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 June 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 August 1, 2005 there were 59,279,241 shares of Common Stock outstanding.

                  Transitional Small Business Disclosure Format

                                 Yes |_| No |X|


<PAGE>

                                      INDEX


<TABLE>
<CAPTION>
<S>      <C>                                                                       <C>
PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements: (unaudited)

         Condensed Consolidated Balance Sheets as of June 30, 2005 (unaudited)         1
         and December 31, 2004.

         Condensed Consolidated Statements of Operations for three months and
         six-months ended June 30, 2005 and 2004 (unaudited)                           2

         Condensed Consolidated Statement of Changes in Stockholders'
         Deficiency for the six-months ended June 30, 2005 (unaudited)                 3

         Condensed Consolidated Statements of Cash Flows for the six-months
         ended June 30, 2005 and 2004 (unaudited)                                      4

         Notes to Condensed Consolidated Financial Statements (unaudited)           5-10

Item 2.  Management's Discussion and Analysis or Plan of Operations                16-19

Item 3.  Controls and Procedures                                                      20

PART II. OTHER INFORMATION

Item 1.  Legal Proceeding                                                             20

Item 2.  Changes In Securities and Small Business Issuer Purchases of
         Equity Securities                                                            20

Item 3.  Defaults Upon Senior Securities                                              20

Item 4.  Submission Of Maters To a vote Of Security Holders                           20

Item 5.  Other Information                                                            21

Item 6.  Exhibits                                                                     21
</TABLE>



SIGNATURES

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1.     Financial Statements.

<PAGE>

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



<TABLE>
<CAPTION>
                                     ASSETS
                                                                            June 30, 2005    December 31,
   CURRENT ASSETS                                                             (Unaudited)        2004
                                                                             ------------    ------------
<S>                                                                          <C>             <C>
 Cash                                                                        $      5,118    $     17,115
 Accounts receivable                                                              116,326         100,530
 Inventory                                                                        254,693         220,445
 Prepaids and other current assets                                                     --          24,552
                                                                             ------------    ------------
         Total current assets                                                     376,137         362,642

Property and equipment, net                                                       268,885         320,717

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

Total assets                                                                 $    699,134    $    737,471
                                                                             ============    ============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
 Accounts payable and accrued expenses                                       $    994,191    $    720,817
 Notes payable                                                                    391,423         263,923
 Notes payable, related parties                                                   343,879         718,133
 Current portion of capital lease obligations                                       7,819           7,819
 Current portion of deferred rent concession                                        4,754           5,258
                                                                             ------------    ------------
         Total current liabilities                                              1,742,066       1,715,950
                                                                             ------------    ------------

LONG-TERM LIABILITIES

Capital lease obligations, net of current portion                                  30,414          34,199
Deferred rent concession, net of current portion                                    8,017          10,513
                                                                             ------------    ------------
                                                                                   38,431          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                                                     6,674,202       4,867,790
 Deferred compensation                                                            (63,516)       (186,400)
 Accumulated deficit                                                           (8,629,840)     (7,808,558)
                                                                             ------------    ------------
         Total stockholders' deficiency                                        (1,081,363)     (1,023,191)
                                                                             ------------    ------------

Total liabilities and stockholders' deficiency                               $    699,134    $    737,471
                                                                             ============    ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       1
<PAGE>

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


<TABLE>
<CAPTION>
                                                  For the three months ended       For the six months ended
                                                           June 30,                       June 30,
                                                 ----------------------------    ----------------------------
                                                     2005            2004            2005            2004
                                                 ------------    ------------    ------------    ------------
<S>                                              <C>             <C>             <C>             <C>
Sales, net                                       $    303,256    $    196,197    $    508,271    $    303,476

Cost of goods sold                                    226,570         104,976         373,844         205,533
                                                 ------------    ------------    ------------    ------------

Gross profit                                           76,686          91,221         134,427          97,943
                                                 ------------    ------------    ------------    ------------


Operating expenses                                    433,693         232,117         764,249         411,567

Amortization of discount on notes payable              36,339         157,834         191,460         218,446
                                                 ------------    ------------    ------------    ------------
     Total operating expenses                         470,032         389,951         955,709         630,013
                                                 ------------    ------------    ------------    ------------


Net loss                                         $   (393,346)   $   (298,730)   $   (821,282)   $   (532,070)
                                                 ============    ============    ============    ============

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

Weighted average shares outstanding, basic and
diluted                                            59,279,241      25,262,603      59,279,241      11,855,830
                                                 ============    ============    ============    ============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                              Common Stock      Common Stock to be issued
                        ----------------------  -------------------------    Additional
                                                                               paid-in       Deferred    Accumulated
                           Shares      Amount      Shares         Amount       capital     compensation    deficit         Total
                        -----------  ---------  -----------   -----------    ----------    ------------  -----------    -----------
<S>                     <C>            <C>      <C>            <C>           <C>           <C>           <C>            <C>
Balance January 1,
  2005                    3,976,868   $  3,977    7,700,000   $ 2,100,000    $4,867,790      (186,400)   $(7,808,558)   $(1,023,191)

Forfeit of  stock
  options                        --         --           --            --       (99,000)       99,000             --             --


Compensatory stock
  issued                  7,500,000      7,500   (7,500,000)   (1,800,000)    1,792,500            --             --             --


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

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

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

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

Amortization of
  deferred
  Compensation                   --         --           --            --            --        23,884             --         23,884

Net loss                         --         --           --            --            --            --       (821,282)      (821,282)
                        -----------   --------  -----------   -----------    ----------    -----------   -----------    -----------

Balance June 30, 2005    59,279,241   $ 59,279  $15,404,871   $   878,512    $6,674,202    $  (63,516)   $(8,629,840)   $(1,081,363)
                        ===========   ========  ===========   ===========    ==========    ===========   ===========    ===========
</TABLE>

                                       3
<PAGE>

                  SENSOR SYSTEM SOLUTIONS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
             For six months ended June 30, 2005 and 2004 (Unaudited)


<TABLE>
<CAPTION>
                                                                                  2005            2004
                                                                              ------------    ------------
<S>                                                                           <C>             <C>
Cash flows from operating activities:
Net loss                                                                      $   (821,282)   $   (532,070)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization                                                       51,832          57,363
Amortization of discount on notes payable                                          191,460         218,446
Amortization of deferred compensation                                               23,884          24,750
Net loss from assets held for disposal                                                  --          29,216
Changes in operating assets and liabilities:
      Accounts receivable                                                          (15,796)        (50,366)
      Inventory                                                                    (34,249)        (12,914)
      Prepaids and other current assets                                             24,552         (41,559)
      Deferred rent                                                                 (3,000)
      Accounts payable and accrued expenses                                        324,387          80,050
                                                                              ------------    ------------
                 Net Cash Used In Operating Activities                            (258,212)       (227,084)
                                                                              ------------    ------------

Cash flows from investing activities:
 Purchase of property and equipment                                                     --          (4,562)
                                                                              ------------    ------------

Cash flows from financing activities:
 Advance from shareholder and others                                                    --          13,000
 Proceeds from notes payable                                                       250,000         250,000

 Principal payments on capital leases                                               (3,785)         (1,979)
                                                                              ------------    ------------
          Net Cash Provided By Financing Activities                                246,215         261,021
                                                                              ------------    ------------

Net (decrease) increase in cash and cash equivalents                               (11,997)         29,375

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

Cash and cash equivalents, end of period                                      $      5,118    $     40,087
                                                                              ============    ============

Supplemental disclosure of cash flow information Cash paid for:
     Interest                                                                 $      9,914    $      6,110
                                                                              ============    ============
     Taxes                                                                    $        800    $        800
                                                                              ============    ============
Non-cash investing and financing activities:
Forfeiture of stock options                                                   $     99,000    $         --
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          26,968
Discount related to warrants and convertible notes                                 160,714         225,997
Acquisition of equipment through capital lease obligations                              --          47,365
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>

                         SENSOR SYSTEMS SOLUTIONS, INC.
                     CONDENSED NOTES TO FINANCIAL STATEMENTS
             FOR SIX MONTHS ENDED JUNE 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

      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 $821,282 and a negative cash flow from
      operations of $258,212 for six months ended June 30, 2005, and had a
      working capital deficiency of $1,365,929 and a stockholders' deficiency of
      $1,081,363 at June 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
      June 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 has a substantial working capital deficit. The Company's
      ability to implement its strategic plan related to acquisitions and
      production of new products as well as to continue operations will require
      additional capital. Therefore, the Company is actively seeking additional
      funds in the form of debt or equity or combination thereof. 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 six months ended June 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.

      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


                                       5
<PAGE>

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

      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 six months ended June 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:

<TABLE>
<CAPTION>
                                                       Six months ended June 30:
                                                          2005            2004
                                                      ------------    ------------
      <S>                                             <C>             <C>
      Net loss                                        $   (821,282)   $   (532,070)
      Add: Stock-based expense included in net loss         23,884          24,750
      Deduct: Fair value based stock-based expense         (25,960)        (26,900)
                                                      ------------    ------------
      Pro forma net loss                              $   (823,358)   $   (534,220)
                                                      ============    ============

      Basic and diluted earnings per share:
      As reported                                     $       (.01)   $      (0.04)
      Pro forma under SFAS No. 123                    $       (.01)   $      (0.04)
</TABLE>


     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 June 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.

     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,


                                       6
<PAGE>

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

      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 include 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.

      NOTE 2 INVENTORY

      Inventory consists of the following at:

                                      June 30,
                                        2005        December 31,
                                     (unaudited)        2004
                                     -----------    ------------
      Raw material                   $  146,280     $  149,840
      Work in process                        --          1,749
      Finished Goods                    108,413         68,856
                                     ----------     ----------
                                     $  254,693     $  220,445
                                     ==========     ==========

      NOTE 3 NOTES PAYABLE

      Notes payable consist of the following at:

<TABLE>
<CAPTION>
                                                                                       June 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    $     92,984

       Note payable, unsecured, interest payable monthly at prime + 3% per annum
       (prime rate at June 30, 2005 was 6.00%), 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

      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
</TABLE>


                                       7
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                       June 30,
                                                                                         2005        December 31,
                                                                                      (unaudited)        2004
                                                                                     ------------    ------------
       <S>                                                                           <C>             <C>
      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                                                       (121,561)        (49,061)
                                                                                     ------------    ------------

                                                                                     $    391,423    $    263,923
                                                                                     ============    ============
</TABLE>


      NOTE 4 NOTES PAYABLE, RELATED PARTIES

     Notes payable to related parties consist of the following at:
<TABLE>
<CAPTION>
                                                                                    June 30,
                                                                                       2005         December 31,
                                                                                    (unaudited)         2004
                                                                                    ------------    ------------
      <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 are 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, 2004. On September 16, 2004, a new
      note 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>


                                       8
<PAGE>

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

<TABLE>
<CAPTION>
      <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 was 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 to shareholder, 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 were
      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
</TABLE>


                                       9
<PAGE>

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

<TABLE>
<CAPTION>
      <S>                                                                             <C>            <C>
      October 2, 2004, a new note was issued to replace the original note. The
      intrinsic value of the beneficial conversion feature of the new note and
      new warrant, valued at $17,679, has been recorded as loan discount costs
      and were 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                                                       (26,786)       (130,032)
                                                                                    ------------    ------------

                                                                                    $    343,879    $    718,133
                                                                                    ============    ============
</TABLE>

     NOTE 5  STOCKHOLDERS' EQUITY

     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 Advanced Custom Sensors, Inc. (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 47,802,373 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.

     See Note 4 for issuance of stock and warrants to settle related party debt.


                                       10
<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


                                       11
<PAGE>

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.

      In addition to its core operational assets dedicated to the MEMS sensor
markets, 3S owns approximately 7.5% of TransOptiX, Inc., ("TransOptiX"), a
business dedicated to the development and production of high performance optical
switches. TransOptiX intends to make significant progress in 2005 and 2006 in
the optical switch segment by offering its switches at prices up to 40% below
its competition and with better performance.


      PLAN OF OPERATION

      We plan to grow our business in four areas.

      o     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.

      o     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.

      o     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.

      o     Strategic acquisition: Being a public company gives us an additional
            tool to grow our business through acquisition besides 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 June 30, 2005 and 2004

      Revenues

            We generated revenues of $303,256 for the three months ended June
      30, 2005, which was $107,059 or a 55% increase from $196,197 for the three
      months ended June 30, 2004. The increase is the result of the continuing
      sales effort, the addition of new sales representatives and the
      introduction of new products.

<PAGE>

      Gross Profit

            Gross profit for the three months ended June 30, 2005, was $76,686
      or 25.4% of revenues, compared to $91,221 or 46.5% for the three months
      ended June 30, 2004. The $14,535 decrease in gross profit was mainly due
      to late posting of inventory for new products in June 30, 2005.

      Total Operating expenses

      Operating expense

            Operating expense increased to $433,693 for the three months ended
      June 30, 2005 compared to $232,117 for the three months ended June 30,
      2004. The expense increased $201,576, 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.

      Amortization of discount on notes payable

            Amortization of discount on notes payable decreases to $36,339 for
      the three months ended June 30, 2005 compared to $157,834 for the three
      months ended June 30, 2004. The expense decreased $121,495, or 77%,
      primarily due to the settlement of two notes payable, Sino-American, Inc
      and Pei Jen Hsu.

      Net Loss

            Net loss from operations increased to ($393,346) for the three
      months ended June 30, 2005 compared to ($298,730) for the three months
      ended June 30, 2004. The $94,616 increase in net loss was primarily due
      to the increase in investment in R&D and production capacity, and the
      additional cost for being a public company.

Six months Ended June 30, 2005 and 2004

      Revenues

            We generated revenues of $508,271 for the six months ended June 30,
      2005, which was $204,795 or a 67% increase from $303,476 for the six
      months ended June 30, 2004. The increase was the result of the continuing
      sales effort, the addition of new sales representatives and the
      introduction of new products.

      Gross Profit .

            Gross Profit for the six months ended June 30, 2005, was $134,427 or
      26% of revenues, compared to $97,943 or 32% for the six months ended June
      30, 2004. The $36,484 increase in gross profit was generated by the
      increase in revenues.

      Total Operating expenses

      Operating expense

            Operating expense increased to $764,249 for the six months ended
      June 30, 2005 compared to $411,567 for the six months ended June 30, 2004.
      The expense increased $352,682, primarily as a result of an increase in


                                       12
<PAGE>

      interest expense and additional investment in R&D personnel and
      development, and professional fees for a public company.

      Amortization of discount on notes payable

            Amortization of discount on notes payable decreased to $191,460 for
      the six months ended June 30, 2005 compared to $218,446 for the six months
      ended June 30, 2004. The expense decreased $26,986, or 12%, primarily due
      to the settlement of two notes payable, Sino-American, Inc and Pei Jen
      Hsu.

      Net Loss

            Net loss increased to ($821,282) for the six months ended June 30,
      2005 compared to ($532,070) for the six months ended June 30, 2004. The
      $289,212 increase in net loss was primarily due to the $191,460 of notes
      payable- debt discount costs along with the increase in investment in R&D
      and production capacity, and the additional cost for being a public
      company.


      FINANCIAL CONDITION, LIQUIDITY, CAPITAL RESOURCES

      Going Concern

      The Company incurred a net loss of $821,282 and a negative cash flow from
      operations of $258,212 for six months ended June 30, 2005, and had a
      working capital deficiency of $1,365,929 and a stockholders' deficiency of
      $1,081,363 at June 30, 2005. These matters raise substantial doubt about
      the Company's ability to continue as a going concern.

      We have relied primarily on cash flow from operations, bank loans, and
      advances and investments for our capital requirements since inception.
      Current cash on hand will allow the Company to continue its operations for
      one month.

      At June 30, 2005, cash was $5,118 as compared to $17,115 at December 31,
      2004. The decrease is due to the increase in operating expense. The
      Company has a substantial working capital deficit. The Company's
      ability to implement its strategic plan related to acquisitions and
      production of new products as well as to continue operations will require
      additional capital. Therefore, the Company is actively seeking additonal
      funds in the form of debt or equity or combination thereof. However, no
      assurance can be given that such funds will be available or the term
      thereof. To the extent we are unable to raise sufficient funds, our
      business plan will be required to be substantially modified, its
      operations curtailed or protection under bankruptcy/reorganization laws
      sought.

      Commitments and Contingencies

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

      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:

                                       13
<PAGE>
<TABLE>
<CAPTION>
                                 Six months ended June 30,                                        Amount
      ---------------------------------------------------------------------------------    ---------------------
      <S>                                                                                  <C>
                                            2005                                                         $6,366
                                            2006                                                         12,732
                                            2007                                                         12,732
                                            2008                                                         12,732
                                            2009                                                          3,543
                                                                                           ---------------------
                                                                                                         48,105
      Amount representing interest                                                                     (11,133)
                                                                                           ---------------------
      Present value of minimum lease payments                                                            36,972
      Less: Current portion                                                                             (7,819)
                                                                                           ---------------------
                                                                                                       $ 29,153
                                                                                           =====================
</TABLE>

      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 is
      shared with TransOptix, which signed the lease as co-tenant with the
      Company. The Company and TransOptix have entered into an agreement
      stipulating each entities share of the rent, however, in event of default
      by TransOptix, the Company could contingently be liable for the full
      amount of the rent.

      Future minimum lease commitments for the Company's share under this lease
      at June 30, 2005 are as follows:

            Six months ended June 30,
                       2005                         $       50,239
                       2006                                106,382
                       2007                                 64,064
                                                    --------------

                                                    $      220,685
                                                    ==============

      The total lease commitment as of June 30, 2005 for which the Company could
      be contingently liable in the event of default of TransOptix is
      approximately $579,725. Rent expense for the six months ended June 30,
      2005 and 2004 was $59,766 and $58,579 respectively.

      Inflation and Changing Prices

      We doe 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

      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


                                       14
<PAGE>

      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 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


                                       15
<PAGE>

      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. We believe we 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 financing to bring our products into
commercial operation, finance working capital and pay for operating expenses and
capital requirements until we achieve a positive cash flow. 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 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


                                       16
<PAGE>

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 June 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, 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.


                                       17
<PAGE>

      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.


      OFF BALACE SHEET ARRANGMENTS

            There are no Off-Balance Sheet Arrangements to report.


                                       18
<PAGE>

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 inadequate 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.

      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.


                                       19
<PAGE>

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


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<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: August 18, 2005              /s/ Michael Young
                                          ----------------------------------
                                          Name: Michael Young
                                          Title: Chief Executive Officer and
                                          Principal
                                          Accounting Officer


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