UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
(Mark one)

[X]      QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended March 31, 2005
                                        --------------

                                       OR

[ ]      TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from __________ to __________.


                         Commission file number 0-50490
                                                -------

                               INNER SYSTEMS, INC.
                               -------------------
              (Exact name of small business issuer in its charter)

                    New York                                11-3447096
         -------------------------------               -------------------
         (State or other jurisdiction of                (I.R.S. Employer


                     1895 Byrd Drive, East Meadow, NY 11554
                     --------------------------------------
                    (Address of principal executive offices)

                                 (516) 794-2179
                                 --------------
                           (Issuer's telephone number)

                                       N/A
                                       ---
              (Former name, former address and former fiscal year,
                          if changed since last report)

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

                        YES     X          NO
                            ---------         ---------

         The number of shares outstanding of the issuer's Common Stock, $.001
par value per share, as of May 13, 2005, is 1,000,000.

Transitional Small Business Disclosure Format (check one):

                        YES                NO     X
                            ---------         ---------
<PAGE>
                          PART I. FINANCIAL INFORMATION

                                                             INNER SYSTEMS, INC.
                                                   (A Development Stage Company)

                                                         CONDENSED BALANCE SHEET
                                                                     (unaudited)
________________________________________________________________________________


                                     ASSETS
                                     ------
                                                                       March 31,
                                                                         2005
                                                                       --------

CURRENT ASSETS ...................................................     $    218
                                                                       --------

          TOTAL ASSETS ...........................................     $    218
                                                                       ========


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

CURRENT LIABILITIES
   Accrued expenses ..............................................     $ 10,851
   Notes payable .................................................       65,444
                                                                       --------
          TOTAL LIABILITIES ......................................       76,295
                                                                       --------

CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
   Preferred stock, par value $0.001; 5,000,000 shares
     authorized, no shares issued and outstanding ................            -

   Common stock, par value $0.001; 20,000,000 shares
    authorized, 1,000,000 shares issued and outstanding ..........        1,000
   Additional paid in capital ....................................        9,000
   Deficit accumulated during the development stage ..............      (86,077)
                                                                       --------

          TOTAL STOCKHOLDERS' DEFICIENCY .........................      (74,077)
                                                                       --------

          TOTAL LIABILITIES AND
           STOCKHOLDERS' DEFICIENCY ..............................     $    218
                                                                       ========

                  See notes to condensed financial statements.

                                        2
<PAGE>
                                                             INNER SYSTEMS, INC.
                                                   (A Development Stage Company)

                                              CONDENSED STATEMENTS OF OPERATIONS
                                                                     (unaudited)
________________________________________________________________________________


                                                                 Cumulative from
                                       Three Months Ended         August 9, 2000
                                            March 31,              (Inception)
                                   ---------------------------     to March 31,
                                       2005           2004            2005
                                   -----------     -----------   ---------------

NET SALES ......................   $         -     $         -     $         -

GENERAL AND ADMINISTRATIVE
   EXPENSES ....................         3,525           5,568          73,378

INTEREST EXPENSE ...............           985               -           2,699

IMPAIRMENT OF REORGANIZATION
   VALUE .......................             -               -          10,000
                                   -----------     -----------     -----------

          NET LOSS .............   $    (4,510)    $    (5,568)    $   (86,077)
                                   ===========     ===========     ===========

PER SHARE INFORMATION
   Basic and diluted,
    net loss per share .........   $      (.00)    $      (.01)
                                   ===========     ===========



   Basic and diluted,
    weighted shares outstanding      1,000,000       1,000,000
                                   ===========     ===========

                  See notes to condensed financial statements.

                                        3
<PAGE>
                                                             INNER SYSTEMS, INC.
                                                   (A Development Stage Company)

                                              CONDENSED STATEMENTS OF CASH FLOWS
                                                                     (unaudited)
________________________________________________________________________________


                                                For the          Cumulative from
                                          Three Months Ended      August 9, 2000
                                               March 31,           (Inception)
                                          ------------------       to March 31,
                                            2005       2004           2005
                                          -------    -------     ---------------

CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss ............................... $(4,510)   $(5,568)       $(86,077)
  Adjustments to reconcile net loss to
   net cash from operating activities:
    Impairment of reorganization value ..       -          -          10,000
  Changes in operating liabilities:
    Accrued expenses ....................   4,510      5,568          10,851
                                          -------    -------        --------

     NET CASH FROM OPERATING ACTIVITIES .       -          -         (65,226)
                                          -------    -------        --------

CASH FLOWS FROM INVESTING ACTIVITIES ....       -          -               -
                                          -------    -------        --------

CASH FLOWS FROM FINANCING ACTIVITIES
 Issuance of Notes Payable ..............       -          -          65,444
                                          -------    -------        --------

     NET INCREASE IN CASH ...............       -          -             218


CASH - Beginning ........................     218          -               -
                                          -------    -------        --------



CASH - Ending ........................... $   218    $     -        $    218
                                          =======    =======        ========

                  See notes to condensed financial statements.

                                        4
<PAGE>
                                                             INNER SYSTEMS, INC.
                                                   (A Development Stage Company)

                                         NOTES TO CONDENSED FINANCIAL STATEMENTS
                                                                     (unaudited)

                                      For the Quarter Ended March 31, 2005, 2004
                                  And Cumulative From August 9, 2000 (Inception)
________________________________________________________________________________


NOTE 1 - Formation, Nature of Business and Going Concern

Inner Systems, Inc. (the "Company"), a Delaware company, was organized in May
1997. The Company was in the business of providing concession services. On May
21, 1999, the Company filed a voluntary petition for reorganization pursuant to
Chapter 11 of the United States Bankruptcy Code. The petition was filed in the
United States Bankruptcy Court for the Eastern District of New York and its plan
of reorganization was confirmed on August 9, 2000 ("Inception Date").

Pursuant to the plan of reorganization, the Company sold its operations to an
unrelated third party. Effective August 9, 2000, the Company is in the
development stage and is seeking to raise capital to fund possible acquisitions.
The Company is actively searching for acquisition targets. As of May 16, 2005,
the Company had not identified any such targets.

The Company has not commenced principal operations as of March 31, 2005 and
there is no assurance that the Company will have the ability to carry out its
business plan without raising sufficient debt or equity financing. Through March
31, 2005, the Company has raised $65,444 from debt financing and has raised an
additional $7,500 through May 16, 2005 (Note 4); additional funds will be
necessary. Although the Company intends to obtain either additional debt or
equity financing, there can be no assurance that they will be successful. These
factors raise substantial doubt as to the Company's ability to continue as a
going concern. The financial statements do not include any disclosures that
might be necessary should the Company be unable to continue as a going concern.

NOTE 2 - Basis of Presentation

Our accompanying unaudited condensed financial statements reflect all
adjustments, which are, in the opinion of management, necessary to make the
financial position, results of operations and cash flows not misleading as of
March 31, 2005 and for all periods presented. All such adjustments are of a
normal recurring nature. The results of operations for the three months ended
March 31, 2005 are not necessarily indicative of the results that may be
expected for any other interim period or the full year. The condensed financial
statements should be read in conjunction with the notes to the financial
statements and in conjunction with the Company's audited financial statements
for the period August 9, 2000 (Inception) through December 31, 2004, which are
included in the Company's annual report on Form 10-KSB for the year ended
December 31, 2004. The accounting policies used to prepare the condensed
financial statements are consistent with those described in the December 31,
2004 financial statements.

                                        5
<PAGE>
                                                             INNER SYSTEMS, INC.
                                                   (A Development Stage Company)

                                         NOTES TO CONDENSED FINANCIAL STATEMENTS
                                                                     (unaudited)

                                      For the Quarter Ended March 31, 2005, 2004
                                  And Cumulative From August 9, 2000 (Inception)
________________________________________________________________________________


NOTE 3 - Summary of Significant Accounting Principles

STOCK BASED COMPENSATION

The Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards ("SFAS") No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure". SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock Based Compensation," to provide an alternative method of
transition to SFAS No. 123's fair value method of accounting for stock-based
employee compensation. SFAS No. 148 also amends the disclosure provisions of
SFAS No. 123 and Accounting Principles Board ("APB") Opinion No. 28, "Interim
Financial Reporting," to require disclosure in the summary of significant
accounting policies of the effects of an entity's accounting policy with respect
to stock-based employee compensation on reported net loss and loss per share in
annual and interim financial statements. While the statement does not amend SFAS
No. 123 to require companies to account for employee stock options using the
fair value method, the disclosure provisions of SFAS No. 148 are applicable to
all companies with stock-based employee compensation, regardless of whether they
account for that compensation using the fair value method of SFAS No. 123, or
the intrinsic value method of APB Opinion No. 25. The Company will account for
employee stock based compensation if and when they issue any options or other
contracts to issue common stock, according to APB Opinion No. 25. As of March
31, 2005, the Company had not issued any options or entered into any other
contracts to issue common stock. Accordingly, the adoption of SFAS No. 148 did
not have a material impact on net loss or pro forma net loss applying the fair
value method.

In December 2004, the FASB issued SFAS No. 123R "Share Based Payment." This
statement is a revision of SFAS No. 123 and supersedes APB Opinion No. 25, and
its related implementation guidance. SFAS No. 123R addresses all forms of share
based payment ("SBP") awards including shares issued under employee stock
purchase plans, stock options, restricted stock and stock appreciation rights.
Under SFAS No. 123R, SBP awards result in a cost that will be measured at fair
value on the awards' grant date, based on the estimated number of awards that
are expected to vest. This statement is effective for the Company as of January
1, 2006. The Company does not expect the adoption of SFAS No. 123R to have a
material effect on its financial position, results of operations or cash flows.

                                        6
<PAGE>
                                                             INNER SYSTEMS, INC.
                                                   (A Development Stage Company)

                                         NOTES TO CONDENSED FINANCIAL STATEMENTS
                                                                     (unaudited)

                                      For the Quarter Ended March 31, 2005, 2004
                                  And Cumulative From August 9, 2000 (Inception)
________________________________________________________________________________


USE OF ESTIMATES IN THE FINANCIAL STATEMENTS

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 and 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.

LOSS PER SHARE

The Company utilizes the provisions of SFAS No. 128, "Earnings per Share." SFAS
No. 128 requires the presentation of basic and diluted earnings per share
("EPS"). Basic EPS is computed by dividing income available to common
stockholders by the weighted-average number of common shares outstanding for the
period. Diluted EPS includes the potential dilution that could occur if options
or other contracts to issue common stock were exercised or converted. During the
period August 9, 2000 (Inception) through March 31, 2005, no options or other
contracts to issue common stock were issued or entered into. Accordingly, basic
and diluted earnings per share are identical. See Note 4 for the issuance of
Senior Convertible Promissory Notes in January 2005, which contain a contingent
conversion feature.

NOTE 4 - Notes Payable

The Company financed operations through loans from various investors.
Originally, these loans were evidenced by Demand Promissory Notes bearing
interest at the rate of 6% per annum, although it was the intention of
management of the Company and the investors to exchange these notes for
convertible promissory notes which would be convertible into shares of the
Company's common stock. On January 14, 2005, management finalized the specific
terms of their agreement and form of documents and exchanged the original Demand
Promissory Notes for Senior Convertible Promissory Notes (the "Notes"). The
Notes, which represent $65,444 in the aggregate, continue to bear interest at
the rate of 6% per annum and are generally due at the earlier of December 31,
2005, or a Change of Control Transaction (as defined below). Additionally, the
Notes are only convertible when the Company consummates a Change of Control
Transaction. A Change in Control Transaction shall mean (i) a sale of all or
substantially all of the Company's assets, (ii) a transaction (or series of
transactions, including merger, consolidation or other reorganization of the
Company, or issuance of additional shares of capital stock of the Company other
than in connection with capital raising transactions) which results in the
holders of the Company's capital stock prior to the transaction owning less than

                                        7
<PAGE>
                                                             INNER SYSTEMS, INC.
                                                   (A Development Stage Company)

                                         NOTES TO CONDENSED FINANCIAL STATEMENTS
                                                                     (unaudited)

                                      For the Quarter Ended March 31, 2005, 2004
                                  And Cumulative From August 9, 2000 (Inception)
________________________________________________________________________________


50% of the voting power, on a fully diluted, as-converted basis for all
outstanding classes thereof, of the Company's capital stock after the
transaction or (iii) a liquidation, dissolution or winding up of the Company.
The Notes are convertible at various rates ranging from $.005 to $.05 per share,
representing an aggregate of 4,008,880 shares potentially issuable. Since the
conversion feature in the Notes is contingent on a future event outside the
control of the investors, the contingent beneficial conversion feature, valued
at approximately $65,000, will not be recognized until the contingency is
resolved.

The holders of the Notes were also granted Registration Rights with respect to
the shares of common stock issuable upon conversion of the Notes, if they are
converted. These rights are evidenced by a Registration Rights Agreement between
the Company and the holders of the Notes.

On April 13, 2005, the Company borrowed an additional $7,500. It is contemplated
that this obligation will be memorialized in a convertible promissory note on
the same terms as the Notes.

                                        8
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

LIQUIDITY AND CAPITAL RESOURCES

         In the quarter ended March 31, 2005, we financed operations with an
increase in accrued expenses in the amount of $4,510. On April 13, 2005, the
Company borrowed an additional $7,500. These funds were utilized to satisfy most
of the accrued expenses reflected on the Company's balance sheet at March 31,
2005. We are seeking to acquire business entities that will generate cash from
operations.

         For the fiscal year ending December 31, 2005, we anticipate incurring a
loss as a result of expenses associated with compliance with the reporting
requirements of the Exchange Act, and expenses associated with locating and
evaluating acquisition candidates. We anticipate that until a business
combination is completed with an acquisition candidate, we will not generate
revenues. We may also continue to operate at a loss after completing a business
combination, depending upon the performance of the acquired business.

PLAN OF OPERATIONS AND NEED FOR ADDITIONAL FINANCING

         During the fiscal year ending December 31, 2005, we plan to continue
with efforts to seek, investigate, and, if warranted, acquire one or more
properties or businesses. We also plan to file all required periodic reports and
to maintain our status as a fully-reporting company under the Exchange Act. In
order to proceed with its plans for the next year, it is anticipated that we
will require additional capital in order to meet its cash needs. These include
the costs of compliance with the continuing reporting requirements of the
Exchange Act as well as any costs we may incur in seeking business
opportunities.

         No specific commitments to provide additional funds have been made by
management, the principal stockholders or other stockholders, and we have no
current plans, proposals, arrangements or understandings with respect to the
sale or issuance of additional securities prior to the location of a merger or
acquisition candidate. Accordingly, there can be no assurance that any
additional funds will be available to us to allow us to cover our expenses.
Notwithstanding the foregoing, to the extent that additional funds are required,
we anticipate receiving such funds in the form of advancements from current
stockholders without issuance of additional shares or other securities, or
through the private placement of restricted securities rather than through a
public offering. As a result, these conditions raise substantial doubt about our
ability to continue as a going concern.

CRITICAL ACCOUNTING POLICIES

         The preparation of financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and 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. For example, unexpected changes in market conditions or a
downturn in the economy could adversely affect actual results. Estimates are
used in accounting for, among other things, legal liability and contingencies.
Estimates and assumptions are reviewed periodically and the effects of revisions
are reflected in the Financial Statements in the period they are determined to
be necessary.

                                        9
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

         The Company's management, which is comprised solely of John Sharpe, has
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(c)
and 5d-15(c). Based upon that evaluation, our chief executive officer and chief
financial officer concluded that our disclosure controls and procedures were not
effective as of the end of the period covered by this report. This material
weakness is the result of the Company's complete dependence upon John M. Sharpe,
Jr., who acts as both chief executive officer and chief financial officer, and
the lack of staff with public accounting experience.

         Although this constitutes a material weakness in the Company's
financial reporting, management has decided that, in light of the Company's
financial situation and limited operations, the risks associated with the
dependence upon Mr. Sharpe as compared to the potential benefits of adding new
employees, does not justify the expenses that would need to be incurred to
remedy this situation. Management will periodically re-evaluate this situation.
If the situation changes and/or sufficient capital is obtained, it is the
Company's intention to increase staffing to mitigate the current dependence upon
Mr. Sharpe and limited experience with public accounting.

         There have been no changes in our internal controls over financial
reporting or other factors which has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable.


ITEM 2.  CHANGES IN SECURITIES

         Not Applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable

                                       10
<PAGE>

ITEM 5.  OTHER INFORMATION

         Not Applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         a. EXHIBITS.

         31    Certification of CEO and CFO Pursuant to Section 302
         32    Certification of CEO and CFO Pursuant to Section 906

         b. FORM 8-K. None

                                       11
<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                        INNER SYSTEMS, INC.


Date: May 20, 2005                      By: /s/ John M. Sharpe, Jr.
                                            -----------------------
                                            John M. Sharpe, Jr., President

                                       12