSOR SYSTEM SOLUTIONS, INC. AND SUBSIDIARY

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

            NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)



<PAGE>

                  SENSOR SYSTEM SOLUTIONS, INC. AND SUBSIDIARY



                                    CONTENTS


PAGE   1      CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2005
              (UNAUDITED) AND DECEMBER 31, 2004

PAGE   2      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THREE MONTHS
              AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)

PAGE   3      CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'
              DEFICIENCY FOR NINE MONTHS ENDED SEPTEMBER 30, 2005 (UNAUDITED)

PAGE   4      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR NINE MONTHS
              ENDED SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)

PAGES 5 - 11  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              (UNAUDITED)


<PAGE>



                  SENSOR SYSTEM SOLUTIONS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      As of September 30, 2005 (Unaudited)
                              and December 31, 2004


<TABLE>
<CAPTION>
                                            ASSETS
                                                                                 September 30,
                                                                                     2005          December 31,
   CURRENT ASSETS                                                                 (Unaudited)         2004
                                                                                  -----------      -----------
<S>                                                                               <C>              <C>
    Cash                                                                          $    11,981      $    17,115
    Accounts receivable, net                                                          139,230          100,530
    Inventory                                                                         278,788          220,445
    Prepaids and other current assets                                                  14,148           24,552
                                                                                  -----------      -----------
            Total current assets                                                      444,147          362,642

   Property and equipment, net                                                        255,753          320,717

   Other assets                                                                        54,112           54,112
                                                                                  -----------      -----------

   Total assets                                                                   $   754,012      $   737,471
                                                                                  ===========      ===========
   LIABILITIES AND STOCKHOLDERS' DEFICIENCY

   CURRENT LIABILITIES
    Accounts payable and accrued expenses                                         $ 1,250,821      $   720,817
    Notes payable                                                                     505,347          263,923
    Notes payable, related parties                                                    358,076          718,133
    Current portion of capital lease obligations                                        7,819            7,819
    Current portion of deferred rent concession                                         4,757            5,258
                                                                                  -----------      -----------
            Total current liabilities                                               2,126,820        1,715,950
                                                                                  -----------      -----------

   LONG-TERM LIABILITIES

   Capital lease obligations, net of current portion                                   28,429           34,199
   Deferred rent concession, net of current portion                                     6,514           10,513
                                                                                  -----------      -----------
                                                                                       34,943           44,712
                                                                                  -----------      -----------

   Commitments and contingencies                                                         --               --

   STOCKHOLDERS' DEFICIENCY
    Preferred stock, $.001 par value, 20,000,000
     shares authorized, none outstanding                                                 --               --
    Common stock, $.001 par value, 180,000,000
    shares authorized, 59,279,241 and 3,976,868 shares issued and outstanding          59,279            3,977
    Common stock to be issued (15,404,871 and 7,700,000 shares)                       878,512        2,100,000
    Additional paid-in capital                                                      6,661,002        4,867,790
    Deferred compensation                                                             (39,612)        (186,400)
    Accumulated deficit                                                            (8,966,933)      (7,808,558)
                                                                                  -----------      -----------
            Total stockholders' deficiency                                         (1,407,752)      (1,023,191)
                                                                                  -----------      -----------

   Total liabilities and stockholders' deficiency                                 $   754,012      $   737,471
                                                                                  ===========      ===========
</TABLE>
            See accompanying notes to condensed financial statements.

                                        1
<PAGE>

                  SENSOR SYSTEM SOLUTIONS, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
     For three and nine months ended September 30, 2005 and 2004 (Unaudited)




<TABLE>
<CAPTION>
                                                       For three months ended              For nine months ended
                                                            September 30,                      September 30,
                                                   ------------------------------      ------------------------------
                                                       2005              2004              2005              2004
                                                   ------------      ------------      ------------      ------------
<S>                                                <C>               <C>               <C>               <C>
Sales, net                                         $    347,061      $    161,726      $    855,332      $    465,202

Cost of goods sold                                      191,545           211,701           565,389           423,484
                                                   ------------      ------------      ------------      ------------

Gross profit (loss)                                     155,516           (49,975)          289,943            41,718
                                                   ------------      ------------      ------------      ------------


Operating expenses                                      405,733           355,494         1,169,982           760,810

Amortization of discount on notes payable
  and finance costs                                      86,876           197,267           278,336           415,713
                                                   ------------      ------------      ------------      ------------
     Total operating expenses                           492,609           552,761         1,448,318         1,176,523
                                                   ------------      ------------      ------------      ------------


Net loss                                           $   (337,093)     $   (602,736)     $ (1,158,375)     $ (1,134,805)
                                                   ============      ============      ============      ============

Loss per common share, basic and diluted
                                                   $       (.01)     $       (.01)     $       (.02)     $       (.04)
                                                   ============      ============      ============      ============

Weighted average shares outstanding, basic and
diluted, including effects of in-kind stock
splits.                                              59,279,241        59,279,241        59,279,241        27,896,071
                                                   ============      ============      ============      ============
</TABLE>

            See accompanying notes to condensed financial statements.

                                       2

<PAGE>

                  SENSOR SYSTEM SOLUTIONS, INC. AND SUBSIDIARY
     CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
              For nine months ended September 30, 2005 (Unaudited)



<TABLE>
<CAPTION>
                                       Common Stock               Common Stock to be issued

                                   Shares          Amount          Shares           Amount
                                 -----------     -----------     -----------      -----------
<S>                                <C>           <C>               <C>            <C>
Balance January 1, 2005            3,976,868     $     3,977       7,700,000      $ 2,100,000

Forfeiture of  stock options            --              --              --               --


Compensatory stock issued          7,500,000           7,500      (7,500,000)      (1,800,000)


Warrants exercised by
shareholders from merger          47,802,373          47,802            --               --

Common stock to be issued
for settlement of debt                  --              --        14,793,290          262,500

Common stock to be issued
for settlement of debt                  --              --           411,581          316,012

Intrinsic value of common
stock warrants issued with
note payable                            --              --                               --

Amortization of deferred
Compensation                            --              --                               --

Net loss                                --              --                               --
                                 -----------     -----------     -----------      -----------

Balance September 30, 2005        59,279,241     $    59,279      15,404,871      $   878,512
                                 ===========     ===========     ===========      ===========
</TABLE>

<TABLE>
<CAPTION>
                                   Additional
                                     paid-in         Deferred       Accumulated
                                     capital       compensation       deficit           Total
                                   -----------      -----------      -----------      -----------
<S>                                <C>              <C>              <C>              <C>
Balance January 1, 2005            $ 4,867,790      $  (186,400)     $(7,808,558)     $(1,023,191)

Forfeiture of  stock options          (112,200)         112,200             --               --


Compensatory stock issued            1,792,500             --               --               --


Warrants exercised by
shareholders from merger               (47,802)            --               --               --

Common stock to be issued
for settlement of debt                    --               --               --            262,500

Common stock to be issued
for settlement of debt                    --               --               --            316,012

Intrinsic value of common
stock warrants issued with
note payable                           160,714             --               --            160,714

Amortization of deferred
Compensation                              --             34,588             --             34,588

Net loss                                  --               --         (1,158,375)      (1,158,375)
                                   -----------      -----------      -----------      -----------

Balance September 30, 2005         $ 6,661,002      $   (39,612)     $(8,966,933)     $(1,407,752)
                                   ===========      ===========      ===========      ===========
</TABLE>

            See accompanying notes to condensed financial statements.

                                        3

<PAGE>

                         SENSOR SYSTEMS SOLUTIONS, INC.
                     CONDENSED NOTES TO FINANCIAL STATEMENTS
          FOR NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                   2005              2004
                                                                                -----------      -----------
                                                                                (Unaudited)
Cash flows from operating activities:
<S>                                                                             <C>              <C>
Net loss                                                                        $(1,158,375)     $(1,134,805)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization                                                        71,464           83,807
Amortization of discount on notes payable                                           270,837          400,646
Amortization of deferred compensation                                                34,588           58,204
Net loss from assets held for disposal                                                 --             29,216
Changes in operating assets and liabilities:
      Accounts receivable                                                           (38,700)         (59,448)
      Inventory                                                                     (58,343)          (6,340)
      Prepaids and other current assets                                              10,404          (29,864)
      Deferred rent                                                                  (4,500)            --
      Accounts payable and accrued expenses                                         581,017          222,562
                                                                                -----------      -----------
                 Net Cash Used In Operating Activities                             (291,608)        (436,022)
                                                                                -----------      -----------
Cash flows from investing activities:
 Deposit                                                                               --            (29,377)
 Purchase of property and equipment                                                  (6,500)         (51,927)
                                                                                -----------      -----------
                Net Cash Used In Investing Activities                                (6,500)         (81,304)
                                                                                -----------      -----------
Cash flows from financing activities:
 Proceeds from notes payable                                                        298,744           500,00

 Principal payments on capital leases                                                (5,770)          43,823
                                                                                -----------      -----------
          Net Cash Provided By Financing Activities                                 292,974          543,823
                                                                                -----------      -----------

Net (decrease) increase in cash and cash equivalents                                 (5,134)          26,497

Cash and cash equivalents, beginning of period                                       17,115           10,712
                                                                                -----------      -----------

Cash and cash equivalents, end of period                                        $    11,981      $    37,209
                                                                                ===========      ===========

Supplemental disclosure of cash flow information Cash paid for:
     Interest                                                                   $     9,914      $    10,131
                                                                                ===========      ===========
     Taxes                                                                      $       800      $       800
                                                                                ===========      ===========
Non-cash investing and financing activities:
Forfeiture of stock options                                                     $   112,200      $      --
Compensatory stock issued                                                         1,800,000             --
Warrants exercised by shareholders from merger                                       47,802             --
Conversion of notes payable to common stock to be issued                            578,512             --
Accrued interest added to notes payable principal                                    51,012           60,663
Discount related to warrants and convertible notes                                  160,714          278,730
Acquisition of  equipment through capital lease obligations                            --             47,365
</TABLE>

                                       4

<PAGE>
                         SENSOR SYSTEMS SOLUTIONS, INC.
                     CONDENSED NOTES TO FINANCIAL STATEMENTS
          FOR NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)


     NOTE 1       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The financial information included herein is unaudited. The interim
     consolidated financial statements have been prepared on the same basis as
     the annual financial statements and, in the opinion of management, reflect
     all adjustments, which include only normal recurring adjustments,
     considered necessary for a fair presentation of the Company's consolidated
     financial position and results of operations for the periods presented.
     Certain information and footnote disclosures normally included in the
     financial statements prepared in accordance with accounting principles
     generally accepted in the United States of America have been omitted. These
     consolidated financial statements should be read in conjunction with the
     audited consolidated financial statements and accompanying notes presented
     in the Company's Form 10-KSB for the year ended December 31, 2004. Interim
     operating results are not necessarily indicative of operating results
     expected for the entire year.
     Description of business

     The Company is a manufacturer and assembler of sensors and micro systems,
     and its products include thin film sensors, thin film pressure sensors and
     micro-machined pressure sensors, and micro systems that may include
     sensors, signal conditioning circuits, LCD display, computer interface and
     molded housing specifically designed to the customers needs.

     Going concern

     The Company incurred a net loss of $1,158,375 and a negative cash flow from
     operations of $291,608 for nine months ended September 30, 2005, and had a
     working capital deficiency of $1,682,673 and a stockholders' deficiency of
     $1,407,752 at September 30, 2005. These matters raise substantial doubt
     about its ability to continue as a going concern. Without realization of
     additional capital, it would be unlikely for the Company to continue as a
     going concern. Management believes that actions are presently being taken
     to revise the Company's operating and financial requirements in order to
     improve the Company's financial position and operating results. However,
     given the levels of its cash resources and working capital deficiency at
     September 30, 2005, management believes cash to be generated by operations
     will not be sufficient to meet anticipated cash requirements for
     operations, working capital, and capital expenditures during 2005.

     The Company had a substantial working capital deficit. On October 6, 2005,
     the Company has secured a total of $15,600,000 in financing with Cornell
     Capital Partners, LP (Cornell) to support the continued development and
     growth of the Company.

     Under the agreement, Cornell has committed to provide up to $15 million of
     funding in the form of a Standby Equity Distribution Agreement (SEDA) to
     be drawn down over a 24-month period at the Company's discretion. In
     addition, the Company sold an aggregate of $600,000 of fixed price Secured
     Convertible Debentures to Cornell.

     The Company is seeking additional $1,000,000 bridge financing to further
     develop into a fully-equipped public company in order to take advantage of
     the SEDA funding for its long-term plan. However, no assurance can be given
     that such funds will be available or the term thereof. The accompanying
     condensed consolidated financial statements do not include any adjustments
     that might result from the outcome of this uncertainty.

     Principles of consolidation

     The consolidated financial statements for the nine months ended September
     30, 2005 and 2004 include the accounts and operations of Sensor Systems
     Solutions Inc. and its wholly owned subsidiary. Intercompany accounts and
     transactions have been eliminated in consolidation.

                                       5
<PAGE>
                         SENSOR SYSTEMS SOLUTIONS, INC.
                     CONDENSED NOTES TO FINANCIAL STATEMENTS
          FOR NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)

     Use of estimates

     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, 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.
     Stock - based compensation

     The Company has adopted the disclosure-only provisions of Statement of
     Financial Accounting Standards (SFAS) No. 148, "Accounting for Stock-Based
     Compensation - Transition and Disclosures" as well as those outlined in
     SFAS No. 123, "Accounting for Stock-Based Compensation". As permitted by
     SFAS 148 and SFAS 123, the Company continues to apply the provisions of
     Accounting Principles Board Opinion (APB) No. 25, "Accounting for Stock
     issued to Employees" and related interpretations in accounting for the
     Company's stock option plan. Accordingly, compensation cost for stock
     options is measured as the excess, if any, of the estimated fair value of
     the Company's stock at the date of the grant, over the amount an employee
     must pay to acquire the stock. Stock based awards for non-employees are
     accounted for at fair value equal to the excess of the estimated fair value
     of the Company's stock over the option price using an estimated interest
     rate to calculate the fair value of the option. There were no stock based
     awards to non-employees for the nine months ended September 30, 2005.


     Had compensation cost for all stock option grants been determined based on
     their fair value at the grant dates, consistent with the method prescribed
     by SFAS 148 and SFAS 123, our net loss and loss per share would have been
     adjusted to the pro forma amounts indicated below:

                                                       Nine months ended
                                                          September 30:
                                                     2005              2004
                                                  -----------      -----------
Net loss                                          $(1,158,375)     $(1,134,805)
Add: Stock-based expense included in net loss          34,588           58,204
Deduct: Fair value based stock-based expense          (39,160)         (26,900)
                                                  -----------      -----------
Pro forma net loss                                $(1,162,947)     $(1,219,909)
                                                  ===========      ===========

Basic and diluted earnings per share:
As reported                                       $      (.02)     $      (.04)
Pro forma under SFAS No. 123                      $      (.02)     $      (.04)


     Earnings (loss) per share

     Basic earnings (loss) per common share (EPS) are based on the weighted
     average number of common shares outstanding during each period. Diluted
     earnings per common share are based on shares outstanding (computed as
     under basic EPS) and potentially dilutive common shares. As of September
     30, 2005 and 2004, the Company had granted stock options for 96,500 and
     136,500 shares of common stock, respectively, that are potentially dilutive
     common shares but are not included in the computation of loss per share
     because their effect would be anti-dilutive. The exercise of the
     shareholder warrants was accounted for in earnings per share as a stock
     split retroactive to the May 24, 2004 merger as discussed in Note 5.

     Recent Accounting Pronouncements

     In November 2004, the FASB issued Statement of Financial Accounting
     Standards No. 151, "Inventory Costs". This Statement amends the guidance in
     ARB No. 43 Chapter 4 Inventory Pricing, to require items such as idle
     facility costs, excessive spoilage, double freight and rehandling costs to
     be expensed in the current period, regardless if they are abnormal amounts
     or not. This Statement will become effective for us in the first quarter of
     2006. The adoption of SFAS No. 151 is not expected to have a material
     impact on the Company's consolidated financial statement.

                                       6
<PAGE>

     In December 2004, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standard ("SFAS") No. 123 (R),
     "Share-Based Payment" ("SFAS 123(R)"). SFAS No. 123 (R) revises SFAS 123,
     "Accounting for Stock-Based Compensation" and supersedes Accounting
     Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
     Employees." SFAS 123 (R) focuses primarily on accounting for transactions
     in which an entity obtains employee services in share-based payment
     transactions. SFAS 123 (R) requires companies to recognize in the statement
     of operations the cost of employee services received in exchange for awards
     of equity instruments based on the grant-date fair value of those awards
     (with limited exceptions).SFAS 123 (R) is effective as of the first interim
     or annual reporting period of the first fiscal year that begins after June
     15, 2005 for small business issuers. Accordingly, the Company will adopt
     SFAS 123 (R) in its quarter ending March 31, 2006.

     As permitted by SFAS 123, the Company currently accounts for share-based
     payments to employees using APB 25's intrinsic value method. Accordingly,
     adoption of SFAS 123R's fair value method will have an effect on results of
     operations, although it will have no impact on overall financial position.
     The impact of adoption of SFAS 123R cannot be predicted at this time
     because it will depend on levels of share-based payments granted in the
     future. However, had SFAS 123R been adopted in prior periods, the effect
     would have approximated the SFAS 123 pro forma net loss and loss per share
     disclosures as shown above. SFAS 123R also requires the benefits of tax
     deductions in excess of recognized compensation cost to be reported as a
     financing cash flow, rather than as an operating cash flow as currently
     required, thereby reducing net operating cash flows and increasing net
     financing cash flows in periods after adoption.

     In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
     Corrections." This Statement replaces APB No. 20, "Accounting Changes" and
     FASB No. 3, "Reporting Accounting Changes in Interim Financial Statements",
     and changes the requirements for the accounting for and reporting of a
     change in accounting principle. This Statement applies to all voluntary
     changes in accounting principle. It also applies to changes required by an
     accounting pronouncement in the unusual instance that the pronouncement
     includes specific transition provisions. When a pronouncement includes
     specific transition provisions, those provisions should be followed. This
     Statement requires retrospective application to prior periods' financial
     statements of changes in accounting principle, unless it is impracticable
     to determine either the period-specific effects or the cumulative effect of
     the change. The adoption of SFAS No. 154 did not have an impact on the
     Company's consolidated financial statements.

     NOTE 2INVENTORY

     Inventory consists of the following:

                              September 30,
                                 2005            December 31,
                              (unaudited)           2004
                              ----------         ----------
         Raw materials        $  154,390         $  149,840
         Work in process            --                1,749
         Finished goods          124,398             68,856
                              ----------         ----------
                              $  278,788         $  220,445
                              ==========         ==========


                                       7
<PAGE>



     NOTE 3       NOTES PAYABLE

     Notes payable consist of the following :



<TABLE>
<CAPTION>
                                                                              September 30,
                                                                                  2005        December 31,
                                                                               (unaudited)        2004
                                                                                ---------      ---------
<S>                                                                            <C>            <C>
Two lines of credit,  unsecured,  interest payable monthly at 9.25%
and 10.0% per annum, due on demand                                              $  92,984      $  92,983

Note payable, unsecured, interest payable monthly at prime + 3% per
annum (prime rate at September 30, 2005 was 6.75%), due on
demand                                                                             40,000         40,000

Note payable, unsecured, interest payable monthly at 10% per annum,
payable as a percentage of any future private or public stock
offerings                                                                          90,000         90,000

Note payable,  unsecured,  interest payable at 8% per annum, due on
maturity date                                                                      48,745           --

Three notes payable, secured by all assets of the Company, interest at 8%
per annum, payable at various maturities through February 21, 2006. At
December 31, 2004, there were two notes payable totaling $ 90,000. On
February 22, 2005, a note payable for $200,000 was issued. At maturity, the
notes are convertible at the holder's option at a conversion price equal to
70% of the weighted average price of the common stock for the 30 trading
days immediately preceding the conversion date. In addition, each note has
warrants attached that, once the note is converted into stock, allow the
holder to purchase stock at 85% of the weighted average price of the common
stock for the 30 trading days immediately preceding the conversion date
The aggregate intrinsic value of the beneficial conversion feature of the
notes and warrants, valued at $186,571 (of which $128,571 is related to the
note issued in 2005), has been recorded as loan discount costs and are
being amortized over the life of the respective note as additional
interest cost                                                                     290,000         90,000

Less remaining debt discount                                                      (56,382)       (49,061)
                                                                                ---------      ---------

                                                                                $ 505,347        263,923
                                                                                =========      =========
</TABLE>

                                       8

<PAGE>

     NOTE 4       NOTES PAYABLE, RELATED PARTIES

     Notes payable to related parties consist of the following:


<TABLE>
<CAPTION>
                                                                              September 30,
                                                                                  2005        December 31,
                                                                               (unaudited)       2005
                                                                                ---------      ---------
<S>                                                                            <C>            <C>
Note payable to the sister of the Company's Chief Executive Officer,
secured by all assets of the Company, interest at 14.25% per annum, due
December 31, 2004. The note payable was originally issued by Advanced
Custom Sensors, Inc. (ACSI), which merged with the company in 2004. In
connection with the note payable, the ACSI issued warrants expiring
September 17, 2008, to purchase 190,665 shares of ACSI's common stock at
$.50 per share (The ACSI warrant is convertible into 5,372,940 shares of
the Company's stock). The intrinsic value of the warrants ($190,665) has
been recorded as loan discount costs and is being amortized over the life
of the note as additional interest cost. The Company is currently
negotiating an extension of this note.                                           $ 190,665      $ 190,665

Note payable to the sister of the Company's Chief Executive Officer,
secured by all assets of the Company, interest at 10.0% per annum, due
March 15, 2005. The note payable was originally issued by ACSI in 2003, at
which time ACSI issued a warrant expiring September 17, 2008, to purchase
100,000 shares of stock at $.50 per share (the ACSI warrant is convertible
into 2,817,215 shares of the Company's common stock. The intrinsic value of
the original warrant ($100,000) recorded as a loan discount cost, and was
amortized over the life of the original note as additional interest cost
The original note was due September 16, 2204. On September 16, 2004, a new
note was issued to replace the original note. At maturity, the new note is
convertible at the holder's option at a conversion price equal to 80% of
the weighted average price of the common stock for the 30 trading days
immediately preceding the conversion date. In addition, the note has
warrants attached that, once the note is converted into stock, allow the
holder to purchase stock at 85% of the weighted average price of the common
stock for the 30 trading days immediately preceding the conversion date
The intrinsic value of the beneficial conversion feature of the note and
warrants, valued at $48,125, has been recorded as loan discount costs and
is being amortized over the life of the note as additional interest cost
The Company is currently negotiating an extension of this note.                   110,000        110,000
</TABLE>
                                       9
<PAGE>

<TABLE>
<S>                                                                             <C>              <C>
Note payable to an employee of the Company, secured by all assets of the
Company, interest at 8.0% per annum, due November 11, 2005. At maturity,
the note is convertible at the holder's option at a conversion price equal
to 70% of the weighted average price of the common stock for the 30 trading
days immediately preceding the conversion date. In addition, the note has
warrants attached that, once the note is converted into stock, allow the
holder to purchase stock at 85% of the weighted average price of the common
stock for the 30 trading days immediately preceding the conversion date
The intrinsic value of the beneficial conversion feature of the note and
warrants, valued at $12,857, has been recorded as loan discount costs and
is being amortized over the life of the note as additional interest cost.          20,000         20,000

Note payable to shareholder, secured by all assets of the Company, interest
at 8.0% per annum, due February 3, 2006. At maturity the note is
convertible at the holder's option at a conversion price equal to 70% of
the weighted average price of the common stock for the 30 trading days
immediately preceding the conversion date. In addition, the note has
warrants attached that, once the note is converted into stock, allow the
holder to purchase stock at 85% of the weighted average price of the common
stock for the 30 trading days immediately preceding the conversion date
The intrinsic value of the beneficial conversion feature of the note and
warrants, valued at $32,143, has been recorded as loan discount costs and
is being amortized over the life of the note as additional interest cost.          50,000           --

Note payable, secured by accounts receivable of the Company, interest at
10%, due February 11, 2005. The note payable was originally issued by ACSI
In connection with the note payable, ACSI issued a warrant to purchase
500,000 shares of stock at$.50 per share (the ACSI warrant is convertible
into 14,088,865 shares of the Company's common stock). The note was payable
to Sino-American, Inc., a company controlled by Mr. Hanlin Chen, a director
of the Company. On March 15, 2005, the warrant was exercised for $250,000
of the debt outstanding. The balance of the note payable and accrued
interest ($300,000) was exchanged for 390,228 shares of the Company's
common stock at approximately $0.77 per share, which approximated the
market value of the stock on March 15, 2005.                                         --          500,000

Notes payable, secured by all assets of the Company, interest at 8% per
annum, due October 1, 2005. The note payable was originally issued by ACSI
in 2003, at which time ACSI issued a warrant to purchase 25,000 shares of
stock at $.50 per share (the ACSI shares are convertible into 704,425
shares of the Company's common stock). The intrinsic value of the original
warrant was valued at $25,000, recorded as loan discount cost, and was
amortized over the life of the original note as additional interest cost
The original note was due September 16, 2004. On October 2, 2004, a new
note was issued to replace the original note. The intrinsic value of the
beneficial conversion feature of
</TABLE>
                                       10

<PAGE>
<TABLE>
<S>                                                                            <C>           <C>
the new note and new warrant, valued at $17,679, has been recorded as loan
discount costs and is amortized over the life of the new note. On March 18,
2005, the ACSI warrant was exercised for $12,500 of the debt outstanding. The
balance of the note payable and accrued interest ($16,012) was exchanged for
21,353 shares of the Company's common stock at approximately $0.77 per share,
which approximated the market value of the stock on March 15, 2005                   --           27,500

Less remaining debt discount                                                      (12,589)      (130,032)
                                                                                ---------      ---------
                                                                                $ 358,076      $ 718,133
                                                                                =========      =========
</TABLE>

     NOTE 5  STOCKHOLDERS' EQUITY

     On May 29, 2003, Advanced Custom Sensors, Inc. (ACSI) signed an agreement
     with Duke Capital to retain its consulting service for merger transaction
     with Spectre Industries and to obtain a $250,000 unsecured bridge financing
     in order to finance all the expense in merger. However, Duke failed to
     perform to ACSI's expectation; ACSI decided to cancel its agreement with
     Duke before the merger was completed. On September 3, 2004, the Company
     agreed to issue 200,000 shares of common stock for the settlement this
     agreement. As an agreement was consummated and an exchange of debt had
     taken place, the Company recorded the stock to be issued as an equity
     transaction. This is a fixed number and will not change with market value.

     On May 24, 2004, Sensor System Solutions (formerly known as Spectre
     Industries, Inc.,) a Nevada corporation, entered into an agreement and plan
     of merger with ACSI. Sensor issued 2,584,906 shares of its common stock and
     warrants to purchase up to 47,802,373 shares of its common stock to the
     shareholders of ACSI in exchange for all the issued and outstanding shares
     of ACSI. On January 29, 2005, warrants for the 47,802,464 shares of common
     stock were exercised. The Company recorded the par value of the stock
     issued ($47,802) as an increase in common stock and a reduction to
     additional paid in capital in the accompanying financial statements.

     NOTE 6 COMMITMENTS AND CONTINGENCIES

     The Company leases its office and facility through 2007 under a long term
     operating lease agreement. The office and warehouse facility is shared
     with TransOptix Inc. (TransOptix), who signed the lease as co-tenant with
     the Company. The Company and TransOptix had entered into an agreement
     stipulating each entity's share of the rent. The Company owns 7.5% of
     TransOptix. The Company's Chief Executive Officer is also the Chief
     Executive Officer of TransOptix and owns 12% of TransOptix. On August 26,
     2006, TansOptix filed for Chapter 7 bankruptcy and the Company has taken
     over the whole facility and is liable for the full amount of the lease.
     The total lease commitment as of September 30, 2005 for which the Company
     was liable with the default of TransOptix increased from approximately
     $196,000 to approximately $463,000.

     NOTE 7  SUBSEQUENT EVENT

     On October 6, 2005, the Company secured a total of $15,600,000 in financing
     with Cornell Capital Partners, LP ("Cornell") to support the continued
     development and growth of the Company. Under the agreement, Cornell has
     committed to provide up to $15 million of funding in the form of a Standby
     Equity Distribution Agreement ("SEDA") to be drawn down over a 24-month
     period at the Company's discretion. In addition, the company sold an
     aggregate of $600,000 of fixed price Secured Convertible Debentures to
     Cornell. The Company is seeking an additional $1,000,000 in bridge
     financing to further develop into a fully-equipped public company in order
     to take advantage of the SEDA funding for its long-term plan. However, no
     assurance can be given that such funds will be available or the term
     thereof.

     On October 19, 2005, the Company issued the 200,000 shares of common stock
     to a lender as part of the Company's payment agreement with the lender in
     2004.

     On October 19, 2005, the Company issued 725,778 shares of common stock to
     a lender for warrants exercised by the lender in March 2005. The shares
     are shown as common stock to be issued at September 30, 2005.

                                       11

<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation.


                              Cautionary Statement

Statements in this report on Form 10-QSB that are forward-looking are based on
current expectations. Actual results may differ materially. Forward-looking
statements involve numerous risks and uncertainties including, but not limited
to, the possibility that the demand for our products may decline as a result of
possible changes in general and industry specific economic conditions, the
effects of competitive pricing and such other risks and uncertainties as are
described in this report on Form 10-QSB and other documents previously filed or
hereafter filed by us from time to time with the Securities and Exchange
Commission. All forward-looking statements speak only as of the date made, and
we undertake no obligation to update these forward-looking statements.

The following discussion and analysis should be read in conjunction with the
consolidated financial statements and the notes thereto, included as part of
this Quarterly Report.


         OVERVIEW

         Sensor System Solutions, Inc. (3S) was founded by an engineering
management team with over 50 years of Micro-electro-mechanical-systems or "MEMS"
transducer experience. Its objective is to provide high quality sensors and
transducers at an economical price by employing innovative designs and creative
manufacturing methods. 3S offers a variety of Digital Pressure Gauges, Pressure
Transducers, Pressure Sensors, Force Beams, Load Cells, Strain Gauges and Sensor
Kits.

         3S commenced operations as a private company in September of 1996. 3S
is headquartered in Irvine, California where 3S occupies a 25,000 square foot
facility fully equipped with fabrication capability.

         3S has fifteen (15) employees in the United States, and utilizes a
network of independent contractors and consultants throughout the United States
and Asia. 3S produces or supplies a family of nearly thirty (30) distinctive
products. 3S set up a volume production line with an ISO 9000 partner in Taiwan
in 2002. This allows 3S to penetrate high-volume consumer markets that are very
price sensitive. 3S also signed a Joint Venture agreement with China Automotive
Systems, Inc. (NASDAQ: CAAS) in April of 2005 to establish a joint venture in
China targeting its automotive sensor market.

         3S is a supplier of thin-film and micro-machined force and pressure
sensors to the medical, chemical, oil, and gas industries. 3S believes that its
technology will enable it to become a global supplier of advanced
MEMS/Microelectronic products in myriad developing markets. 3S's strategic plan
is to focus on developing custom MEMS pressure sensor devices and forming
strategic partnerships where its strategic partners dominate the sales channels
in industries accepting MEMS sensor applications.

<PAGE>

     PLAN OF OPERATION

     We plan to grow our business in four areas.

     |X|  Increase the revenue of existing sensor component business. The
          majority of our sensor component manufacturing will be moved to our
          joint venture in China to help reduce the cost of our products. We
          will invest to increase our production capacity and will qualify
          offshore suppliers to meet the increasing demands. Substantial efforts
          will be invested in sales and marketing in order to expand our
          customer base and to secure more OEM projects.

     |X|  Develop sensor solution business. With the rapid advance in technology
          and huge investment in wireless and telecommunication in the last
          decades, we can now offer total sensor solutions at a very affordable
          price. These sensor solutions are modules containing sensing elements,
          signal conditioning circuitry, software for calibration and interface,
          and capability of wireless and/or networking. These sensor solutions
          will provide information continuously to decision makers in all phases
          of business operation.

     |X|  Penetrate automotive sensor market through China. By leveraging the
          marketing channel of our joint venture partner, we will have access to
          the automotive market in China immediately. We plan use the next three
          years to build up our production capacity, product offerings, and
          technical team there. We plan to import automotive sensors produced by
          our joint venture to North America and Europe around 2008.

     |X|  Strategic acquisitions: Being a public company and having better
          access to the capital markets that this affords, provides us with the
          means to grow our business through acquisitions as well as through
          internal growth. We will actively seek equity or debt funding to bring
          in the necessary resources to execute this plan.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2005 and 2004

          Revenues

               We generated revenues of $347,061 for the three months ended
          September 30, 2005, which was an increase of $185,335 or 115% from the
          $161,726 for the three months ended September 30, 2004. The increase
          is the result of the continuing sales efforts, the addition of new
          sales representatives and the introduction of new products.

          Gross Profit

<PAGE>

               Gross profit for the three months ended September 30, 2005, was
          $155,516 or 44.8% of revenues, compared to ($49,975) or (30.9%) for
          the three months ended September 30, 2004. The $205,491 increase in
          gross profit was mainly due to the increase in sales and lower fixed
          costs included in cost of goods sold for the current quarter versus
          the third quarter in the prior year.

          Total Operating Expenses

          Operating expenses

               Operating expenses increased 14% to $405,733 for the three months
          ended September 30, 2005 compared to $355,494 for the three months
          ended September 30, 2004. The expenses increased $50,239, primarily as
          a result of an increase in payroll costs.

          Amortization of discount on notes payable and finance costs

               Amortization of discount on notes payable and finance costs
          decreased to $86,876 for the three months ended September 30, 2005
          compared to $197,267 for the three months ended September 30, 2004.
          The expense decreased $110,391, or 56%, primarily due to the
          settlement of two notes payable, Sino-American, Inc and Pei Jen Hsu.

          Net Loss

               Net loss from operations decreased to ($337,093) for the three
          months ended September 30, 2005 compared to ($602,736) for the three
          months ended September 30, 2004. The $265,643 decrease in net loss was
          primarily due to the increase in revenue and resulting improvement in
          gross profit.

Nine Months Ended September 30, 2005 and 2004

          Revenues

               We increased revenues 84% to $855,332 for the nine months ended
          September 30, 2005, which was an increase of $390,130, when compared
          to revenues of $465,202 for the same period last year. The increase
          was the result of the continuing sales efforts, the addition of new
          sales representatives and the introduction of new products.

          Gross Profit

               Gross profit for the nine months ended September 30, 2005 grew to
          $289,943 or 34% of revenues, compared to $41,718 or 9% for the nine
          months ended September 30, 2004. The $248,225 increase in gross profit
          was generated by the increase in revenues and higher utilization of
          production capacity.

          Total Operating Expenses

          Operating expenses

               Operating expenses increased to $1,169,982 for the nine months
          ended September 30, 2005 compared to $760,810 for the nine months
          ended September 30, 2004. The expenses increased $409,172, primarily
          as a result of an increase in interest expense and additional
          investment in R&D personnel and development, and professional fees for
          a public company.

<PAGE>

          Amortization of discount on notes payable and finance costs

               Amortization of discount on notes payable and finance costs
          decreased to $278,336 for the nine months ended September 30, 2005
          compared to $415,713 for the nine months ended September 30, 2004. The
          expense decreased $137,377, or 33%, primarily due to the settlement of
          two notes payable, Sino-American, Inc and Pei Jen Hsu.

          Net Loss

               Net loss increased to ($1,158,375) for the nine months ended
          September 30, 2005 compared to ($1,134,805) for the nine months ended
          September 30, 2004. The small increase of $23,570 in net loss was
          primarily due to the $224,230 increase in gross profit, an $137,377
          decrease in finance cost expense, and offset by increases in interest
          expense, additional investment in R&D, and professional fees
          associated with being a public company.


     FINANCIAL CONDITION, LIQUIDITY, CAPITAL RESOURCES

     Going Concern

     The Company incurred a net loss of $1,158,375 and a negative cash flow from
     operations of $291,608 for the nine months ended September 30, 2005, and
     had a working capital deficiency of $1,682,673 and a stockholders'
     deficiency of $1,407,752 at September 30, 2005. At September 30, 2005, cash
     was $11,981 as compared to $17,115 at December 31, 2004. The decrease is
     due to the increase in operating expense.

     The Company had a substantial working capital deficit. On October 6, 2005,
     the Company secured a total of $15,600,000 in financing with Cornell
     Capital Partners, LP ("Cornell") to support the continued development and
     growth of the Company.

     Under the agreement, Cornell has committed to provide up to $15 million of
     funding in the form of a Standby Equity Distribution Agreement ("SEDA") to
     be drawn down over a 24-month period at 3S' discretion. In addition, 3S
     sold an aggregate of $600,000 of fixed price Secured Convertible Debentures
     to Cornell.

     The Company is seeking an additional $1,000,000 in bridge financing to
     further develop into a fully-equipped public company in order to take
     advantage of the SEDA funding for its long-term plan. However, no assurance
     can be given that such funds will be available or the term thereof.


     Commitments and Contingencies

     We have the following material contractual obligations and capital
     expenditure commitments:

<PAGE>

     The Company leases certain equipment under two capital leases with monthly
     payments of $360 and $701, respectively, including interest at 12.75% per
     annum.

     Future minimum annual rental payments for capitalized leases are as
     follows:

                                                           Amount
     --------------------------------------------   ---------------------
     Three months ended December 31, 2005                         $3,183
                     2006                                         12,732
                     2007                                         12,732
                     2008                                         12,732
                     2009                                          3,543
                                                    ---------------------
                                                                  44,922
      Amount representing interest                                (8,674)
                                                    ---------------------
      Present value of minimum lease payments                     36,248
      Less: Current portion                                       (7,819)
                                                    ---------------------
                                                                $ 28,429
                                                    =====================

     The Company leases its office and facility through 2007 under a long term
     operating lease agreement. Under terms of the lease, the Company pays the
     cost of repairs and maintenance. The office and warehouse facility was
     shared with TransOptix, which signed the lease as co-tenant with the
     Company. The Company and TransOptix had entered into an agreement
     stipulating each entities share of the rent. However, TransOptix has filed
     for Chapter 7 bankruptcy and the Company has taken over the whole facility
     and is liable for the full amount of the lease.

     Future minimum lease commitments for this lease at September 30, 2005 are
     as follows:

                                                                 Amount
     Three months ended December 31, 2005                       $ 61,275
                     2006                                        250,900
                     2007                                        151,095
                                                    ---------------------
                                                                $463,270
                                                    =====================

     Inflation and Changing Prices

     We do not foresee any adverse effects on our earnings as a result of
     inflation or changing prices.


     CRITICAL ACCOUNTING POLICIES

     Revenue Recognition

     The Company recognizes revenue when risk of loss and title to the product
     is transferred to the customer, which occurs at shipment.

     Stock - based compensation

<PAGE>

     The Company has adopted the disclosure-only provisions of Statement of
     Financial Accounting Standards (SFAS) No. 148, "Accounting for Stock-Based
     Compensation - Transition and Disclosures" as well as those outlined in
     SFAS No. 123, "Accounting for Stock-Based Compensation". As permitted by
     SFAS 148 and SFAS 123, the Company continues to apply the provisions of
     Accounting Principles Board Opinion (APB) No. 25, "Accounting for Stock
     issued to Employees" and related interpretations in accounting for the
     Company's stock option plan. Accordingly, compensation cost for stock
     options is measured as the excess, if any, of the estimated fair value of
     the Company's stock at the date of the grant, over the amount an employee
     must pay to acquire the stock. Stock based awards for non-employees are
     accounted for at fair value equal to the excess of the estimated fair value
     of the Company's stock over the option price using an estimated interest
     rate to calculate the fair value of the option

     Inventories

     Inventories are stated at the lower of cost (first-in, first-out method) or
     market.

     Recent Accounting Pronouncements

     In November 2004, the FASB issued Statement of Financial Accounting
     Standards No. 151, "Inventory Costs". This Statement amends the guidance in
     ARB No. 43 Chapter 4 Inventory Pricing, to require items such as idle
     facility costs, excessive spoilage, double freight and rehandling costs to
     be expensed in the current period, regardless if they are abnormal amounts
     or not. This Statement will become effective for us in the first quarter of
     2006. The adoption of SFAS No. 151 is not expected to have a material
     impact on the company's consolidated financial statements.

     In December 2004, Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standard ("SFAS") No. 123(R),
     "Share-Based Payment" ("SFAS 123 (R)"). SFAS 123 (R) revises SFAS No. 123,
     "Accounting for Stock-Based Compensation" and supersedes Accounting
     Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
     Employees." SFAS 123 (R) focuses primarily on accounting for transactions
     in which an entity obtains employee services in share-based payment
     transactions. SFAS 123 (R) requires companies to recognize in the statement
     of operations the cost of employee services received in exchange for awards
     of equity instruments based on the grant-date fair value of those awards
     (with limited exceptions). SFAS 123 (R) is effective as of the first
     interim or annual reporting period of the first fiscal year that begins
     after June 15, 2005 for non-small business issuers, and after the first
     fiscal year that begins after December 15, 2005 for small business issuers.
     Accordingly, the Company will adopt SFAS 123 (R) in its quarter ending
     March 31, 2006.

     As permitted by SFAS 123, the Company currently accounts for share-based
     payments to employees using APB 25's intrinsic value method. Accordingly,
     adoption of SFAS 123R's fair value method will have an effect on results of
     operations, although it will have no impact on overall financial position.
     The impact of adoption of SFAS 123R cannot be predicted at this time
     because it will depend on levels of share-based payments granted in the
     future. However, had SFAS 123R been adopted in prior periods, the effect
     would have approximated the SFAS 123 pro forma net loss and loss per share
     disclosures as shown above. SFAS 123R also requires the benefits of tax
     deductions in excess of

<PAGE>

     recognized compensation cost to be reported as a financing cash flow,
     rather than as an operating cash flow as currently required, thereby
     reducing net operating cash flows and increasing net financing cash flows
     in periods after adoption

     In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error
     Corrections. This Statement replaces APB No. 20, Accounting Changes and
     FASB No. 3, Reporting Accounting Changes in Interim Financial Statements,
     and changes the requirements for the accounting for and reporting of a
     change in accounting principle. This Statement applies it all voluntary
     changes in accounting principle. It also applies to changes required by an
     accounting pronouncement in the unusual instance that the pronouncement
     includes specific transition provisions. When a pronouncement includes
     specific transition provisions, those provisions should be followed. This
     Statement requires retrospective application to prior periods' financial
     statements of changes in accounting principle, unless it is impracticable
     to determine either the period-specific effects or the cumulative effect of
     the change. The adoption of SFAS No. 154 is not expected to have an impact
     on the Company's consolidated financial statements.

     RISKS RELATED TO OUR BUSINESS

We have had negative cash flows from operations. Our business operations may
fail if our actual cash requirements exceed our estimates, and we are not able
to obtain further financing.

     Our company has had negative cash flows from operations. To date, we have
incurred significant expenses in product development and administration in order
to ready our products for market. Our business plan calls for additional
significant expenses necessary to bring our products to market. Even with the
$15,600,000 financing agreement signed with Cornell on October 6, 2005, we
believe that we still do not have sufficient funds to satisfy our short-term
cash requirements. There is no assurance that actual cash requirements will not
exceed our estimates, in which case we will require additional bridge financing
to bring our products into commercial operation, finance working capital and pay
for operating expenses and capital requirements until we can take advantage of
the SEDA funding from Cornell. In particular, additional capital may be required
in the event that:

     o    we incur unexpected costs in completing the development of our
          technology or encounter any unexpected technical or other
          difficulties;

     o    we incur delays and additional expenses as a result of technology
          failure;

     o    we are unable to create a substantial market for our product and
          services; or

     o    we incur any significant unanticipated expenses.

         We may not be able to obtain additional equity or debt financing on
acceptable terms if and when we need it. Even if financing is available it may
not be available on terms that are favorable to us or in sufficient amounts to
satisfy our requirements. If we require, but are unable to obtain, additional
financing in the future, we may be unable to implement our business plan and our
growth strategies, respond to changing business or economic conditions,
withstand

<PAGE>

adverse operating results, and compete effectively. More importantly, if we are
unable to raise further financing when required, our continued operations may
have to be scaled down or even ceased and our ability to generate revenues would
be negatively affected.

A decline in the price of our common stock could affect our ability to raise
further working capital and adversely impact our operations.

     A prolonged decline in the price of our common stock could result in a
reduction in the liquidity of our common stock and a reduction in our ability to
raise capital. Because our operations have been primarily financed through the
sale of equity securities, a decline in the price of our common stock could be
especially detrimental to our liquidity and our continued operations. Any
reduction in our ability to raise equity capital in the future would force us to
reallocate funds from other planned uses and would have a significant negative
effect on our business plans and operations, including our ability to develop
new products and continue our current operations. If the stock price declines,
there can be no assurance that we can raise additional capital or generate funds
from operations sufficient to meet our obligations.

If we issue additional shares in the future this may result in dilution to our
existing stockholders.

     Our Amended Certificate of Incorporation authorizes the issuance of
200,000,000 shares of common stock. Our board of directors has the authority to
issue additional shares up to the authorized capital stated in the certificate
of incorporation. Our board of directors may choose to issue some or all of such
shares to acquire one or more businesses or to provide additional financing in
the future. The issuance of any such shares may result in a reduction of the
book value or market price of the outstanding shares of our common stock. It
will also cause a reduction in the proportionate ownership and voting power of
all other stockholders. Further, any such issuance may result in a change of
control of our corporation.

We have a history of losses and negative cash flows, which is likely to continue
unless our products gain sufficient market acceptance to generate a commercially
viable level of sales.

     From inception through September 30, 2005, we have incurred aggregate net
losses. There is no assurance that we will operate profitably or will generate
positive cash flow in the future. In addition, our operating results in the
future may be subject to significant fluctuations due to many factors not within
our control, such as market acceptance of our products, the unpredictability of
when customers will order products, the size of customers' orders, the demand
for our products, and the level of competition and general economic conditions.

     Although we anticipate that we will be able to increase revenues during the
next 9 months, we also expect an increase in development and operating costs.
Consequently, we expect to incur operating losses and net cash outflow unless
and until our existing products, and/or any new products that we may develop,
gain market acceptance sufficient to generate a commercially viable and
sustainable level of sales.

Unless we can establish significant sales of our current products, our potential
revenues may be significantly reduced.

     We expect that a substantial portion, if not all, of our future revenue
will be derived from the sale of our sensor products. We expect that these
product offerings and their extensions and derivatives will account for a
majority, if not all, of our revenue for the foreseeable future. The successful
introduction and broad market acceptance of our sensor products - as well as the
development, introduction and market acceptance of any future enhancements -
are, therefore,

<PAGE>

critical to our future success and our ability to generate revenues.
Unfortunately, there can be no assurance that we will be successful in marketing
our current product offerings, or any new product offerings, applications or
enhancements. Failure to achieve broad market acceptance of our sensor products,
as a result of competition, technological change, or otherwise, would
significantly harm our business.

We could lose our competitive advantages if we are not able to protect any
proprietary technology and intellectual property rights against infringement,
and any related litigation could be time-consuming and costly.

     Our success and ability to compete depends to a significant degree on our
proprietary technology incorporated in our products. We have taken limited
action to protect our proprietary technology and proprietary computer software.
If any of our competitors copies or otherwise gains access to our proprietary
technology or software or develops similar technologies independently, we would
not be able to compete as effectively.

     Further, the laws of foreign countries may provide inadequate protection of
such intellectual property rights. We may need to bring legal claims to enforce
or protect such intellectual property rights. Any litigation, whether successful
or unsuccessful, could result in substantial costs and diversions of resources.
In addition, notwithstanding any rights we have secured in our intellectual
property, other persons may bring claims against us that we have infringed on
their intellectual property rights, including claims based upon the content we
license from third parties or claims that our intellectual property right
interests are not valid. Any claims against us, with or without merit, could be
time consuming and costly to defend or litigate, divert our attention and
resources, result in the loss of goodwill associated with our service marks or
require us to make changes to our website or other of our technologies.

Our products may become obsolete and unmarketable if we are unable to respond
adequately to rapidly changing technology and customer demands.

     Our industry is characterized by rapid changes in technology and customer
demands. As a result, our products may quickly become obsolete and unmarketable.
Our future success will depend on our ability to adapt to technological
advances, anticipate customer demands, develop new products and enhance our
current products on a timely and cost-effective basis. Further, our products
must remain competitive with those of other companies with substantially greater
resources. We may experience technical or other difficulties that could delay or
prevent the development, introduction or marketing of new products or enhanced
versions of existing products. Also, we may not be able to adapt new or enhanced
products to emerging industry standards, and our new products may not be
favorably received.

If we fail to effectively manage our growth our future business results could be
harmed and our managerial and operational resources may be strained.

     As we proceed with the commercialization of our products, we expect to
experience significant and rapid growth in the scope and complexity of our
business. We will need to add staff to market our products, manage operations,
handle sales and marketing efforts and perform finance and accounting functions.
We will be required to hire a broad range of additional personnel in order to
successfully advance our operations. This growth is likely to place a strain on
our management and operational resources. The failure to develop and implement
effective systems, or to hire and retain sufficient personnel for the
performance of all of the functions necessary to effectively service and manage
our potential business, or the failure to manage growth effectively, could have
a materially adverse effect on our business and financial condition.

<PAGE>

OFF BALACE SHEET ARRANGMENTS

     There are no Off-Balance Sheet Arrangements to report.

Item 3.  Controls And Procedures

     (a) Evaluation of Disclosure Controls and Procedures.

     Our management evaluated, with the participation of our Chief Executive and
Financial Officer, the effectiveness of our disclosure controls and procedures
as of the end of the period covered by this Quarterly Report on Form 10-QSB.
Based on this evaluation, our Chief Executive and Financial Officer has
concluded that our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange
Act)) are ineffective to ensure that information required to be disclosed by us
in reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in SEC rules and
forms. We are developing a plan to ensure that all information will be recorded,
processed, summarized and reported on a timely basis. This plan is dependent, in
part, upon reallocation of responsibilities among various personnel, possibly
hiring additional personnel and additional funding. It should also be noted that
the design of any system of controls is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote.

     (b) Changes in Internal Controls.

     During the period covered by the Quarterly Report on Form 10-QSB, there
were no significant changes in our internal controls over financial reporting or
in other factors that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.


                                     PART II
                                OTHER INFORMATION


Item 1. Legal Proceedings.

        None.

Item 2. Changes In Securities and Small Business Issuer Purchases of Equity
Securities.

        None.

Item 3. Defaults Upon Senior Securities.

        The $190,665 promissory note due to Tina Young matured on December 31,
2004. The Company is currently negotiating a settlement.

<PAGE>

        The $110,000 convertible loan due to Tina Young matured on March 16,
2005. The Company is currently negotiating a settlement.

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

        None.

Item 5. Other Information.

        None.

Item 6. Exhibits

         31.1  Certification pursuant to Section 302 of the Sarbanes-Oxley Act
               of 2002

         32.1  Certification pursuant to Section 906 of the Sarbanes-Oxley Act
               of 2002

<PAGE>

                                   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
undersigned thereunto duly authorized.


                                    SENSOR SYSTEM SOLUTIONS, INC.
      Dated: November 15, 2005


                                    /s/ Michael Young
                                    --------------------------------------------
                                    Name: Michael Young
                                    Title: Chief Executive Officer and Principal
                                    Accounting Officer