UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-Q



QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES

EXCHANGE ACT OF 1934



For the Quarter ended September 30, 2012



Commission File Number: 0-50490



|INNER
    SYSTEMS, INC.                               
|------------------------------------------------------
|(Exact name of registrant as specified in its charter)



|New York                |  | 11-3447096                          
|----------------------- |  | ------------------------------------
|(State of organization) |  | (I.R.S. Employer Identification No.)



|1895 Byrd Drive                                   
|--------------------------------------------------
|East Meadow, NY 11554                             
|(Address of principal executive offices)          
|                                                  
|(516) 794-2179                                    
|Registrant’s telephone number, including area code
|                                                  
|n/a                                               
|Former address 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 during the past 12 months and (2) has been subject to such filing requirements
for the past 90 days. Yes x  No   ̈



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 and Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).   ̈ Yes  þ No



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



|Large Accelerated 
Filer  ̈ |  | Accelerated Filer ̈ |  | Non-Accelerated Filer  ̈ (Do not check if a smaller
 reporting company) |  | Smaller Reporting Company þ
|-------------------------- |  | ------------------ |  | ---------------------------------------------------------------------- |  | ---------------------------



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes x No  ̈



Securities registered under Section 12(g) of the Exchange Act:



Common Stock $.001 par value



There were 1,000,000 shares of common stock outstanding as of
November 12, 2012.











TABLE OF CONTENTS





---



|PART I - FINANCIAL INFORMATION
|------------------------------
|                              
|ITEM 1.                       
|ITEM 2.                       
|ITEM 3                        
|ITEM 4.                       
|                              
|PART II - OTHER INFORMATION   
|                              
|ITEM 1.                       
|ITEM 1A                       
|ITEM 2.                       
|ITEM 3.                       
|ITEM 4.                       
|ITEM 5.                       
|ITEM 6.                       
|                              
|SIGNATURES                    



2







PART I – FINANCIAL INFORMATION



ITEM 1. INTERIM FINANCIAL STATEMENTS



Inner Systems, Inc.

(A Development Stage Company)

Balance Sheets

|                                                                                                                                                                |  | September 
30, 2012 (unaudited) |          |   | December 31,
 2011 (audited) |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | -------- | - | ---------------------------- | -
|                                                                                                                                                                |  |                                 |          |   |                              |  
|ASSETS                                                                                                                                                          |  |                                 |          |   |                              |  
|                                                                                                                                                                |  |                                 |          |   |                              |  
|Current assets                                                                                                                                                  |  |                                 |          |   |                              |  
|Cash                                                                                                                                                            |  | $                               | 403      |   |                              | $
|Prepaid expenses                                                                                                                                                |  |                                 | 1000     |   |                              |  
|                                                                                                                                                                |  |                                 |          |   |                              |  
|TOTAL CURRENT ASSETS AND TOTAL ASSETS                                                                                                                           |  | $                               | 1,403    |   |                              | $
|                                                                                                                                                                |  |                                 |          |   |                              |  
|LIABILITIES & STOCKHOLDERS’ DEFICIT                                                                                                                             |  |                                 |          |   |                              |  
|                                                                                                                                                                |  |                                 |          |   |                              |  
|Current liabilities                                                                                                                                             |  |                                 |          |   |                              |  
|Accrued expenses                                                                                                                                                |  | $                               | 104,022  |   |                              | $
|Notes payable                                                                                                                                                   |  |                                 | 261,474  |   |                              |  
|                                                                                                                                                                |  |                                 |          |   |                              |  
|TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES                                                                                                                 |  |                                 | 365,496  |   |                              |  
|                                                                                                                                                                |  |                                 |          |   |                              |  
|Stockholders’ deficit                                                                                                                                           |  |                                 |          |   |                              |  
|Preferred stock, par value $0.001, 5,000,000 shares authorized, no shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively      |  |                                 | —        |   |                              |  
|Common stock, par value $0.001, 20,000,000 shares authorized, 1,000,000 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively |  |                                 | 1,000    |   |                              |  
|Additional paid-in capital                                                                                                                                      |  |                                 | 9,000    |   |                              |  
|Deficit accumulated during the development stage                                                                                                                |  |                                 | (374,093 | ) |                              |  
|                                                                                                                                                                |  |                                 |          |   |                              |  
|Total stockholders’ deficit                                                                                                                                     |  |                                 | (364,093 | ) |                              |  
|                                                                                                                                                                |  |                                 |          |   |                              |  
|TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                                                     |  | $                               | 1,403    |   |                              | $



The accompanying notes are an integral
part of these financial statements



3







INNER SYSTEMS, INC.

(A Development Stage Company)



STATEMENTS OF OPERATIONS

(unaudited)



|                                                       |  | Three Months ended September
    30 |           |   | Nine Months ended September
    30, |   |                                                                                            | Cumulative from August
    9, 2000 (Inception) to September 30, | 
|------------------------------------------------------ |  | ----------------------------------- | --------- | - | ----------------------------------- | - | ------------------------------------------------------------------------------------------ | --------------------------------------------------------------- | 
|                                                       |  | 2012                                |           |   | 2011                                |   |                                                                                            | 2012                                                            | 
|NET SALES                                              |  | $                                   | -         |   |                                     | $ | -                                                                                          |                                                                 | 
|                                                       |  |                                     |           |   |                                     |   |                                                                                            |                                                                 | 
|GENERAL AND ADMINISTRATIVE EXPENSES                    |  |                                     | 3,324     |   |                                     |   | 4,039                                                                                      |                                                                 | 
|INTEREST EXPENSE                                       |  |                                     | 3,456     |   |                                     |   | 3,411                                                                                      |                                                                 | 
|IMPAIRMENT OF REORGANIZATION VALUE                     |  |                                     | -         |   |                                     |   | -                                                                                          |                                                                 | 
|                                                       |  |                                     |           |   |                                     |   |                                                                                            |                                                                 | 
|NET LOSS                                               |  | $                                   | (6,780    | ) |                                     | $ | (7,450                                                                                     | )                                                               | 
|                                                       |  |                                     |           |   |                                     |   |                                                                                            |                                                                 | 
|PER SHARE INFORMATION                                  |  |                                     |           |   |                                     |   |                                                                                            |                                                                 | 
|Basic and diluted, net loss per share                  |  | $                                   | (.01      | ) |                                     | $ | (.01                                                                                       | )                                                               | 
|                                                       |  |                                     |           |   |                                     |   |                                                                                            |                                                                 | 
|Basic and diluted, weighted average shares outstanding |  |                                     | 1,000,000 |   |                                     |   | 1,
                                                                               000, 000 |                                                                 | 



The accompanying notes are an integral
part of these financial statements



4







Inner Systems, Inc.

(A Development Stage Company)

Statements of Cash Flows

(unaudited)



|                                                                            |  | Nine Months ended September 30, |         |   | Cumulative from Inception (August 9, 2000) to September 30, |  
|--------------------------------------------------------------------------- |  | ------------------------------- | ------- | - | ----------------------------------------------------------- | -
|                                                                            |  | 2012                            |         |   | 2011                                                        |  
|                                                                            |  |                                 |         |   |                                                             |  
|Cash flows relating to operating activities                                 |  |                                 |         |   |                                                             |  
|Net loss                                                                    |  | $                               | (25,138 | ) |                                                             | $
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                 |         |   |                                                             |  
|Impairment of reorganization value                                          |  |                                 | —       |   |                                                             |  
|Change in operating liabilities:                                            |  |                                 |         |   |                                                             |  
|Increase (decrease) in accrued expenses                                     |  |                                 | (12,434 | ) |                                                             |  
|Change in prepaid expenses                                                  |  |                                 | -       |   |                                                             |  
|                                                                            |  |                                 |         |   |                                                             |  
|Net cash used in operating activities                                       |  |                                 | (37,572 | ) |                                                             |  
|                                                                            |  |                                 |         |   |                                                             |  
|Cash flows relating to financing activities                                 |  |                                 |         |   |                                                             |  
|Proceeds from notes payable                                                 |  |                                 | 37,572  |   |                                                             |  
|                                                                            |  |                                 |         |   |                                                             |  
|Net cash provided by financing activities                                   |  |                                 | 37,572  |   |                                                             |  
|                                                                            |  |                                 |         |   |                                                             |  
|Increase (decrease) in cash                                                 |  |                                 | -       |   |                                                             |  
|Cash, beginning of period                                                   |  |                                 | 403     |   |                                                             |  
|                                                                            |  |                                 |         |   |                                                             |  
|Cash, end of period                                                         |  | $                               | 403     |   |                                                             | $
|                                                                            |  |                                 |         |   |                                                             |  
|Supplemental disclosure of cash flow information                            |  |                                 |         |   |                                                             |  
|Cash paid during the period for interest                                    |  | $                               | —       |   |                                                             | $
|Cash paid during the period for income taxes                                |  | $                               | —       |   |                                                             | $



The accompanying notes are an integral
part of these financial statements



5







INNER SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS



NOTE 1-  SIGNIFICANT ACCOUNTING POLICIES



Basis of Presentation



The accompanying unaudited financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial
information and with the instructions to Form 10-Q of Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.
In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation,
have been included. Operating results for the three and nine months ended September 30, 2012 are not necessarily indicative of
the results that may be expected for the year ending December 31, 2012. For further information, refer to the financial statements
and footnotes thereto included in the Form 10-K for the year ended December 31, 2011



NOTE 2 - FORMATION, NATURE OF BUSINESS



Inner Systems, Inc. (the “Company”),
a New York company, was organized in 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 entered the development stage
and is seeking to raise capital to fund possible acquisitions. The Company is actively searching for acquisition targets. As of
March 15, 2010, the Company had not identified any such targets.



The Company is dependent on advances from
investors and lenders for continued funding. There are no commitments or guarantees from any third party to provide such funding
nor is there any guarantee that the Company will be able to access the funding it requires to continue its operations. Through
September 30, 2012, the Company has raised $261,474 from debt financing. During the quarter ended September 30, 2012, the Company
received additional advances of $1,500.00. Additional funds will be necessary to continue operations. Although the Company intends
to obtain either additional debt or equity financing, there can be no assurance that it will be successful in doing so.



NOTE 3 - GOING CONCERN



The accompanying financial statements contemplate
continuation of the Company as a going concern. The Company is considered a development stage company, has not begun generating
revenue, and has experienced recurring net operating losses. The Company had a net loss of $6,780 and $31,319 for the period ended
September 30, 2012 and the year ended December 31, 2011, respectively, and a working capital deficiency of $364,093 at September
30, 2012. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial
statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts
and classification of liabilities that might result from this uncertainty.



6







INNER SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS



NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS



From time to time new
accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have
an impact on the Company’s accounting and reporting.  The Company believes that such recently issued accounting pronouncements
and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting
or that such impact will not be material to its financial position, results of operations and cash flows when implemented.



NOTE 5 - RELATED PARTY TRANSACTION



Through an oral agreement with the Company’s
President, the Company is provided office space, phone usage, equipment rental and other office services. The Company has not been
charged for these services as usage has been minimal.



NOTE 4 – NOTES PAYABLE



The Company financed operations through
loans from various investors (the “Notes”). The Notes, which represent $261,474 in the aggregate at September 30, 2012,
bear interest at the rate of 6% per annum and are generally due at the earlier of December 31, 2012, or a Change of Control Transaction
(as defined in the Notes). Additionally, the Notes are only convertible when the Company consummates a Change of Control Transaction.
The Notes are convertible at various rates ranging from $.005 to $.40 per share. Since the conversion feature in the Notes is contingent
on a future event outside the control of the investors, the value of the contingent beneficial conversion feature will not be recognized
until the contingency is resolved. At September 30, 2012, interest of $82,506 has been accrued. In the quarter ended September
30, 2012, the Company received an additional advance of $1,500.00. The Company expects that this advance will be converted into
notes on the same terms as the existing notes.



7







ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS AND PLAN OF OPERATION



The following discussion should be read
in conjunction with our unaudited financial statements and the notes thereto.



Forward-Looking Statements



This Interim Report on Form 10-Q contains,
in addition to historical information, certain forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 (“PLSRA”), Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),
and section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding Inner Systems, Inc.
(the “Company” or “Inner Systems,” also referred to as “us”, “we” or “our”).
Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the
fact that they do not relate strictly to historical or current facts. Forward-looking statements involve risks and uncertainties.
Forward-looking statements include statements regarding, among other things, (a) our projected sales, profitability, and cash flows,
(b) our growth strategies, (c) anticipated trends in our industries, (d) our future financing plans and (e) our anticipated needs
for working capital. They are generally identifiable by use of the words “may,” “will,” “should,”
“anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,”
“ongoing,” “expects,” “management believes,” “we believe,” “we intend”
or the negative of these words or other variations on these words or comparable terminology. These statements may be found under
“Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business,”
as well as in this Form 10-Q generally. In particular, these include statements relating to future actions, prospective products
or product approvals, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of
contingencies such as legal proceedings, and financial results.



Any or all of our forward-looking statements
in this report may turn out to be inaccurate. They can be affected by inaccurate assumptions we might make or by known or unknown
risks or uncertainties. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially
as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters
described in this Form 10-Q generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking
statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.
The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal
securities laws, we undertake no obligation to publicly update any forward-looking statements, whether as the result of new information,
future events, or otherwise. We intend that all forward-looking statements be subject to the safe harbor provisions of the PSLRA.



Plan of Operation



Overview



We are presently a shell company (as defined
in Rule 12b-2 of the Exchange Act) whose plan of operation over the next twelve months is to seek and, if possible, acquire an
operating business or valuable assets by entering into a business combination. We will not be restricted in our search for business
combination candidates to any particular geographical area, industry or industry segment, and may enter into a combination with
a private business engaged in any line of business, including service, finance, mining, manufacturing, real estate, oil and gas,
distribution, transportation, medical, communications, high technology, biotechnology or any other. Management's discretion is,
as a practical matter, unlimited in the selection of a combination candidate. Management will seek combination candidates in the
United States and other countries, as available time and resources permit, through existing associations and by word of mouth.
This plan of operation has been adopted in order to attempt to create value for our shareholders.



Inner Systems, Inc. (the “Company”)
was incorporated under the laws of the State of New York on September 16, 1997. On August 7, 1998, Inner System Industries, Inc.,
a Texas corporation and the owner and operator of a food service and vending machine business, was merged with and into the Company.
Thereafter, we owned and operated a food cafeteria, catering business and vending machine business from offices located in Commack,
New York.



On May 21, 1999, the Company filed a voluntary
petition for reorganization pursuant to Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Eastern
District of New York. We continued to operate our business as a debtor-in-possession. However, on or about August 25, 1999, we
sold our assets to Culinart, Inc. Then, on August 9, 2000, the Bankruptcy Court approved our plan of reorganization (the “Plan”).
The Plan stipulated payments of $395,000, the net proceeds from the sale of the assets, and the issuance of 1,000,000 shares to
the holders of various claims. The interests of the pre-petition shareholders were extinguished and the 3,198,948 shares of common
stock issued to the pre-petition shareholders were cancelled.



8







The Company’s current business plan
is to seek, investigate, and, if warranted, acquire one or more properties or businesses, and to pursue other related activities
intended to enhance shareholder value. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock,
or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture, or partnership. The Company
has limited capital, and it is unlikely that the Company will be able to take advantage of more than one such business opportunity.
The Company intends to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings.



Liquidity and Capital Resources



In the quarter ended September 30, 2012,
we financed operations through the accrual of accounts payable and loans from shareholders. Historically, we have financed operations
through the sale of Senior Convertible Promissory Notes (the “Notes”). For the quarter ended September 30, 2012, we
received $1,500.00 from the sale of Notes. As of September 30, 2012, there was $261,474 of Notes outstanding. The Notes carry interest
at 6% and are due at the earliest of December 31, 2012 or a change of control transaction.



We currently rely on loan proceeds or proceeds
from the sale of our securities to fund our operations. There is no assurance that we will be able to continue generating funds
from loans by investors. We are seeking to acquire business entities that will generate cash from operations.



For the remainder of the fiscal year ending
December 31, 2012, we anticipate incurring a loss as a result of continued 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, it will not generate revenues. It 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 remainder of the fiscal year
ending December 31, 2012, 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.



Based upon the company’s current
cash reserves, the Company does not have adequate resource to meet its short term or long-term cash requirements. 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. As a result, these conditions raise substantial doubt about our ability to continue as a going
concern.



Three Months Ended September 30,
2012 Compared to September 30, 2011



The following table summarizes the results
of our operations during the three months ended September 30, 2012 and 2011, respectively, and provides information regarding the
dollar and percentage increase or (decrease) from the current 3-month period to the prior 3-month period:



|Line Item                      |  | 9/30/12 (unaudited) |       |   | 9/30/2011 (unaudited) |   |       | Increase (Decrease) |  |  | Percentage Increase (Decrease) |  
|------------------------------ |  | ------------------- | ----- | - | --------------------- | - | ----- | ------------------- |  |  | ------------------------------ | -
|                               |  |                     |       |   |                       |   |       |                     |  |  |                                |  
|Revenues                       |  |                     | —     |   |                       |   | —     |                     |  |  | —                              |  
|Operating expenses             |  |                     | 3,324 |   |                       |   | 4,039 |                     |  |  | (715                           | )
|Interest expense               |  |                     | 3,456 |   |                       |   | 3,411 |                     |  |  | 45                             |  
|Net loss                       |  |                     | 6,780 |   |                       |   | 7,450 |                     |  |  | (670                           | )
|Loss per share of common stock |  | $                   | (0.01 | ) |                       | $ | (0.01 | )                   |  |  | -                              |  



9







We recorded a net loss of $6,780 for the
three months ended September 30, 2012 as compared with a net loss of $7,450 for the three months ended September 30, 2011.



Nine Months Ended September 30, 2012
Compared to September 30, 2011



The following table summarizes the results
of our operations during the nine months ended September 30, 2012 and 2011, respectively, and provides information regarding the
dollar and percentage increase or (decrease) from the current 9-month period to the prior 9-month period:



|Line Item                      |  | 9/30/12 (unaudited) |        |   | 9/30/2011 (unaudited) |   |        | Increase (Decrease) |  |  | Percentage Increase (Decrease) | 
|------------------------------ |  | ------------------- | ------ | - | --------------------- | - | ------ | ------------------- |  |  | ------------------------------ | 
|                               |  |                     |        |   |                       |   |        |                     |  |  |                                | 
|Revenues                       |  |                     | —      |   |                       |   | —      |                     |  |  | —                              | 
|Operating expenses             |  |                     | 14,914 |   |                       |   | 13,746 |                     |  |  | 1,168                          | 
|Interest expense               |  |                     | 10,224 |   |                       |   | 10,122 |                     |  |  | 102                            | 
|Net loss                       |  |                     | 25,138 |   |                       |   | 23,868 |                     |  |  | 1,940                          | 
|Loss per share of common stock |  | $                   | (0.03  | ) |                       | $ | (0.02  | )                   |  |  | 1,270                          | 



We recorded a net loss of $25,128 for the
nine months ended September 30, 2012 as compared with a net loss of $23,868 for the nine months ended September 30, 2011.



Off Balance Sheet Arrangements



We do not have any off balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that are material to an investor
in our securities.



Seasonality



Our operating results are not affected
by seasonality.



Inflation



Our business and operating results are
not affected in any material way by inflation.



Critical Accounting Policies



The Securities and Exchange Commission
issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies”
suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. In Financial
Reporting Release No. 60, the Securities and Exchange Commission has defined the most critical accounting policies as the ones
that are most important to the portrayal of a company’s financial condition and operating results, and require management
to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently
uncertain. The nature of our business generally does not call for the preparation or use of estimates other than with respect to
the valuation allowance on its deferred tax assets as a result of the Company’s Net Operating Loss carry-forward. Due to
the fact that the Company does not have any operating business, we do not believe that we do not have any such critical accounting
policies.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK



As a “smaller reporting company”
as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.



Item 4. CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



10







Under the supervision and with the participation
of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our
disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of September 30, 2012. Based on this evaluation, our principal executive officer
and principal financial officer have concluded that our disclosure controls and procedures are not effective to ensure that information
required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure
and controls are not designed to ensure that information required to be disclosed by us in the reports that we file or submit under
the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial
officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



The matters involving internal controls
and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight
Board were: (1) lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of
required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective
controls over period end financial disclosure and reporting processes.



Management believes that the material weaknesses
set forth in items (2) and (3) above did not have an effect on our financial results.  However, management believes that
the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in
ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a
material misstatement in our financial statements in future periods.



Changes in Internal Control Over Financial
Reporting



There have been no changes in our “internal
control over financial reporting” (as defined in Rule 13a-15(f) under the Securities Exchange Act) that occurred during the
period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.



PART II - OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------



There are no legal proceedings which are
pending or have been threatened against us or any of our officers, directors or control persons of which management is aware.



|ITEM 1A. | RISK FACTORS.
|-------- | -------------



As a “smaller reporting company”
as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES
|------- | ---------------------------------------



Except as may have previously been disclosed
on a current report on Form 8-K or a quarterly report on Form 10-Q, we have not sold any of our securities in a private placement
transaction or otherwise during the past three years.



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------



Not applicable.



|ITEM 4. | (REMOVED AND RESERVED)
|------- | ----------------------



None.



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|ITEM 5. | OTHER INFORMATION
|------- | -----------------



None.



|ITEM 6. | EXHIBITS
|------- | --------



|Exhibit No. |  | Description                                                                                                                                                                                     
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                 
|31.1        |  | Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                   
|31.2        |  | Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                   
|32.1        |  | Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



SIGNATURES



In accordance with the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|                        | INNER SYSTEMS, INC.
|----------------------- | -------------------
|                        |                    
|Date: November 12, 2012 | By:                
|                        | John M. Sharpe, Jr.
|                        | President          



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EXHIBIT INDEX



|Exhibit No. |  | Description                                                                                                                                                                                     
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                 
|31.1        |  | Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                   
|31.2        |  | Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                   
|32.1        |  | Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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