**UNITED
          STATES SECURITIES AND EXCHANGE COMMISSION**
 WASHINGTON,
          D.C. 20549
  **FORM
          10-KSB**
  Annual
          Report Pursuant to Section 13 or 15 (d) of the Securities Act of
          1934
 For
          the
          fiscal year ended December 31, 2006
  *Commission
          File number: 000-49950*
  **Inrob
          Tech Ltd.**
 (Exact
          name of small business issuer as specified in its charter)
  **Nevada**
 (State
          or
          other jurisdiction of Incorporation or organization)
  88-0219239
 (IRS
          Employee Identification No.)
 1515
          Tropicana Ave, Suite 140
 Las
          Vegas
          NV 89119
 702-795-3601
 (Address
          of principal executive offices and telephone number)
  Check
          whether the issuer is not required to file reports pursuant to Section
          13
 or
          15(d)
          of the Exchange Act o
  Indicate
          by check mark whether the Company (1) has filed all reports required to
          be filed
          by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during
          the
          preceding 12 months (or for such shorter period that the Company was required
          to
          file such reports), and (2) has been .subject to such filing requirements
          for
          the past 90 days. Yes x No o
  Check
          if
          there is no disclosure of delinquent filers in response to Item 405 of
          Regulation S-B contained in this form, and no disclosure will be contained,
          to
          the best of the Company's knowledge, in definitive proxy or information
          statements incorporated by reference in Part III of this Form 10-KSB or
          any
          amendment to this Form 10-KSB o
  Indicate
          by check mark whether the Company is a shell company (as defined in Rule
          12b-2
          of the Exchange Act). Yes o No x
  State
          the
          issuer's revenues for its most recent fiscal year: $1,656,798
  State
          the
          aggregate market value of the voting and non-voting common equity held
          by
          non-affiliates based on the average bid and asked prices of such common
          equity,
          as of a specified date within the past 60 days: As of March 30, 2007, the
          aggregate market value was approximately $9,572,160.
  State
          the
          number of shares outstanding of each of the issuer's classes of common
          stock, as
          of the latest practicable date:
  Common
                    Stock, $0.001 par value
                63,258,586(Class)
                (Outstanding
                    as of March 30, 2007)
  Transitional
          Small Business Disclosure Format (Check one): Yes o; No _X_
  
 
 **PART
          I**
  **FORWARD
          LOOKING STATEMENTS**
  The
          following discussion should be read in conjunction with our audited financial
          statements and notes thereto included herein. In connection with, and because
          we
          desire to take advantage of, the "safe harbor" provisions of the Private
          Securities Litigation Reform Act of 1995, we caution readers regarding
          certain
          forward looking statements in the following discussion and elsewhere in
          this
          report and in any other statement made by, or on our behalf, whether or
          not in
          future filings with the Securities and Exchange Commission. Forward-looking
          statements are statements not based on historical information and which
          relate
          to future operations, strategies, financial results or other developments.
          Forward looking statements are necessarily based upon estimates and assumptions
          that are inherently subject to significant business, economic and competitive
          uncertainties and contingencies, many of which are beyond our control and
          many
          of which, with respect to future business decisions, are subject to change.
          These uncertainties and contingencies can affect actual results and could
          cause
          actual results to differ materially from those expressed in any forward-looking
          statements made by, or on our behalf. We disclaim any obligation to update
          forward-looking statements.
  **Item
          1. Description of Business**
 
 **General**
  We
          were
          incorporated under the laws of Nevada on March 25, 1986, under the name
          Beeper
          Plus, Inc. In April 2001, we consummated a Purchase and Sale transaction
          for the
          sale of our paging business known as The Sports Page and Score Page to
          BeepMe, a
          third party vendor and our creditor. As a consequence of the sale of our
          paging
          business, we ceased business operations in the paging business. In July
          2003, we
          changed our name to Western Gaming Corporation. Under that name we were
          in the
          business of collecting, organizing and disseminating timely sports information
          through wireless services to individual and corporate customers throughout
          the
          United States, Canada and the Caribbean, as well as news information through
          a
          network of resellers.
  On
          July
          21, 2005, we entered into a Stock Purchase Agreement with the sole shareholder
          of Inrob Ltd., Ben-Tsur Joseph, whereby all of the issued and outstanding
          shares
          of Inrob Ltd. (10,020 shares of common stock) were acquired by us for a
          total of
          26,442,585 shares of Common Stock, issued after the reverse split of the
          Common
          Stock at the rate of 10.98 shares of old Common Stock for each one share
          of new
          Common Stock. As part of the reverse merger, 2,057,415 shares of our Common
          Stock were purchased by Inrob Ltd on behalf of Mr. Joseph. Thereafter,
          Mr.
          Joseph entered into a Share Transfer and Loan Agreement with Inrob Ltd.
          whereby
          Inrob Ltd. transferred to Mr. Joseph 2,057,415 shares of our Common Stock
          in
          exchange for a promissory note issued by Mr. Joseph in the amount of $475,000.
          The name of our Company was changed to Inrob Tech Ltd. effective August
          17,
          2005.
  The
          shares issued to Mr. Joseph, together with the shares issued to Inrob Ltd.
          in
          the reverse merger, gave Mr. Joseph, at the time of the transaction, control
          over approximately 95% of the issued and outstanding shares of our common
          stock
          immediately after the effectiveness of the reverse split. As part of the
          transaction with Mr. Joseph, Mr. Frank DeRenzo, our former President and
          former
          controlling shareholder, received a total of 350,000 shares of post reverse
          common stock for consultancy services provided in the past.
  General
          Information
  Inrob
          Ltd, our wholly owned Israel based subsidiary (herein referred to as “Inrob
          Ltd.”), was established in 1988 as an engineering firm providing a
          cost-efficient solution for organizations to outsource maintenance of critical
          and sophisticated equipment. Through Inrob Ltd., we now provide maintenance
          support of industrial electronic, electro-mechanical, optical and other
          scientific equipment, mainly to customers in the defense industry. We also
          develop, integrate and produce advanced wireless control solutions for
          unmanned
          ground vehicle (“UVR”) robots. Our remote control systems are the "brains" for
          many UVR solutions. Our objective is to be a world leader in the development
          and
          production of advanced wireless control systems and integrated solutions
          for
          robots. We aim to provide integrated solutions to meet the needs of a wide
          range
          of mission-critical military, law enforcement and civilian
          applications.
 
 Inrob's
          current maintenance activity encompasses the repair and calibration of
          technologically advanced instruments and systems for companies and organizations
          such as the Israeli defense forces and Ministry of defense, various defense
          oriented industries, hospitals and medical centers, universities and academic
          institutes, laboratories and research centers, energy and infrastructure
          facilities, communication companies and transport and aviation
          organizations.
 
 Inrob's
          maintenance staff is composed of experienced staff and support technicians.
          Inrob's personnel is regularly updated with current technological evolutions
          and
          participates on a regular basis in further training to keep themselves
          up to
          date with developments in Inrob's field of operation. For the supply of
          its
          maintenance services Inrob keeps a large and versatile array of high end,
          top of
          the line, electronic testing and repair appliances available for such
          use.
  The
          current nature of Israel's security situation coupled with our close work
          with
          the Israel Defense Forces ("IDF") and the Israeli police, have helped
            us
            gain extensive experience in a wide range of military and law enforcement
            UVR
            applications and control solutions. We have the
 ability
            to provide fast and reliable solutions to meet the immediate operational
            needs
            of front-line IDF units as they arise. We recently began targeting the
            civilian
            applications market, which includes dangerous tasks such as nuclear plant
            maintenance, inspection and decommissioning, the demolition industry,
            firefighting, and rescue services.
 
 1
  
  
  Our
          UVR
          solutions include:
  ·
                Remote
                    control systems (the "brains" of any
                    robot);
 ·
                Complete
                    robot systems;
 ·
                Customized
                    solutions
  We
          are
          certified to design, manufacture and maintain electronic, optical and
          electro-mechanical equipment and are a certified supplier to the Israel
          Defense
          Forces and the Israeli Air Force. We have also been issued a certificate
          from
          the Israeli Air Force stating that our quality system is approved to perform
          inspection of products and services supplied to the Israeli Air
          Force.
  **Market
          for our Products**
 
 Robots
          are increasingly used in tasks involving any of the "three D’s" -- dirty,
          dangerous or dull. Many commercial industries have successfully made use
          of
          robotic technology in well-structured ground environments such as manufacturing
          and in semi structured environments such as automated agriculture. There
          is also
          extensive use of unmanned vehicles in the relatively uncluttered environments
          of
          air and sea operations. However, perhaps the most difficult challenge for
          robots
          today is the use of unmanned ground vehicles in the unstructured, complex
          and
          changing outdoor environment of land operations.
 
 Our
          target market is the full range of military, law enforcement and civilian
          mission-critical applications for unmanned ground vehicles. We have particular
          expertise and experience in such applications of UVRs.
 
 Advances
          in remote-control technologies are leading to increased use of UVRs. For
          example, UVRs are expected to produce significant changes in ground warfare.
          Under a plan presented to the United States Congress by Senator John Warner
          of
          Virginia in 2000, by 2015 one-third of US ground combat vehicles would
          be
          unmanned. The Senate Armed Services Committee responded by earmarking $246
          million in the 2001 budget for research in unmanned ground and air systems.
          The
          United States defense budget also includes significant funding for unmanned
          vehicle projects including research by the Defense Advanced Research Projects
          Agency (DARPA), which develops advanced technologies for the US Army's
          future
          combat systems. We have, with one relatively insignificant exception, made
          no
          sales outside of Israel to date, and cannot assure you that sales to the
          United
          States or other countries will be made on commercially acceptable terms,
          if at
          all.
 
 Over
          time, robotic technologies will enable UVRs to be more independent. Autonomous
          and semi autonomous mobile robots maneuvering between obstacles in real
          environments and operating independently, is one of the most challenging
          research and development topics in mobile robotics today. The control algorithms
          under development include collecting information from various sensors (laser
          range finders, ultrasonic sensors, infrared sensors), processing this
          information, including use of artificial intelligence, and generating real-time
          instructions for the desired robot motion.
  *Military
          Applications:*
 
 Explosive
          Ordinance Disposal (“EOD”) . Robots
          reduce or eliminate the bomb technician's time-on-target. Procedures performed
          during bomb disposal missions include surveillance and inspection, X-ray
          imaging, and disruption. These tasks require that sensors or tools be placed
          in
          close proximity to the threat. A robot takes risk out of potentially deadly
          scenarios and lets a bomb technician focus on what to do with the explosive
          device rather than on the immediate danger to his life.
 
 Other
          Military Applications .
          There
          are many other military tasks that are candidates for UVR employment. These
          include:
 
 ·
                Weapons
                    platforms;
 ·
                Reconnaissance
                    and intelligence gathering;
 ·
                Target
                    acquisition, including a kamikaze role of guiding weapons to
                    target;
 ·
                Nuclear,
                    biological and chemical (“NBC”) warfare surveillance and
                    monitoring;
 ·
                Ambushes;
 ·
                Decoy
                    and deception;
 ·
                Combat
                    engineering, including establishing and breaching
                    obstacles;
 ·
                Communications
                    relay;
 ·
                Remote
                    sensors deployment and monitoring;
 ·
                Deploying
                    mines;
 
 2
  
  
 
 ·
                Forward
                    area re-supply; and
 ·
                Adding
                    greater realism in training
                    exercises.
  *Law
          Enforcement Applications:*
 
 Improvised
          Explosive Devices (“IED”) .
          This
          was one of the earliest applications of remotely controlled robots, developed
          by
          the British Army in the early 1970's for use in Northern Ireland. While
          there
          are many similarities between military and law enforcement bomb disposal
          operations, the threats are sufficiently different to treat the two as
          separate
          markets. In addition to EOD, law enforcement bomb disposal more likely
          involves
          dealing with relatively unstable explosive devices. The very act of approaching
          a suspected object can be dangerous as points along the path to the device
          may
          be booby-trapped. In addition, no matter how careful a bomb technician
          is in the
          inspection or handling of an IED, the possibility always exists that the
          bomber
          is waiting nearby to remotely operate the device or a secondary device
          when the
          bomb technician is within range. There are approximately 550 bomb squads
          in the
          United States. According to an April 2000 report prepared by the Counter
          Terrorism Technology Support Office (“CTTSO”), less than 30 percent are equipped
          with bomb disposal robots. While this percentage may have risen since September
          11, 2001, we believe there exists a significant market in the United States
          for
          bomb disposal robots.
 
 Other
          Law Enforcement Applications .
          Other
          likely law enforcement applications for robots include surveillance, SWAT
          tasks
          and exchanging messages during hostage negotiations.
 
 *Civilian
          Applications*
 
 Generally
          any industry or job involving the "three D’s" should consider a dedicated robot
          or remote operated conversion of their standard vehicle. Examples include
          nuclear plant maintenance, inspection and decommissioning and the demolition
          industry, which performs many dangerous tasks while pulling down a building.
          Another important civilian application is firefighting and rescue
          services.
 
 *Customer
          Needs Common for all Applications*
 
 A
          major
          customer need, common for all applications, is for integrated UGV systems
          with
          the ability to complete a total mission, versus an individual task. A robot
          may
          be able to perform a number of tasks very well, but if it fails or the
          user
          believes it will fail in the performance of one task required to complete
          a
          particular mission, its utility is greatly diminished. To meet this need,
          UGV
          companies will have to provide integrated solutions that can be easily
          tailored
          to the users' mission requirements.
  **Products
          and Services**
 
 *Products*
 
 A
          variety
          of companies around the world currently manufacture robots for use in military,
          law enforcement and civilian applications. The size of these robots varies
          from
          as small as a shoebox to as large as a tele-operated tank. Control and
          traction
          methods vary considerably. Some are controlled by radio frequency while
          others
          use fiber optic or coax cable. Traction varies from tank-like tracks to
          multi-wheel combinations.
 
 Principal components of robots include the following:
 
 *Platform:* This
          includes the motors, drive train, power source, and structural components.
          The
          platform could be a specially designed robot or a standard military or
          commercial vehicle.
 
 *Operator
          Control Unit:* This
          allows the user to control the robot and its functions in an intuitive
          fashion.
          The control unit is compact, lightweight, and easy to operate. It is made
          of
          durable waterproof materials, has its own battery source, and can operate
          under
          difficult and severe environmental conditions. The control unit allows
          two-way
          communication with the robot, i.e. it enables the operator to send instructions
          to the robot, as well as receive information back from the robot such as
          real-time video pictures, battery status, traveling speed, and
          temperature.
 
 *Communications:* The
          communication system provides the clear transmission of data (operator
          instructions, video images etc.) at the robot's operating range. Most robots
          use
          wireless radio frequency communication as the primary mode of communication,
          although some robots use a fiber optic cable.
 
 *Tools:* These
          enable the robot to carry out its primary mission. Tools may include a
          manipulator with adequate reach and freedom, camera, disrupter, x-ray detector
          and various sensors and weapon systems.
 
 3
  
  
 
 We
          design
          and produce the operator control unit and the communication devices for
          the
          UVRs. When a customer requests that we produce a complete UVR, we outsource
          the
          UVR’s platform, tools and sensors to third party manufacturers. We have
          manufactured and sold our products, on each occasion on a customized
          basis.
  *Services*
 
 Inrob
          Ltd. provides maintenance services for:
 
 ·
                      Laboratory
                          equipment including: testing and measurement equipment,
                          temperature
                          chambers and x-ray equipment.
 ·
                Industrial
                    equipment including: balance machinery, presses, cleaning equipment
                    and
                    production lines.
 ·
                Scientific
                    and medical equipment including: spectrometry equipment, laser
                    apparatuses
                    and analytical tools.
 ·
                Closed
                    circuit television systems including: cameras, monitors and traverse
                    sensors.
 ·
                Optical
                    equipment including: cameras and
                    boroscopes.
 ·
                Command
                    and control equipment including: transmission and reception systems,
                    control systems and robots.
 ·
                Audio
                    equipment including: recording equipment, announcing systems,
                    amplification systems and sound systems.
 ·
                Miscellaneous
                    equipment including: power generators, fail-safe products, projectors
                    and
                    control rooms.
 
 Most
          of
          the equipment used for providing such maintenance services is standard
          equipment
          purchased in the local market. Some of the equipment is special designated
          equipment that is purchased from the original manufacturers of the equipment
          we
          supply maintenance services for.
 
 **Manufacturing**
 
 We
          manufacture control and command units which includes the following devices:
          devices for the coordination of the driving mechanism, devices to control
          and
          command the "arms" of the robots, analyzing units for information received
          from
          the robot, dispersion of electric current, development of software for
          each
          custom made unit according to the relevant application;
 
 We
          also
          manufacture electric and electro-mechanic units, including engine drivers,
          wiring, electric current supply model, and operating unit - ergonomics,
          device
          for communication with robot, software for operation and interface of remote
          control, development and manufacture of command and electronic
          cards.
 
 Most
          of
          the equipment used for such production is standard equipment. Inrob Ltd.
          manufactures robots and control and command units that are sold as finished
          goods ready to use by the customer.
  We
          are in
          the process of negotiating the acquisition of a manufacturing plant in
          the
          Philippines where we will be able to manufacture most of our own products
          on
          more favorable terms. We have not entered into any definitive agreements
          regarding this acquisition and there can be no assurance that the proposed
          transaction will be completed.
 
 **Regulation**
 
 The
          export of our products is subject to licensing requirements imposed by
          the
          Israeli government and requires the approval of SIBAT, a Foreign Defense
          Assistance and Defense Export Department of the Israeli Ministry of Defense.
          Except for those regulations that affect businesses generally, we are not
          affected by any other government regulation
 
 **Competition**
  Our
          competitors include several large, defense contractors including:
 
 ·
                Cybernetix,
                    France
 ·
                ESI,
                    Canada
 ·
                Foster-Miller,
                    USA
 ·
                Kentree,
                    Ireland
 ·
                OAO
                    Robotics (acquired by Lockheed Martin, Dec. 2001), USA
 ·
                Remotec
                    (subsidiary of Northrop Grumman), USA
 ·
                the
                    Israel Aircraft Industries Ltd., the Israel Military Industries
                    Ltd.,
                    Elbit Ltd., and Elop Ltd. (all Israeli
                    companies).
  These
          companies have significantly greater financial, technical and human resources
          than we do, as well as a wider range of products than we have. In addition,
          many
          of our competitors have much greater experience in marketing their products,
          as
          well as more established relationships with
          our
          target government customers. Our competitors may also have greater name
          recognition and more extensive customer bases that they can use to their
          benefit. As a result, we may have difficulty maintaining our market
          share
   4
  
   We
          believe that our competitive edge is the quality, product features and
          level of
          integration of our solutions. Because of Israel's security situation and
          our
          close work with the Israel Defense Forces and the Israeli police, we have
          extensive experience in a wide range of military and law enforcement
          applications. We have the ability to provide fast and reliable solutions
          to meet
          the immediate operational needs of front-line IDF units as they
          arise.
  According
          to research in the United States, the most important issues in current
          UGV usage
          include the ability to provide integrated solutions and dependable control
          and
          communication systems. We have particular expertise and experience in these
          two
          critical areas. Overall, we believe that this experience gives our technology
          and applications a crucial competitive advantage.
  **Intellectual
          Property**
  We
          do not
          have any patents, trademarks or any other protection over our intellectual
          property. All of our intellectual property is "know how" and not original
          proprietary intellectual property. As such, it cannot be protected by patent
          or
          trademark. In addition, we do not have confidentiality agreements with
          any of
          our employees or suppliers with respect to our intellectual property. The
          theft
          or unauthorized use of our intellectual property is not sufficiently provided
          for, and our intellectual property is extremely susceptible to theft or
          unauthorized use. Any theft or unauthorized use of our intellectual property
          could materially adversely affect our operations.
 
 **Employees**
  As
          of
          December 31, 2005, we had 16 employees, as follows:
 
 Number
                    of EmployeesManagement
                
                
                3Service
                
                
                4Sound/Service
                    Projects
                
                
                5Production/Products
                
                
                4
 
 In
          addition, our relationship with Ben-Tsur Joseph, our President, is governed
          by
          the terms of a management agreement.
  There
          is
          currently a collective agreement signed between the labor federation and
          the
          industry union in Israel, which applies to the employees of Inrob Ltd.
          under an
          expansion order. We believe that our employee relations are good.
   5
  
   **RISK
          FACTORS**
 
 **Risks
          Related to Our Business**
  *We
          have incurred significant losses to date and expect to continue to incur
          losses.*
  During
          the year ended December 31, 2006, we incurred net losses of approximately
          $828,232. We expect to continue to incur losses for at least the next 12
          months.
          Continuing losses will have an adverse impact on our cash flow and may
          impair
          our ability to raise additional capital required to continue and expand
          our
          operations.
  *Our
          auditors have issued a going concern opinion, which may make it more difficult
          for us to raise capital.*
  Our
          auditors have included a going concern opinion on our financial statements
          because of concerns about our ability to continue as a going concern. These
          concerns arise from the fact that we have continuing operating losses and
          negative working capital. If we are unable to continue as a going concern,
          you
          could lose your entire investment in us.
  *If
          we
          are unable to obtain additional funding, we may have to reduce our business
          operations.*
  We
          recently completed two $3,000,000 financings (November 15, 2006, and March
          27,
          2007) and anticipate, that the funds received will be sufficient to satisfy
          our
          operations for the next 12 months. Nevertheless, if our marketing campaign
          is
          not successful in promoting sales of our services, we will be required
          to seek
          additional financing. We will also require additional financing to expand
          into
          other markets and further develop our products and services. We have no
          current
          arrangements with respect to any additional financing. Consequently, there
          can
          be no assurance that any additional financing will be available when needed,
          on
          commercially reasonable terms or at all. The inability to obtain additional
          capital may reduce our ability to expand our business operations. Any additional
          equity financing may involve substantial dilution to our then existing
          shareholders.
  *If
          we
          cannot maintain our current relationship with A.R.T.S. Ltd., our operations
          would be materially adversely affected.*
  One
          of
          our main sub-contractors, A.R.T.S. Ltd., provides critical research, development
          and production operations to us. During the past 10 years, A.R.T.S. Ltd.
          has
          developed for us most of the software required for our robot related activities.
          We do not have an agreement with A.R.T.S. Ltd. for the provision of their
          services to us, and cannot be assured that we will be able to maintain
          this
          relationship with that entity. In the event that our relationship with
          A.R.T.S.
          Ltd. ceases, the interruption to our research and development activities
          and
          production operations would be harmful to our business, and may require
          a long
          period of time to establish relationships with new partners with the required
          level of know-how and expertise. We currently know of several wireless
          communications software companies, both in Israel and worldwide, capable
          of
          providing us with the same services we currently outsource to A.R.T.S.
          Ltd.
  As
          we are
          a technology-based company, we are required to update our technology and
          knowledge base on a regular basis. We are a relatively small company, and
          we
          have never made the quantitative distinction between our R&D expenses and
          any other expenses. Thus, we are not able to assess the amount of funds
          we have
          paid for R&D over the years, nor are we able to assess the financial effects
          a break up with A.R.T.S. Ltd. may have on our business.
  *If
          we
          do not maintain our acknowledged supplier status with the Israeli Ministry
          of
          Defense our business could be materially adversely affected.*
  We
          currently maintain the status of an acknowledged supplier to the Israeli
          ministry of defense and have top security clearance. Acknowledged supplier
          status allows us to provide services to the Israeli Ministry of Defense
          and the
          Israeli Defense Forces (i.e. Army, Navy and Air Force), which comprise
          a
          significant portion of our annual revenues (as shown in the table below).
          If we
          are unable to maintain the acknowledged supplier status, our business and
          results of operations may be negatively impacted.
  *We
          are highly dependent on sales to the Israeli Ministry of Defense. and the
          Israeli Defense Forces.*
 
 We
          are
          highly dependent on sales of our products and services to the Israeli Ministry
          of Defense. and the Israeli Defense Forces. The following table sets forth
          the
          percentage of our total sales that were made to the Israeli Ministry of
          Defense
          and the Israeli Defense Forces since 2001.
 
 %
                    of total
                
                %
                    of total
                
                %
                    of totalsales
                    in 2004
                
                sales
                    in 2005
                
                sales
                    in 200642.71%
                
                
                39.33%
                
                
                43.60%
 
 In
          addition, orders by the Ministry of Defense are subject to cancellation
          without
          prior notice. Unless we are able to diversify our customer base, in the
          event
          that there is any interruption of sales orders from the Israeli Ministry
          of
          Defense. and the Israeli Defense Forces or a large number of unanticipated
          cancellations of its orders to us, we may suffer a sharp decline in our
          results
          of operations. If this were to occur, this will have a negative impact
          on the
          value of the company and your investment.
 6
  
  
 *Any
          significant delay in collecting outstanding receivables from Israel's Ministry
          of Defense could adversely affect our ability to conduct our
          business.*
  Israel's
          Ministry of Defense is one of our significant customers and comprises a
          significant portion of our accounts receivable. The M.O.D.'s conventional
          payment terms are 60 days. In the past we have experienced significant
          delays in
          payment from the M.O.D. (up to current payment + 150 days). These delays
          are
          mostly due to strikes by the M.O.D.'s public workers. Any future delays
          could
          adversely affect our cash flow and ability to operate our business, especially
          in light of the fact that this entity represents a large portion of our
          revenues.
  *The
          volatility of the Ministry of Defense’s budget could adversely affect the amount
          of business it may conduct with us.*
  In
          the
          past, the Ministry of Defense’s budget has been volatile and any significant
          cuts in its budget could adversely affect the amount of business it conducts
          with us. As our largest customer, any significant reduction in the amount
          of
          purchases the Ministry of Defense makes from us or from third parties which
          have
          subcontracted work to us, could materially adversely affect our results
          of
          operations.
  *Our
          intellectual property is unprotected and is susceptible to
          piracy.*
  We
          do not
          have any patents, trademarks or any other protection over our intellectual
          property. All of our intellectual property is "know how" and not original
          proprietary intellectual property. As such, it cannot be protected by patent
          or
          trademark. In addition, we do not have confidentiality agreements with
          any of
          our employees or suppliers with respect to our intellectual property. The
          theft
          or unauthorized use of our intellectual property is not sufficiently provided
          for, and our intellectual property is extremely susceptible to theft or
          unauthorized use. Any theft or unauthorized use of our intellectual property
          could materially adversely affect our operations.
  *Our
          President has absolute control of our affairs.*
  In
          November 2006, we granted to Ben-Tsur Joseph, our President, Chief Financial
          Officer and sole director, 1,000 shares of our Series A Preferred Stock,
          each of
          which carries voting rights equal to 400,000 shares of our common stock.
          As a
          result, for voting purposes, Mr. Joseph owns a total of 428,500,004 shares.
          This
          gives him absolute control over our affairs including the right to elect
          and
          remove directors, appoint officers, amend our articles of incorporation
          and
          by-laws, and approve a merger, consolidation or sale of all or substantially
          all
          of our assets. In addition, this concentration of voting control could
          inhibit
          the management of our business and affairs and have the effect of delaying,
          deferring or preventing a change in control or impeding a merger, consolidation,
          takeover or other business combination which other shareholder, may view
          favorably. Therefore, you will not be able to exert any control over our
          business. This greatly reduces the value of your investment and your sole
          remedy
          for disagreeing with the direction of our business will be to sell your
          shares.
  *We
          currently operate without a valid business license.*
  Under
          Israeli law, we are obliged to obtain and sustain a business license when
          doing
          business. We are currently operating without such a license. Under Israeli
          law,
          such actions may lead to the court fining the Company or even ordering
          the
          imprisonment (the maximum sentence is 18 months) of officers of the Company.
          Furthermore, we may be fined or even ordered to close its premises until
          obtaining the required license. We do not believe that our business or
          future
          prospects have been materially, adversely affected by our present lack
          of a
          license. Nevertheless, we are currently seeking to secure a business
          license.
  We
          do not
          know whether our clients are aware of us operating without a valid business
          license and do not believe them knowing of such would materially adversely
          affect our business with them. Nonetheless, should the relevant authorities
          prosecute us and/or any officers thereof for doing business without the
          necessary business license, such prosecutions could materially impair our
          ability to maintain and/or conduct our business.
  *If
          our employees' entitlements do not comply with Israeli law, we may have
          to pay
          additional compensation to our employees.*
  Terms
          of
          employment for our employees are individually negotiated with each and
          every
          employee. The relationship between the parties, their rights and mutual
          duties
          are determined solely on the basis of the verbal agreements reached after
          these
          negotiations.
  We
          believe that we have a good overall relationship with our employees, and
          it is
          common practice for us to amicably settle all debts between the parties
          upon the
          termination of the employees' term with us. We have never made an active
          effort
          to ascertain whether or not workers maybe entitled to such payments, benefits
          or
          advantages, nor have we ever made an active effort to ascertain what such
          payments, benefits or advantages might be.
  We
          have
          no knowledge as to whether we adhere to the aforementioned legal requirements.
          Should an authorized court determine that we do not adhere to the said
          requirements we may be responsible to pay significant damages that could
          adversely affect the results of our operations.
  
 7
  
  
 
 *Loss
          of Ben-Tsur Joseph* , *our
          President, could impair our ability to operate.*
  If
          we
          lose our President, Ben-Tsur Joseph, or are unable to attract or retain
          qualified personnel, our business could suffer. Our success is highly dependent
          on our ability to attract and retain qualified scientific and management
          personnel. We are highly dependent on our management, in particular, Ben-Tsur
          Joseph, who is critical to the development of our business. Mr. Joseph’s
          services are made available to us under the terms of a management agreement,
          which may be terminated on three-month prior notice. The loss of his services
          could have a material adverse effect on our operations. If we were to lose
          this
          individual, we may experience difficulties in competing effectively, developing
          our technology and implementing our business strategies. We do not have
          key man
          life insurance in place for any person working for us.
  *We
          face intense competition that could adversely impact our market share and
          our
          revenue.*
  Our
          competitors include several large, integrated defense contractors (e.g.
          Northrop
          Grumman, Lockheed Martin, Elbit, El-Op, Israel Aircraft Industries, Israel
          Military Industries). These companies have significantly greater financial,
          technical and human resources than we do, as well as a wider range of products
          than we have. In addition, many of our competitors have much greater experience
          in marketing their products, as well as more established relationships
          with our
          target government customers. Our competitors may also have greater name
          recognition and more extensive customer bases that they can use to their
          benefit. As a result, we may have difficulty maintaining or increasing
          our
          market share.
  The
          intense competition in our industry has also led to rapid technological
          developments, evolving industry standards and frequent releases of new
          products
          and enhancements. It has also led to steep declines in the price of products
          as
          manufacturers find low cost locales for the manufacture of their products.
          If we
          are unable to continue enhancing our current capabilities, to adapt to
          other
          technological changes in the industry, or offer our products at competitive
          prices, our business, financial condition, liquidity and results of operations
          could be significantly harmed.
  *We
          are authorized to issue "blank check" preferred stock which, if issued
          without
          stockholders approval, may adversely affect the rights of holders of our
          common
          stock.*
  Our
          certificate of incorporation authorizes the issuance of up to 20,000,000
          shares
          of "blank check" preferred stock with such designations, rights and preferences
          as may be determined from time to time by our Board of Directors, of which
          to
          date we have designated and issued 1,000 shares of Series A Preferred Stock.
          Accordingly, our Board of Directors is empowered, without stockholder approval,
          to issue preferred stock with dividend, liquidation, conversion, voting
          or other
          rights which would adversely affect the voting power or other rights of
          our
          stockholders. In the event of issuance, the preferred stock could be utilized,
          under certain circumstances, as a method of discouraging, delaying or preventing
          a change in control, which could have the effect of discouraging bids for
          Inrob
          and thereby prevent stockholders from receiving the maximum value for their
          shares. We have no present intention to issue any shares of its preferred
          stock
          in order to discourage or delay a change of control. However, there can
          be no
          assurance that preferred stock will not be issued at some time in the
          future.
  **Item
          2. Description of Property**
  We
          own no
          real property. Our Registered Agent, Mr. Frank DeRenzo, allows us the use
          of his
          office as a United States address for a nominal fee of $500 per year. The
          space
          is sufficient for our needs.
  For
          the
          year ended December 31, 2005, we were a party to a lease agreement for
          our
          premises in Israel, which expired in January, 2006. In 2006, we entered
          into a
          new one-year lease agreement, with an option to extend the agreement for
          an
          additional year for the use of 1,135 square meters of office and
          engineering/operations space. We may terminate the lease agreement upon
          60-days
          notice. Future minimum annual payments (exclusive of taxes, insurance and
          maintenance costs) under the lease are approximately $91,935 for the calendar
          year 2006. This agreement was terminated, and in June 2006 Inrob Ltd. entered
          into a new lease agreement for the use of 300 square meters. The lease
          is for a
          period of 36 months. The monthly payments under the lease are $3.50 per
          square
          meter. The company is also party to a lease agreement for a warehouse in
          Israel
          entered into in 1999 for the use of 175.3 square meters. The monthly payments
          under the lease are approximately $900.
  **Item
          3. Legal Proceedings**
 
 We
          are
          not aware of any pending or threatened litigation against us that we expect
          will
          have a material adverse effect on our business, financial condition, liquidity,
          or operating results. However, legal claims are inherently uncertain and
          we
          cannot assure you that we will not be adversely affected in the future
          by legal
          proceedings.
  **Item
          4. Submission of Matters to a Vote of Security Holders**
  None.
  8
  
   **PART
          II**
  **Item
          5. Market for Common Equity and Related Stockholder
          Matters**
 
 Our
          common stock is noted on the OTC Bulletin Board under the symbol "IRBL.OB” since
          July 21, 2005.
  The
          following table shows the reported high and low closing bid quotations
          per share
          for our common stock based on information provided by the OTC Bulletin
          Board.
          Particularly since our common stock is traded infrequently, such
          over-the-counter market quotations reflect inter-dealer prices, without
          markup,
          markdown or commissions and may not necessarily represent actual transactions
          or
          a liquid trading market.
 
 Year
                    Ended December 31, 2004
                
                HIGH
                
                LOWFirst
                    Quarter
                
                
                0.49
                
                
                0.49Second
                    Quarter
                
                
                0.49
                
                
                0.43Third
                    Quarter
                
                
                0.43
                
                
                0.32Fourth
                    Quarter
                
                
                0.32
                
                
                0.32Year
                    Ended December 31, 2005
                
                
                HIGH
                
                
                LOWFirst
                    Quarter
                
                
                5.60
                
                
                0.32Second
                    Quarter
                
                
                1.75
                
                
                0.54Third
                    Quarter
                
                
                4.39
                
                
                0.13Fourth
                    Quarter
                
                
                0.42
                
                
                0.15Year
                    Ended December 31, 2006
                
                
                HIGH
                
                
                LOWFirst
                    Quarter
                
                
                0.68
                
                
                0.38Second
                    Quarter
                
                
                0.68
                
                
                0.41Third
                    Quarter
                
                
                0.44
                
                
                0.21Fourth
                    Quarter
                
                
                0.38
                
                
                0.26
 
 As
          of
          March 29, 2007, there were approximately 263 holders of record of our common
          stock.
 
  9
  
   **Item.
          6. Management's Discussion and Analysis or Plan of
          Operation**
  **FORWARD
          LOOKING STATEMENTS**
  The
          following discussion should be read in conjunction with our audited financial
          statements and notes thereto included herein. In connection with, and because
          we
          desire to take advantage of, the "safe harbor" provisions of the Private
          Securities Litigation Reform Act of 1995, we caution readers regarding
          certain
          forward looking statements in the following discussion and elsewhere in
          this
          report and in any other statement made by, or on our behalf, whether or
          not in
          future filings with the Securities and Exchange Commission. Forward-looking
          statements are statements not based on historical information and which
          relate
          to future operations, strategies, financial results or other developments.
          Forward looking statements are necessarily based upon estimates and assumptions
          that are inherently subject to significant business, economic and competitive
          uncertainties and contingencies, many of which are beyond our control and
          many
          of which, with respect to future business decisions, are subject to change.
          These uncertainties and contingencies can affect actual results and could
          cause
          actual results to differ materially from those expressed in any forward-looking
          statements made by, or on our behalf. We disclaim any obligation to update
          forward-looking statements.
  **PLAN
          OF OPERATIONS**
  Our
          operating subsidiary is Inrob Israel. Inrob Israel was established in 1988
          as an
          engineering firm providing cost-efficient solutions for organizations to
          outsource maintenance of critical and sophisticated equipment. We now provide
          maintenance support of industrial electronic, electro-mechanical, optical
          and
          other scientific equipment, mainly to customers in the defense
          industry.
  Inrob
          Israel and its management team built on this engineering experience and
          customer
          base, and in 1992 expanded into a second area of operations. Today, on
          top of
          our maintenance and support services, we develop, integrate and produce
          advanced
          wireless control solutions for unmanned ground vehicle robots. Our remote
          control systems are the "brains" for many UGV solutions.
  The
          current nature of Israel's security situation coupled with our close work
          with
          the Israel Defense Forces and the Israeli police, has helped us gain extensive
          experience in a wide range of military and law enforcement UGV applications
          and
          control solutions. We have the ability to provide fast and reliable solutions
          to
          meet the immediate operational needs of front-line IDF units as they arise.
          We
          are also targeting the civilian applications market, which includes dangerous
          tasks such as nuclear plant maintenance, inspection and decommissioning,
          the
          demolition industry and firefighting, and rescue services.
  Our
          UGV
          solutions include:
  o
          Remote
          control systems (the "brains" of any robot)
 o
          Complete robot systems
 o
          Customized solutions
  We
          are
          certified to design, manufacture and maintain electronic, optical and
          electro-mechanical equipment and are a certified supplier to the Israel
          Defense
          Forces and the Israeli Air Force. We have also been issued a certificate
          from
          the Israeli Air Force stating that our quality system is approved to perform
          inspection of products and services supplied to the Israeli Air Force.
  **Results
          of Operations**
  **Year
          Ended December 31, 2006, Compared to Year Ended December 31,
          2005-**
  *Revenues-*
  Revenues
          increased to $1,656,798, or 4.8 percent, over revenues of $1,580,615 for
          2005.
          The increase was comprised of an increase in service revenues due to an
          increase
          in business volume to new and existing clients amounting to $107,079, offset
          by
          a decrease in product sales of $30,896.
  *Cost
          of Goods Sold-*
  Cost
          of
          good sold increased from $934,930 in 2005 by $415,664, or 44.5 percent,
          to
          $1,350,594 in 2006. The increase was primarily attributed to increases
          in
          salaries and wages, repairs and maintenance, employee goodwill, vehicle
          operating expenses, and a provision for loss on a contract, offset by reductions
          in occupancy/rent costs, insurance, and project consulting
          expenses.
  *General
          and Administrative Expenses-*
  General
          and administrative expenses increased by $562,774, or 112 percent, to $1,065,342
          in 2006 when compared to $502,568 in 2005. The increase was primarily attributed
          to increases in office and supply expenses, management fees, telephone
          and
          communications expenses, professional fees, promotion and business expansion
          expenses, depreciation expense, and realized foreign currency exchange
          losses,
          offset by decreases in auto transportation expenses, and computer supplies
          and
          repair expenses.
  
   
  *Other
          (Expense)-*
  Other
          expense increased by $32,479, or 96.4 percent, to $66,154 during 2006.
          This
          increase was due to an overall increase in interest expense from a Company
          financing plus the amortization of debt issuance expenses, offset by the
          elimination of certain bank debt for the period, and an increase in interest
          income amounting to $31,928 in 2006.
  *Comprehensive
          Income (Loss)-*
  Comprehensive
          income for 2006 amounted to $36,642, an increase of $16,452 or 81.5 percent,
          when compared to comprehensive income of $20,190 for 2005, and was due
          primarily
          to favorable fluctuations in Israeli currency.
  *Weighted
          Average Number of Shares Outstanding-*
  The
          weighted average number of common shares outstanding increased from 38,753,607
          in 2005 to 61,350,201 in 2006. The increase was primarily due to various
          transactions that were completed involving our Common Stock.
  **Year
          Ended December 31, 2005, Compared to Year Ended December 31,
          2004-**
  *Revenues-*
  Revenues
          increased to $1,580,615, or 31 percent, over revenues of $1,206,321 for
          2004.
          The increase was comprised of increases in service revenues amounting to
          $105,619, and product sales of $268,675. We experienced a greater volume
          of
          business during the 2005 period, and were able to provide our services
          and
          products to existing and additional clients.
  *Cost
          of Goods Sold-*
  Cost
          of
          goods sold decreased from $1,008,416 in 2004 by $73,486, or 7.3 percent,
          to
          $934,930 in 2005. The decrease was primarily attributed to a greater number
          of
          projects which were completed in 2005, and the fact that several projects
          were
          in-process as of December 31, 2005, for which costs were capitalized as
          in-process inventory.
  *General
          and Administrative Expenses-*
  General
          and administrative expenses decreased by $5,749, or 1 percent, to $502,568
          in
          2005 when compared to $508,317 in 2004. The overall decrease was primarily
          attributable to the decrease in professional fees and office expenses,
          which
          amounted to $201,115, offset by increases in management fees and wages
          of
          $169,215, and related travel and other expenses.
  *Other
          (Expense)-*
  Other
          expense increased by $7,886, or 31%, to $33,675 during 2005. This increase
          was
          due to an overall decrease in gain on sale of equipment of $36,501, offset
          by a
          decrease in interest expense of $28,615. The decrease in interest expense
          was
          primarily due to our overall debt reduction activities in 2005.
  *Comprehensive
          Income (Loss)-*
  Comprehensive
          income for 2005 amounted to $20,190, when compared to a loss of $537 for
          2004,
          and was due primarily to fluctuations in Israeli currency.
  *Weighted
          Average Number of Shares Outstanding-*
  The
          weighted average number of common shares outstanding increased from 26,880,484
          (restated for the reverse merger completed in 2005) in 2004, to 38,753,607
          in
          2005. The increase was primarily due to various transactions that were
          completed
          involving our Common Stock.
  **Liquidity
          and Financial Resources**
 
 During
          the year ended December 31, 2006, net cash (used in) operating activities
          amounted to $(176,647) when compared to net cash (used in) operating activities
          of $(233,675) for the same period in 2005. The decrease in net cash (used
          in)
          operations was due primarily to cash realized from accounts receivable,
          increases in accounts payable, deferred revenues, compensation to an officers
          provided by the issuance of Series A preferred stock, depreciation, and
          the
          amortization of debt issuance costs, offset by an increase in net loss.
          Net cash
          used in investing activities in 2006 for the purchase of property and equipment
          amounted to $(89,114). In 2006, financing activities provided $2,507,490
          in net
          cash primarily due to the issuance of convertible notes in the amount of
          $3,000,000. As of December 31, 2006, current liabilities exceeded current
          assets
          by $77,907, and the accumulated deficit amounted to $(1,314,762). We believe
          that our current cash on hand generated by the financing transactions discussed
          below are sufficient to sustain our operations for at least the next twelve
          months.
  **Recent
          Financing Activities**
 
 *November
          2006 Financing*
 
 On
          November 15, 2006, we issued to a group of accredited investors our 8%
          two-year
          convertible notes in the principal amount of $3,000,000. Amortizing payments
          of
          the outstanding principal amount and interest under the notes will commence
          on
          the third month anniversary date of the date of issuance of the Notes and
          on the
          same day of each month thereafter until the principal amount and interest
          have
          been repaid in full. On each payment date, we are required to make payments
          to
          the note holders in the amount of 4.76% of the initial principal amount
          and all
          interest accrued on the notes as of the payment date. At our election,
          monthly
          payments may be made (i) in cash in an amount equal to 115% of the principal
          amount component of the monthly payment and 100% of all other components,
          or
          (ii) in shares of our registered common stock at a conversion price equal
          to the
          lesser of (A) $0.25, or (B) 75% of the average of the closing bid price
          of our
          common stock for our common stock’s principal market for the five trading days
          preceding the date a notice of conversion is given to us after we notify
          the
          holder of the notes of its election to make a monthly payment in shares
          of our
          common stock. We may prepay the outstanding principal amount of the Notes
          at a
          20% premium, together with accrued but unpaid interest thereon and any
          and all
          other sums due. The note holders have a right to convert the notes into
          shares
          of common stock at $0.25 per share. No conversions may take place if it
          would
          cause a holder to become the beneficial owner of more than 4.99% of the
          outstanding shares of our common stock, which limitation is subject to
          waiver by
          the holder upon 61 days prior written notice to us.
 
 In
          connection with the notes, we also issued Class A Warrants to purchase
          6,000,000
          shares of our common stock at $0.40 per share and Class B Warrants to purchase
          6,000,000 shares of our common stock at $0.50 per share. All warrants are
          exercisable for a period of five years following the effective date of
          the
          registration statement of which this prospectus forms a part.
  A
          portion
          of the proceeds from the afore-mentioned offering has been reserved for
          the
          acquisition of or obtaining the right of access to mass production facilities
          in
          a low cost country. To that end, we have entered into negotiations for
          the
          acquisition of a manufacturing facility in the Philippines. We have not
          entered
          into any definitive agreements regarding this acquisition and there can
          be no
          assurance that the proposed transaction will be completed.
  We
          believe that the proceeds from the sale of the notes will be sufficient
          to
          sustain us through the next 12 months. Nevertheless, the aforementioned
          factors
          raise substantial doubt about our ability to continue as a going concern.
          We
          anticipate that in order to fulfill our plan of operation including repayment
          of
          certain bank debt, a convertible debenture, and other liabilities, we will
          need
          to seek debt and/or equity financing from outside sources. We are currently
          pursuing debt and equity capital formation activities in order to increase
          our
          working capital and overall solvency positions.
 11
  
  
 *March
          2007 Financing*
 
 On
          March
          27, 2007, we entered into and consummated a subscription agreement with
          a group
          of accredited investors providing for the issuance to the Investors of
          our 8%
          convertible notes in the principal amount of $3,000,000. The notes mature
          two
          years from the date of issuance.
 
 Under
          the
          terms of the transactional documents, all rights and benefits to be granted
          to
          the investors (including the security interest) are identical to and are
          intended to be shared equally with holders of convertible notes and warrants
          issued by the Company as of November 15, 2006. In addition, all repayment
          and
          conversion terms of and registration rights relating to these notes are
          identical to those contained the notes issued in November 2006.
 
 Most
          of
          the proceeds from this financing will be used for research and development,
          including but not limited to, research and development to upgrade existing
          products, new product development, engagement in joint ventures with strategic
          partners to develop new opportunities and markets for both new and existing
          products.
  **Significant
          Customers**
  For
          the
          years ended December 31, 2006, and 2005, we had certain customers that
          accounted
          for more than ten percent (10%) of total revenues, as follows:
 
 2006
                
                2005Ministry
                    of Defense
                
                $
                643,612
                
                $
                610,279IMI
                
                
                104,342
                
                
                168,681
 
 1 2
 
  
   **Item
          7. Financial Statements**
  The
          Financial Statements are annexed at the end of the filing.
  **Item
          8. Changes In and Disagreements with Accountants on Accounting and Financial
          Disclosure**
  (a)
          On
          November 1, 2005, the Company notified its Independent Auditor, Spector
&
Wong, LLP, 780 South Lake Avenue, Suite 723, Pasadena, CA 91101, (888)
          584-5577,
          that it was being replaced as the independent auditor of the Company, by
          Davis
          Accounting Group P.C.
  On
          November 1, 2005, we engaged Davis Accounting Group P.C., located at 1957
          W.
          Royal Hunte Drive #150, Cedar City, Utah 84720, (435) 865-2808, as our
          independent auditors to audit our financial statements for the fiscal year
          ended
          December 31, 2005.
  During
          the period of their engagement through November 1, 2005, there were no
          disagreements between Spector & Wong, LLP, and the Company on any matter of
          accounting principles or practices, financial statement disclosure, or
          auditing
          scope or procedure, which disagreements, if not resolved to the satisfaction
          of
          Spector & Wong, LLP, would have caused them to make reference to the subject
          matter of the disagreement in connection with its reports on the Company's
          financial statements, other than the fee dispute that has arisen between
          the
          parties.
  (b)
          Effective November 1, 2006, Davis Accounting Group P.C., was retained as
          our
          independent auditor. Prior to the engagement, we did not consult with Davis
          Accounting Group P.C. regarding the application of accounting principles
          to a
          specified transaction, or the type of audit opinion that may be rendered
          with
          respect to our financial statements, as well did not consult with Davis
          Accounting Group P.C., as to the application of accounting principles to
          a
          specific completed or contemplated transaction, or the type of audit opinion
          that might be rendered on the small business issuer's financial statements
          and
          either written or oral advice was provided that was an important factor
          considered by the small business issuer in reaching a decision as to the
          accounting, auditing or financial reporting issue.
  **Item
          8A. Controls and Procedures**
  **Evaluation
          and Disclosure Controls and Procedures**
  As
          of
          December 31, 2006, we carried out an evaluation, under the supervision
          and with
          the participation of our Chief Executive Officer and Chief Financial Officer,
          of
          the effectiveness of the design and operation of our disclosure controls
          and
          procedures. Based on this evaluation, our Chief Executive Officer and Chief
          Financial Officer concluded that our disclosure controls and procedures
          were not
          effective in ensuring that information required to be disclosed by us in
          our
          periodic reports is recorded, processed, summarized and reported, within
          the
          time periods specified for each report and that such information is accumulated
          and communicated to our management, including our principal executive and
          principal financial officers, or persons performing similar functions,
          as
          appropriate to allow timely decisions regarding required
          disclosure.
 Specifically,
            our annual report on Form 10-KSB for the year ended December 31, 2006,
            was filed
            late. We are in the process of determining how filing delays may be avoided
            in
            the future.
  **Changes
          in Internal Controls**
  There
          were no changes to the internal controls during the fourth quarter ended
          December 31, 2006, that have materially affected or that are reasonably
          likely
          to affect the internal controls.
  **Limitations
          on the Effectiveness of Controls**
  A
          control
          system, no matter how well conceived and operated, can provide only reasonable,
          not absolute, assurance that the objectives of the control system are met.
          Because of the inherent limitations in all control systems, no evaluation
          of
          controls can provide absolute assurance that all control issues and instances
          of
          fraud, if any, within a company have been detected. Our disclosure controls
          and
          procedures are designed to provide reasonable assurance of achieving its
          objectives. Our principal executive officer and principal financial officer
          concluded that the Company's disclosure controls and procedures are effective
          at
          that reasonable assurance level.
  **Item
          8B. Other Information**
  Not
          Applicable.
  1 3
 
 **PART
          III**
  **Item
          9.**  **Directors,
          Executive Officers, Promoters, Control Persons and Corporate Governance;
          Compliance with Section 16(a) of the Exchange Act.**
 
 Our
          sole
          director and executive officer is:
 
 Name
                Age
                PositionBen-Tsur
                    Joseph
                47
                President,
                    Chief Executive Officer and
                    Director
  Ben-Tsur
          Joseph, Co-founder, President and sole Director, co-founded our subsidiary,
          Inrob Ltd. ("Inrob Israel") in Israel in 1988, and was joint CEO until
          1999. He
          has extensive experience and knowledge of unmanned air and ground vehicle
          operations and continues to work closely with major defense clients. Mr.
          Joseph
          is currently the President and sole Director of Inrob Israel. He is also
          the
          founder, CEO and director of Ben-Tsur Joseph Holdings, Ltd.  He also acted
          as Chief Executive Officer of Elina Industries from 1989 to 2004. During
          2000
          and 2001 Mr. Joseph was chairman of Elad Hotels, an Israeli publicly traded
          company. He was also Chief Executive Officer D.J.G. Industries- Electrical
          and
          Lighting Products Ltd., an Israeli publicly traded company. Mr. Joseph’s
          services to us are made available through a management agreement which may
          be terminated by either party upon 90 day prior notice.
 
 **Item
          10. Executive Compensation**
  The
          following table sets forth the total compensation we paid for our fiscal
          years
          ended December 31, 2006, and 2005 to our executive officers. During the
          fiscal
          years ended December 31, 2006 and 2005, no Executive Officer or Director
          of the
          Company received remuneration. There are no arrangements for the compensation
          of
          directors.
 
 **Summary
          Compensation Table**
 Name
                    and principal position
                  (a)
                Year
                  (b)
                Salary
                    ($)
                  (c)
                Bonus
                    ($)
                  (d)
                All
                    Other
                  Compensation
                    ($)
                  (i)
                Total
                    ($)
                  (j)*Ben-Tsur
                    Joseph
                  President
                    and Chief Executive Officer
                2006
                -0-
                -0-
                -0-
                -0-2005
                -0-
                -0-
                -0-
                -0-Frank
                    H. DeRenzo
                  President**
                2005
                -0-
                -0-
                -0-
                -0-
 _______________
 *  Mr.
          Joseph’s services to us are made available through a management agreement
          which may be terminated by either party upon 90 day prior notice. During
          the
          years ended December 31, 2005, and 2006, under the management agreement,
          we
          accrued $120,000 and $220,000 in management fees, respectively. During
          2005 and
          2006, no management fees were paid to Mr. Joseph. Mr. Joseph provided for
          the
          offset of $205,000 owed to the Company by a related party entity of Mr.
          Joseph
          against the management fee liability which reduced the total amount owed
          as of
          December 31, 2006, to approximately $135,000.
 *  Mr.
          DeRenzo resigned his position in 2005.
  **Option
          Grants in Fiscal Year 2006**
  We
          did
          not issue any option grants during fiscal year 2006.
  Our
          Employee Stock Option Plan was previously extended to 2010. Currently no
          options
          have been issued under the Employee Stock Option Plan.
  14
  
  **Item
          11. Security Ownership of Certain Beneficial Owners and Management and
          Related
          Stockholder Matters**
  The
          following table describes, as of March 31, 2007, the beneficial ownership
          of our
          Common Stock by persons known to us to own more than 75% of such stock
          and the
          ownership of Common Stock by our Director, and by all officers and directors
          as
          a group.
 
 Name
                    of Shareholder
                
                Number
                    of Shares
                
                PercentBen-Tsur
                    Joseph
                
                
                428,500,004
                    (1
                )2
                    Haprat St.YavneIsrael
 
 ========================================================================
 All
          directors and officers
 as
          a group
          (one person)
 
 
 (1)
          Includes 1,000 shares of Series A Preferred Stock, each of which carries
          voting
          rights equal to 400,000 shares of common stock.
  **Item
          12. Transactions with Related Person, Promoters and Certain Control
          Persons.**
  In
          July
          2005, Inrob Israel purchased, on behalf of Ben-Tsur Joseph, its President,
          Director and sole stockholder, 2,057,415 shares of common stock of the
          Company
          in connection with the reverse merger. The amount of consideration provided
          by
          Inrob Israel for the shares was $475,000. Thereafter, Mr. Joseph entered
          into a
          Share Transfer and Loan Agreement with Inrob Israel whereby the company
          transferred to Mr. Joseph 2,057,415 shares of the common stock of the Company.
          in exchange for a promissory note issued by Mr. Joseph in the amount of
          $475,000. The promissory note carries an interest rate of four (4) percent
          per
          annum, and is payable to Inrob Israel on demand.
  Inrob
          Israel entered into a management agreement with an officer and director
          on
          October 1, 2003, which was subsequently extended as to its commencement
          date to
          May 1, 2005. Other terms and conditions related to equipment usage commenced
          with the original date of the agreement. Under the terms of the agreement,
          the
          Company is obligated to pay $15,000 per month during the first year and
          $20,000
          per month thereafter for management fees. For the years ended December
          31, 2005,
          and 2006, the Company accrued $120,000 and $220,000, respectively, under
          the
          management agreement. Mr. Joseph provided for the offset of $205,000 owed
          to the
          Company by a related party entity of Mr. Joseph against the management
          fee
          liability which reduced the total amount owed as of December 31, 2006,
          to
          approximately $135,000. The management agreement does not have a specific
          completion date, but may be terminated by either party on written notice
          of
          three months.
  15
  
   **Item
          13. Exhibits**
 
 3.1
                
                Certificate
                    of Incorporation (1)3.1a
                
                Certificate
                    of Designation for Series A Preferred Stock(2)3.2
                
                Bylaws
                    (1)4.1
                
                Form
                    of Secured Convertible Note, dated November 15, 2006
                    (3)4.2
                
                Form
                    of Warrant, dated November 15, 2006 (3)4.3
                
                Form
                    of Secured Convertible Note, dated March 27, 2007 (4)4.4
                
                Form
                    of Warrant, dated March 27, 2007 (4)10.1
                
                Subscription
                    Agreement, dated November 15, 2006 (3)10.2
                
                Funds
                    Escrow Agreement, dated November 15, 2006 (3)10.3
                
                Security
                    Agreement, dated November 15, 2006 (3)10.4
                
                Stock
                    Pledge Agreement, dated November 15, 2006 (3)10.5
                
                Guaranty
                    Agreement, dated November 15, 2006 (3)10.6
                
                Collateral
                    Agent Agreement, dated November 15, 2006 (3)10.7
                
                Agreement
                    dated October 1, 2003 between InRob, Ltd and Ben-Tsur Joseph
                    (1)10.8
                
                Subscription
                    Agreement, dated March 27, 2007 (4)10.9
                
                Funds
                    Escrow Agreement, dated March 27, 2007 (4)10.10
                
                Stock
                    Pledge Agreement, dated March 27, 2007 (4)10.11
                
                Guaranty
                    Agreement, dated March 27, 2007 (4)10.12
                
                Collateral
                    Agent Agreement, dated March 27, 2007 (4)31.1
                
                Certification
                    of Principal Executive and Financial Officer Pursuant to Exchange
                    Act Rule
                    13a-14(A)/15d-14(A) as Adopted Pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 200232.1
                
                Certification
                    Pursuant To 18 U.S.C. Section 1350, as Adopted Pursuant to Section
                    906 of
                    The Sarbanes-Oxley Act Of 2002
 ___________________
 (1)
                Incorporated
                    by reference to Registrant’s Registration Statement on Form SB-2 (SEC File
                    No. 333-129074)filed
                    on December 20, 2006.
 (2)
                Incorporated
                    by reference to Registrant’s Definitive Information Statement filed on
                    September 18, 2006.
 (3)
                Incorporated
                    by reference to Registrant’s Current Report on Form 8-K filed on November
                    21, 2006.
 (4)
                Incorporated
                    by reference to Registrant’s Current Report on Form 8-K filed on March 30,
                    2007.
  **Item
          14. Principal Accountant Fees and Services**
  1)
          Audit
          Fees
  The
          aggregate fees billed by Davis Accounting Group P.C. for professional services
          rendered for the audit of the Company's annual financial statements for
          the
          fiscal year ended December 31, 2006, and the audit of Inrob Israel for
          the year
          ended December 31, 2006, was $28,250.
  2)
          Audit-Related Fees
  The
          Company did not engage its principal accountants to provide assurance and
          related services during the last two fiscal periods.
  3)
          Tax
          Fees
  The
          Company did not engage its principal accountants to provide tax compliance,
          tax
          advice and tax planning services during the last two fiscal years.
  4)
          All
          Other Fees
  The
          Company did not engage its principal accountants to render services to
          the
          Company during the last two fiscal years, other than reported
          above.
  16
  
   **Signatures**
  In
          accordance with Section 13 or 15(d) of the Exchange Act the Company caused
          this
          report to be signed on its behalf by the undersigned, thereunto duly
          authorized.
 
 Date:
                    April 20, 2007
                Inrob
                    Tech Ltd._______/s/______________Ben-Tsur
                    Joseph, President and ChiefExecutive
                    and Accounting OfficerDate:
                    April 20, 2007
                Inrob
                    Tech Ltd._______/s/______________Ben-Tsur
                    Joseph, Sole Director
 
 17
  **INROB
        TECH LTD.**
 
 **INDEX
        TO FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2006, AND 2005**
 
 
 
 Financial
        Statements-
 
 Report
                  of Registered Independent Auditors
              
              
              F-2Balance
                  Sheet as of December 31, 2006
              
              
              F-3Statements
                  of Operations and Comprehensive Income (Loss) for the
                  YearsEnded
                  December 31, 2006, and 2005
              
              
              F-4Statements
                  of Stockholders’ (Deficit) for the YearsEnded
                  December 31, 2006, and 2005
              
              
              F-5Statements
                  of Cash Flows for the Years EndedDecember
                  31, 2006, and 2005
              
              
              F-6Notes
                  to Financial Statements for the YearsEnded
                  December 31, 2006, and 2005
              
              
              F-8
 
 F-1
  
 
 
 **REPORT
        OF REGISTERED INDEPENDENT AUDITORS**
 
 
 
 To
        the
        Board of Directors and Stockholders of
 Inrob
        Tech Ltd.:
 
 We
        have
        audited the accompanying balance sheet of Inrob Tech Ltd. (a Nevada corporation)
        as of December 31, 2006, and the related statements of operations and
        comprehensive income (loss), stockholders’ (deficit), and cash flows for each of
        the two years in the period ended December 31, 2006. These financial statements
        are the responsibility of the Company’s management. Our responsibility is to
        express an opinion on these financial statements based on our
        audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States of America). Those standards require
        that we plan and perform the audits to obtain reasonable assurance about
        whether
        the financial statements are free of material misstatement. The Company is
        not
        required to have, nor were we engaged to perform, an audit of its internal
        control over financial reporting. Our audit included consideration of internal
        control over financial reporting as a basis for designing audit procedures
        that
        are appropriate in the circumstances, but not for the purpose of expressing
        an
        opinion on the effectiveness of the Company’s internal control over financial
        reporting. Accordingly, we express no such opinion. An audit includes examining,
        on a test basis, evidence supporting the amounts and disclosures in the
        financial statements. An audit also includes assessing the accounting principles
        used and significant estimates made by management, as well as evaluating
        the
        overall financial statement presentation. We believe that our audits provide
        a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Inrob Tech Ltd. as of December
        31,
        2006, and the results of its operations and its cash flows for each of the
        two
        years in the period ended December 31, 2006, in conformity with accounting
        principles generally accepted in the United States of America.
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 2 to the financial
        statements, the Company has experienced operating losses, and has negative
        working capital. These and other factors raise substantial doubt about the
        Company’s ability to continue as a going concern. Management’s plans regarding
        these matters are also described in Note 2 to the financial statements. The
        financial statements do not include any adjustments that might result from
        the
        outcome of this uncertainty.
 
 Respectfully
        submitted,
 
 /s/
        Davis
        Accounting Group P.C.
 
 Cedar
        City, Utah,
 April
        20,
        2007.
  F-2
  
 **INROB
                  TECH LTD.****BALANCE
                  SHEET (NOTE 2)****AS
                  OF DECEMBER 31, 2006****ASSETS**
 **2006****Current
                  Assets:**Cash
                  and cash equivalents
              
              $
              2,278,371Accounts
                  Receivable-Trade
              
              
              256,881Less
                  - Allowance for doubtful accounts
              
              
              -Inventories
              
              
              711,772Cost
                  of uncompleted contracts in excess of billings
              
              
              161,371Prepaid
                  expenses
              
              
              8,597Total
                  current assets
              
              
              3,416,992**Property
                  and Equipment:**Office
                  and computer equipment
              
              
              88,027Furniture
                  and fixtures
              
              
              59,633Vehicles
              
              
              346,096Leasehold
                  improvements
              
              
              39,941533,697Less
                  - Accumulated depreciation and amortization
              
              
              (288,040
              )Net
                  property and equipment
              
              
              245,657**Other
                  Assets:**Deposits
                  and other
              
              
              2,788Debt
                  issuance costs, net
              
              
              319,219Loans
                  to and interest receivable from related parties
              
              
              261,849Total
                  other assets
              
              
              583,856**Total
                  Assets**
              
              $
              4,246,505**LIABILITIES
                  AND STOCKHOLDERS' (DEFICIT)****Current
                  Liabilities:**Bank
                  overdrafts
              
              $
              94,910Bank
                  loans and other debt, current portion
              
              
              43,858Current
                  portion of convertible notes
              
              
              1,570,800Accounts
                  payable - Trade
              
              
              238,606Due
                  to related party - Director and stockholder
              
              
              61,435Due
                  to related party company
              
              
              20,496Billings
                  on uncompleted contracts in excess of costs
              
              
              134,434Due
                  to related party - Investor group
              
              
              161,202Accrued
                  liabilities
              
              
              394,740Reserve
                  for estimated loss on contract
              
              
              39,141Deferred
                  revenue
              
              
              735,277Total
                  current liabilities
              
              
              3,494,899**Long-term
                  Debt, less current portion:**Bank
                  loans and other debt
              
              
              7,839Convertible
                  notes
              
              
              1,429,200Total
                  long-term debt
              
              
              1,437,039Total
                  liabilities
              
              
              4,931,938**Commitments
                  and Contingencies****Stockholders'
                  (Deficit):**Preferred
                  stock, par value $.0001 per share; 20,000,000 sharesauthorized;
                  1,000 Series A shares issued and outstanding
              
              
              -Additional
                  paid-in capital
              
              
              150,000Capital
                  stock, par value $.0001 per share; 380,000,000 sharesauthorized;
                  61,350,201 shares issued and outstanding
              
              
              6,135Additional
                  paid-in capital
              
              
              907,783Less
                  - Loan receivable - Director and stockholder
              
              
              (475,000
              )Accumulated
                  other comprehensive income
              
              
              40,411Accumulated
                  (deficit)
              
              
              (1,314,762
              )Total
                  stockholders' (deficit)
              
              
              (685,433
              )**Total
                  Liabilities and Stockholders' (Deficit)**
              
              $
              4,246,505
 
 
 The
        accompanying notes to financial statements
 are
        an
        integral part of this balance sheet.
  F-3
  
 
 **INROB
                  TECH LTD.****STATEMENTS
                  OF OPERATIONS AND****COMPREHENSIVE
                  INCOME (LOSS) (NOTE 2)****FOR
                  THE YEARS ENDED DECEMBER 31, 2006, AND
                  2005**
  **2006**
              
              **2005****Revenues:**Services
              
              $
              1,262,011
              
              $
              1,154,932Product
                  sales
              
              
              394,787
              
              
              425,683Total
                  revenues
              
              
              1,656,798
              
              
              1,580,615**Cost
                  of Goods Sold:**Services
              
              
              1,185,000
              
              
              832,315Product
                  sales
              
              
              165,594
              
              
              102,615Total
                  cost of goods sold
              
              
              1,350,594
              
              
              934,930**Gross
                  Profit (Deficit)**
              
              
              306,204
              
              
              645,685**Expenses:**General
                  and administrative
              
              
              1,065,342
              
              
              502,568Total
                  general and administrative expenses
              
              
              1,065,342
              
              
              502,568**Income
                  (Loss) from Operations**
              
              
              (759,138
              )
              
              143,117**Other
                  Income (Expense):**Interest
                  and other income
              
              
              48,269
              
              
              16,341Interest
                  (expense)
              
              
              (114,423
              )
              
              (50,016
              )Total
                  other income (expense)
              
              
              (66,154
              )
              
              (33,675
              )**Income
                  (Loss) before Income Taxes**
              
              
              (825,292
              )
              
              109,442**(Provision)
                  Benefit for income taxes**
              
              
              (2,940
              )
              
              (14,057
              )**Net
                  Income (Loss)**
              
              
              (828,232
              )
              
              95,385**Comprehensive
                  Income (Loss):**Israeli
                  currency translation
              
              
              36,642
              
              
              20,190**Total
                  Comprehensive Income (Loss)**
              
              $
              (791,590
              )
              $
              115,575**Income
                  (Loss) Per Common Share:**Income
                  (Loss) per common share - Basic and Diluted
              
              $
              (0.01
              )
              $
              0.00**Weighted
                  Average Number of Common Shares****Outstanding
                  During the Periods- Basic and Diluted**
              
              
              61,350,201
              
              
              38,753,607
 
 
 
 The
        accompanying notes to financial statements are
 an
        integral part of these statements.
  F-4
   **INROB
                    TECH LTD.****STATEMENTS
                    OF STOCKHOLDERS' (DEFICIT) (NOTE 2)****FOR
                    THE PERIODS ENDED DECEMBER 31, 2006, AND
                    2005**
  **Less
                      - Loan**
                    **Receivable
                      -**
                  
                  **Accumulated****Preferred**
                  
                  **Additional**
                  
                  **Common**
                  
                  **Additional**
                  
                  **Director**
                  
                  **Other****Stock**
                  
                  **Paid-in**
                  
                  **Stock**
                  
                  **Paid-in**
                  
                  **and**
                  
                  **Comprehensive**
                  
                  **Accumulated****Description**
                  
                  **Shares**
                  
                  **Amount**
                  
                  **Capital**
                  
                  **Shares**
                  
                  **Amount**
                  
                  **Capital**
                  
                  **Stockholder**
                  
                  **Income
                      (Loss)**
                  
                  **(Deficit)**
                  
                  **Totals****Balance
                      - December 31, 2004**
                  
                  
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  
                  26,880,484
                  
                  $
                  2,688
                  
                  $
                  (711,856
                  )
                  $
                  -
                  
                  $
                  (16,421
                  )
                  $
                  (581,915
                  )
                  $
                  (1,307,504
                  )Exercise
                      of stock options toreduce
                      debt and liabilities
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  109,290
                  
                  
                  11
                  
                  
                  47,989
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  48,000Issuance
                      of common stock toreduce
                      debt and liabilities
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  602,806
                  
                  
                  60
                  
                  
                  152,526
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  152,586Purchase
                      of common stock for
                    cash
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  2,057,415
                  
                  
                  206
                  
                  
                  474,794
                  
                  
                  (475,000
                  )
                  
                  -
                  
                  
                  -
                  
                  
                  -Common
                      stock issued forliabilities
                      and services
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  350,000
                  
                  
                  35
                  
                  
                  39,965
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  40,000Conversion
                      of convertibledebenture
                      into common stock
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  10,114,470
                  
                  
                  1,011
                  
                  
                  248,989
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  250,000Conversion
                      of convertibledebenture
                      into common stock
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  21,035,715
                  
                  
                  2,104
                  
                  
                  630,396
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  632,500Issuance
                      of common stock foraccrued
                      interest on convertible debenture
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  200,000
                  
                  
                  20
                  
                  
                  24,980
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  25,000Israeli
                      currency translation
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  20,190
                  
                  
                  -
                  
                  
                  20,190Net
                      income for the period
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  95,385
                  
                  
                  95,385**Balance
                      - December 31, 2005**
                  
                  
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  
                  61,350,180
                  
                  $
                  6,135
                  
                  $
                  907,783
                  
                  $
                  (475,000
                  )
                  $
                  3,769
                  
                  $
                  (486,530
                  )
                  $
                  (43,843
                  )Correction
                      of commons tockfor
                      fractional shares
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  21
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Issuance
                      of Series A preferredstock
                      for services rendered
                  
                  
                  1,000
                  
                  
                  -
                  
                  
                  150,000
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  150,000Israeli
                      currency translation
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  
                  
                  
                  36,642
                  
                  
                  -
                  
                  
                  36,642Net
                      (loss) for the period
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (828,232
                  )
                  
                  (828,232
                  )**Balance
                      - December 31, 2006**
                  
                  
                  1,000
                  
                  $
                  -
                  
                  $
                  150,000
                  
                  
                  61,350,201
                  
                  $
                  6,135
                  
                  $
                  907,783
                  
                  $
                  (475,000
                  )
                  $
                  40,411
                  
                  $
                  (1,314,762
                  )
                  $
                  (685,433
                  )
 
 The
        accompanying notes to financial statements are
 an
        integral part of these statements.
 
  F-5
   **INROB
                  TECH LTD.****STATEMENTS
                  OF CASH FLOWS (NOTE 2)****FOR
                  THE YEARS ENDED DECEMBER 31, 2006, AND
                  2005**
  **2006**
              
              **2005****Operating
                  Activities:**Net
                  income (loss)
              
              $
              (828,232
              )
              $
              95,385Adjustments
                  to reconcile net income (loss) to net cash providedby
                  (used in) operating activities:Depreciation
                  and amortization
              
              
              78,567
              
              
              45,441Amortization
                  of debt issuance costs
              
              
              21,281
              
              
              -Series
                  A preferred stock issued for officer's compensation
              
              
              150,000
              
              
              -Reserve
                  for (recovery of ) loss on contract
              
              
              (10,956
              )
              
              50,097Changes
                  in net assets and liabilities-Accounts
                  receivable
              
              
              64,651
              
              
              (31,799
              )Inventories
              
              
              (234,465
              )
              
              (276,113
              )Cost
                  of uncompleted contracts in excess of billings
              
              
              28,612
              
              
              (189,983
              )Prepaid
                  expenses and deposits
              
              
              6,507
              
              
              22,785Deposits
              
              
              (805
              )
              
              -Accounts
                  payable - trade and accrued liabilities
              
              
              124,128
              
              
              (90,433
              )Billings
                  on uncompleted contracts in excess of related costs
              
              
              133,431
              
              
              1,003Deferred
                  revenue
              
              
              310,781
              
              
              146,276Income
                  taxes payable and other
              
              
              (20,147
              )
              
              (6,334
              )**Net
                  Cash (Used in) Operating Activities**
              
              
              (176,647
              )
              
              (233,675
              )**Investing
                  Activities:**Purchases
                  of and adjustments to property and equipment
              
              
              (89,114
              )
              
              8,195Proceeds
                  from sale of property and equipment
              
              
              -
              
              
              5,120**Net
                  Cash (Used in) Provided by Investing Activities**
              
              
              (89,114
              )
              
              13,315**Financing
                  Activities:**Payments
                  on long-term debt
              
              
              (324,225
              )
              
              (58,680
              )Proceeds
                  from (offset to) bank overdrafts
              
              
              54,549
              
              
              (523,818
              )Proceeds
                  from issuance of convertible debentures
              
              
              -
              
              
              617,500Payment
                  on convertible debenture and related interest
              
              
              (46,750
              )
              
              -Proceeds
                  from issuance of convertible notes
              
              
              3,000,000
              
              
              -Debt
                  issuance costs - Convertible notes
              
              
              (340,500
              )
              
              -Loan
                  receivable - Director and stockholder
              
              
              -
              
              
              (475,000
              )Interest
                  on loan receivable - Director and stockholder
              
              
              (18,962
              )
              
              (8,484
              )Proceeds
                  from loan from related party - Investor group
              
              
              161,202
              
              
              -Payments
                  on (advances to) Loan - Director and stockholder
              
              
              -
              
              
              155,525Due
                  from related party - Director and stockholder
              
              
              (490
              )
              
              82,421Received
                  from (loans to) related party companies
              
              
              22,666
              
              
              410,706**Net
                  Cash Provided by Financing Activities**
              
              
              2,507,490
              
              
              200,170**Effect
                  of Exchange Rate Changes on Cash**
              
              
              36,642
              
              
              20,190**Net
                  Increase (Decrease) in Cash**
              
              
              2,278,371
              
              
              -**Cash
                  - Beginning of Period**
              
              
              -
              
              
              -**Cash
                  - End of Period**
              
              $
              2,278,371
              
              $
              -
 
 
 The
        accompanying notes to financial statements are
 an
        integral part of these statements.
  F-6
  
 **INROB
                  TECH LTD.****STATEMENTS
                  OF CASH FLOWS (NOTE 2)****FOR
                  THE YEARS ENDED DECEMBER 31, 2006, AND
                  2005**
  **2006**
              
              **2005****Supplemental
                  Disclosures of Cash Flow Information:**Cash
                  paid during the period for:Interest
              
              $
              64,213
              
              $
              48,945Income
                  taxes
              
              $
              20,147
              
              $
              20,391
  **Supplemental
          Information of Noncash Investing and Financing Activities:**
 
 On
          January 5, 2005, a former Director and officer of Inrob Tech exercised
          91,075
          stock options to purchase a like number of shares of common stock for $0.439
          per
          share, or $40,000. The value of the common stock was charged against notes
          payables, accrued interest and accrued compensation due to the former Director
          and officer. In addition, on February 21, 2005, the Board of Directors
          of Inrob
          Tech accepted the exercise of stock options by two parties to acquire 18,215
          shares of common stock for $0.439 per share, or $8,000. The value of the
          common
          stock was charged against accrued compensation due to the same former Director
          and officer.
 
 In
          July
          2005, the Company issued 602,806 shares of its common stock in satisfaction
          of
          certain accounts payable, accrued liabilities, accrued compensation and
          related
          taxes, and notes payable. The value of the obligations satisfied by issuance
          of
          common stock was $152,586.
 
 On
          July
          21, 2005, Inrob Tech issued to a former Director and officer of the Company
          350,000 shares of its common stock for prior services and the satisfaction
          of
          $40,000 of liabilities of the Company.
 
 On
          July
          21, 2005, the Company entered into a Stock Purchase Agreement with Inrob
          Israel,
          and issued 26,442,585 shares of its common (post reverse split) for all
          of the
          issued and outstanding capital stock of Inrob Israel (10,020 shares of
          common
          stock). At the same time, the Company effected a 10.98 for 1 reverse stock
          split
          of its common stock. Immediately following the completion of the Stock
          Purchase
          Agreement transaction, the Company had 29,999,995 shares of its common
          stock
          outstanding. At that time, Mr. Ben-Tsur Joseph, the sole Director and officer
          of
          Inrob Israel, owned 28,500,000 shares of the Company's common stock, or
          95
          percent of the then issued and outstanding common stock of Inrob Tech,
          and had
          voting control. Through this process Inrob Israel is considered to have
          acquired
          Inrob Tech by a reverse merger. The reverse merger has been recorded as
          a
          recapitalization of the Company, with the net assets of Inrob Israel and
          Inrob
          Tech brought forward at their historical bases. The costs associated with
          the
          reverse merger have been expensed as incurred. On July 31, 2005, the Company
          issued 10,114,470 shares of its common stock for the conversion of a convertible
          debenture issued to a third-party entity by Inrob Israel. The value of
          the
          common stock issued was $250,000.
 
 On
          September 15, 2005, the Company issued 21,035,715 shares of its common
          stock for
          the conversion of a convertible debenture issued to a third-party entity
          by
          Inrob Israel. The value of the common stock issued was $632,500.
 
 On
          November 30, 2005, the Company issued 200,000 shares of its common stock
          in
          connection with the satisfaction of accrued interest on the $250,000 convertible
          debenture issued by Inrob Israel (see above). The value of the common stock
          issued was $25,000.
 
 On
          November 9, 2006, the Company issued 1,000 shares of its Series A preferred
          stock to the President, Chief Executive Officer, and Director of the Company
          for
          services rendered. The value of the preferred stock issued was $150,000.
 
 The
          accompanying notes to financial statements are
 an
          integral part of these statements.
  F-7
 
 **INROB
          TECH LTD.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2006, AND 2005**
   **(1)**  **Summary
        of Significant Accounting Policies**
 
 **** *Organization
        and Basis of Presentation*
 
 Inrob
        Tech Ltd. (“Inrob Tech” or the “Company”) is a Nevada corporation which provides
        engineering products and services for the maintenance of critical and
        sophisticated equipment, and the integration and production of advanced wireless
        control solutions for unmanned ground vehicle (“UVR”) robots. The remote control
        systems of the Company are the “brains” for many UVR solutions. The current
        nature of Israel’s security situation coupled with the Company’s close work with
        the Israeli Defense Forces (“IDF”) and the Israeli police, has helped the
        Company gain extensive experience in a wide range of military and law
        enforcement UVR applications and control solutions. The Company has also
        targeted the civilian applications market, which includes solar powered
        equipment, and dangerous tasks such as nuclear plant maintenance, inspection
        and
        decommissioning, the demolition industry, and firefighting and rescue services.
        The accompanying financial statements of Inrob Tech were prepared from the
        accounts of the Company under the accrual basis of accounting in United States
        dollars. In addition, the accompanying financial statements reflect the
        completion of a reverse merger between Inrob Tech and Inrob Ltd. (“Inrob
        Israel”), which was effected on July 21, 2005.
 
 Prior
        to
        the completion of the reverse merger, Inrob Tech was a near dormant corporation
        with virtually no assets or operations (essentially since April 1, 2001,
        when
        the Company sold its paging business, known as The Sports Page and Score
        Page to
        BeepMe, to a third party vendor and creditor). The Company was originally
        incorporated in the State of Nevada under the name of Beeper Plus, Inc. On
        July
        15, 2003, the Company then changed its name to Western Gaming Corporation.
        On
        August 17, 2005, the Company again changed its name to Inrob Tech Ltd. to
        reflect the reverse merger effected on July 21, 2005, and its new business
        plan.
 
 Inrob
        Israel was organized as an Israeli corporation in 1988, under the name of
        Eligal
        Laboratories Ltd., and its UVR solutions include: (i) remote control systems
        (the “brains” of any robot); (ii) complete robot systems; and (iii) customized
        solutions. Inrob Israel is certified to design, manufacture and maintain
        electronic, optical and electro-mechanical equipment, and is a certified
        supplier to the Israeli Defense Forces and the Israeli Air Force. It has
        also
        been issued a certificate from the Israeli Air Force stating that its quality
        system is approved to perform inspections of products and services supplied
        to
        the Israeli Air Force. Inrob Israel changed its name to Inrob Ltd. in September
        2003.
 
 In
        addition, in January 2004, Inrob Israel completed two equity purchase
        transactions with separate entities and raised $195,000 from the issuance
        of
        30,000,000 shares of its common stock. Thereafter, Inrob Israel commenced
        a
        registration activity of such shares of its common stock on behalf of the
        two
        entities as selling shareholders on Form F-1 with the Securities and Exchange
        Commission (“SEC”). The registration activity continued through December 31,
        2004, and into the year 2005. In early 2005, Inrob Israel decided not to
        complete the registration of the common stock of the selling shareholders
        with
        the SEC, and withdrew its registration statement on July 28, 2005. As an
        alternative transaction, effective July 21, 2005, Inrob Israel completed
        the
        reverse merger with Inrob Tech, a publicly traded Nevada
        corporation.
 Given
        that Inrob Israel is considered to have acquired Inrob Tech by a reverse
        merger
        through a Stock Purchase Agreement, and its sole stockholder currently has
        voting control of the Company, the accompanying financial statements and
        related
        disclosures in the notes to financial statements present the financial position
        as of December 31, 2006, and the operations for the two years in the period
        ended December 31, 2006, of Inrob Israel under the name of Inrob Tech Ltd.
        The
        reverse merger has been recorded as a recapitalization of the Company, with
        the
        net assets of Inrob Israel and Inrob Tech brought forward at their historical
        bases. The costs associated with the reverse merger have been expensed as
        incurred.
  F-8
 **INROB
            TECH LTD.**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2006, AND 2005**
  
 *Cash
        and Cash Equivalents*
 
 For
        purposes of reporting within the statement of cash flows, the Company considers
        all cash on hand, cash accounts not subject to withdrawal restrictions or
        penalties, and all highly liquid debt instruments purchased with a maturity
        of
        three months or less to be cash and cash equivalents.
 
 *Restricted
        Cash*
 
 The
        Company maintains restricted cash as funds designated for specific purposes
        or
        for compliance with terms of contractual agreements. As of December 31, 2006,
        $15,018 was pledged as collateral against certain bank loans, and offset
        against
        bank overdrafts for financial reporting purposes.
  *Accounts
        Receivable*
 
 Accounts
        receivable consist of amounts due from customers, employees and related parties.
        The Company establishes an allowance for doubtful accounts in amounts sufficient
        to absorb potential losses on accounts receivable. As of December 31, 2006,
        no
        allowance for doubtful accounts was deemed necessary. While management uses
        the
        best information available upon which to base estimates, future adjustments
        to
        the allowance may be necessary if economic conditions differ substantially
        from
        the assumptions used for the purpose of analysis.
 
 *Revenue
        Recognition*
 
 The
        Company generates revenues from product sales and maintenance service
        contracts.
 
 Revenues
        from product sales are recognized on a completed-contract basis, in accordance
        with Staff Accounting Bulletin No. 104, “ *Revenue
        Recognition in Financial Statements* ”
(“SAB
        No. 104”) and Statement of Position 81-1, “ *Accounting
        for Performance of Construction-Type and Certain Production-Type
        Contracts.* ”
Revenue
        is recognized when delivery has occurred provided there is persuasive evidence
        of an agreement, acceptance tests results have been approved by the customer,
        the fee is fixed or determinable and collection of the related receivable
        is
        probable. Customers are billed, according to individual agreements, upon
        completion of the contract. All product costs are deferred and recognized
        on
        completion of the contract and customer acceptance. A provision is made for
        the
        amount of any expected loss on a contract at the time it is known. As of
        December 31, 2006, the Company had a reserve for estimated loss on a contract
        in
        the amount of $39,141.
  F-9
 **INROB
            TECH LTD.**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2006, AND 2005**
  
 
 On-going
        maintenance service contracts are negotiated separately at an additional
        fee.
        The maintenance service is separate from the functionality of the products,
        which can function without on-going maintenance. Revenues relating to
        maintenance service contracts are recognized as the services are rendered
        ratably over the period of the related contract.
 
 The
        Company is not required to perform significant post-delivery obligations,
        does
        not provide warranties and does not allow product returns. As such, no provision
        is made for costs of this nature.
 
 The
        Company does not sell products with multiple deliverables. It is management’s
        opinion that EITF 00-21, “ *Revenue
        Arrangements With Multiple Deliverables* ”
is
        not
        applicable.
  *Property
        and Equipment*
 
 The
        components of property and equipment are stated at cost. Property and equipment
        costs are depreciated or amortized for financial reporting purposes over
        the
        useful lives of the related assets by the straight-line method. Useful lives
        utilized by the Company for calculating depreciation or amortization are
        as
        follows:
 
 Computer
                  and office equipment
              5
                  to 10 yearsFurniture
                  and fixtures
              3
                  to 15 yearsVehicles
              5
                  to 6 yearsLeasehold
                  improvements
              10
                  years
 
 Upon
        disposition of an asset, its cost and related accumulated depreciation or
        amortization are removed from the accounts, and any resulting gain or loss
        is
        recognized.
 *Lease
          Obligations*
  All
          noncancellable leases with an initial term greater than one year are categorized
          as either capital or operating leases. Assets recorded under capital leases
          are
          amortized according to the same methods employed for property and equipment
          or
          over the term of the related lease, if shorter.
 *Impairment
        of Long-Lived Assets*
 
 The
        Company evaluates the recoverability of long-lived assets and the related
        estimated remaining lives when events or circumstances lead management to
        believe that the carrying value of an asset may not be recoverable. For the
        periods ended December 31, 2006, and 2005, no events or circumstances occurred
        for which an evaluation of the recoverability of long-lived assets was
        required.
 
 *Earnings
        (Loss) Per Common Share*
 
 Basic
        earnings (loss) per share is computed by dividing the net income (loss)
        attributable to the common stockholders by the weighted average number of
        shares
        of common stock outstanding during the period. Fully diluted earnings (loss)
        per
        share is computed similar to basic earnings (loss) per share except that
        the
        denominator is increased to include the number of additional common shares
        that
        would have been outstanding if the potential common shares had been issued
        and
        if the additional common shares were dilutive.
  F-10
 **INROB
            TECH LTD.**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2006, AND 2005**
  
 
 *Common
        Stock Registration Expenses*
 
 The
        Company considers incremental costs and expenses related to the registration
        of
        equity securities with the SEC, whether by contractual arrangement as of
        a
        certain date or by demand, to be unrelated to original issuance transactions.
        As
        such, subsequent registration costs and expenses are reflected in the
        accompanying financial statements as general and administrative expenses,
        and
        are expensed as incurred.
 
 *Research
        and Development Costs*
 
 The
        Company conducts research and development activities for others under
        contractual arrangements. Research and development costs incurred under
        contractual arrangements are accounted for in accordance with Statement of
        Financial Accounting Standards No. 68, *“Research
        and Development Agreements”* (“SFAS
        68”). All costs incurred under the contractual arrangements are deferred and
        recognized as cost of sales (product sales) upon completion of the contract
        work.
 
 *Deferred
        Offering Costs*
 
 The
        Company defers as other assets the direct incremental costs of raising capital
        until such time as the offering is completed. At the time of the completion
        of
        the offering, the costs are charged against the capital raised. Should the
        offering be terminated, deferred offering costs are charged to operations
        during
        the period in which the offering is terminated.
 
 *Debt
        Issuance Costs*
 
 The
        Company defers as other assets the costs associated with the issuance of
        debt
        instruments. Such costs are amortized as additional interest expense over
        the
        life of the related debt. During the period ended December 31, 2006, the
        Company
        recorded $340,500 of debt issuance costs related to convertible notes, and
        amortized $21,281 of such costs as additional interest expense.
 
 *Advertising
        and Promotion Costs*
 
 Advertising
        and promotion costs are charged to operations when incurred. For the periods
        ended December 31, 2006, and 2005, advertising and promotion costs amounted
        to
        $92,867 and $8,481, respectively.
 
 *Comprehensive
        Income (Loss)*
 
 The
        Company presents comprehensive income (loss) in accordance with Statement
        of
        Financial Accounting Standards No. 130, “ *Reporting
        Comprehensive Income”* (“SFAS
        130”). SFAS 130 states that all items that are required to be recognized under
        accounting standards as components of comprehensive income (loss) be reported
        in
        the financial statements. For the periods ended December 31, 2006, and 2005,
        the
        only components of comprehensive income (loss) were the net income (loss)
        for
        the periods, and the foreign currency translation adjustments.
  F-11
 **INROB
            TECH LTD.**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2006, AND 2005**
  
 
 *Income
        Taxes*
 
 The
        Company accounts for income taxes pursuant to SFAS No. 109, “ *Accounting
        for Income Taxes”* (“SFAS
        109”). Under SFAS 109, deferred tax assets and liabilities are determined based
        on temporary differences between the bases of certain assets and liabilities
        for
        income tax and financial reporting purposes. The deferred tax assets and
        liabilities are classified according to the financial statement classification
        of the assets and liabilities generating the differences.
 The
        Company maintains a valuation allowance with respect to deferred tax assets.
        The
        Company establishes a valuation allowance based upon the potential likelihood
        of
        realizing the deferred tax asset and taking into consideration the Company’s
        financial position and results of operations for the current period. Future
        realization of the deferred tax benefit depends on the existence of sufficient
        taxable income within the carryforward period under the Federal tax
        laws.
 
 Changes
        in circumstances, such as the Company generating taxable income, could cause
        a
        change in judgment about the realizability of the related deferred tax asset.
        Any change in the valuation allowance will be included in income in the year
        of
        the change in estimate.
 
 *Foreign
        Currency Translation*
 
 The
        Company accounts for foreign currency translation pursuant to SFAS No. 52,
        “ *Foreign
        Currency Translation”* (“SFAS
        52”). The Company’s functional currency is the Israeli New Shekel. Under SFAS
        52, all assets and liabilities are translated into United States dollars
        using
        the current exchange rate at the end of each fiscal period. Revenues and
        expenses are translated using the average exchange rates prevailing throughout
        the respective periods. Translation adjustments are included in other
        comprehensive income (loss) for the period. Certain transactions of the Company
        are denominated in United States dollars. Translation gains or losses related
        to
        such transactions are recognized for each reporting period in the related
        statement of operations and comprehensive income (loss).
 
 *Fair
        Value of Financial Instruments*
 
 The
        Company estimates the fair value of financial instruments using the available
        market information and valuation methods. Considerable judgment is required
        in
        estimating fair value. Accordingly, the estimates of fair value may not be
        indicative of the amounts the Company could realize in a current market
        exchange. As of December 31, 2006, the Company’s financial instruments
        approximated fair value to do the nature and maturity of such
        instruments.
 
 *Estimates*
 
 The
        financial statements are prepared on the basis of accounting principles
        generally accepted in the United States. The preparation of financial statements
        in conformity with generally accepted accounting principles requires management
        to make estimates and assumptions that affect the reported amounts of assets
        and
        liabilities as of December 31, 2006, and revenues and expenses for the periods
        ended December 31, 2006, and 2005. Actual results could differ from those
        estimates made by management.
  F-12
 **INROB
            TECH LTD.**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2006, AND 2005**
  
 
 **(2)**  **Going
        Concern**
 
 During
        the year ended December 31, 2006, and subsequent thereto, Inrob Tech continued
        its operations, business expansion, and capital formation activities through
        the
        issuance of convertible debt.  On
        November 15, 2006, the Company completed a subscription agreement with a
        group
        of accredited investors for the issuance of Convertible Notes in the amount
        of
        $3,000,000. The maturity date of the Convertible Notes is two years from
        the
        date of issuance - November 15, 2008. Net proceeds to the Company amounted
        to
        $2,659,500, after deducting debt issuance costs. On March 27, 2007, the Company
        effected a second subscription agreement with a group of accredited investors
        for the issuance of Convertibles Notes also in the amount of $3,000,000.
        The
        maturity date of the second issuance of Convertible Notes is two years from
        the
        date of issuance - March 27, 2009. The second transaction was completed under
        essentially the same terms and conditions as the first issuance. In additional,
        under the terms of the transactional documents, all rights and benefits to
        be
        granted to the investor (including the security interest) are identical to
        and
        are intended to be shared equally with the holders of the Convertible Notes
        and
        warrants issued by the Company as of November 15, 2006. Proceeds from the
        second
        subscription agreement amounted to approximately $2,594,738 after debt issuance
        costs.
 
 While
          management of the Company believes that the Company will be successful
          in
          increasing its working capital from operations and the generation of additional
          business revenues from new and existing clients, there can be no assurance
          that
          the Company will be able to generate the funds needed to meet its debt
          and
          working capital obligations under its business plan, or be successful in
          the
          sale of its products and services to generate sufficient revenues to allow
          the
          Company to achieve profitability, and to sustain its
          operations.
 
 The
        accompanying financial statements have been prepared in conformity with
        accounting principles generally accepted in the United States of America,
        which
        contemplate continuation of the Company as a going concern. The Company has
        incurred operating losses, and had negative working capital as of December
        31,
        2006. These and other factors raise substantial doubt about the Company’s
        ability to continue as a going concern. The accompanying financial statements
        do
        not include any adjustments to reflect the possible future effects on the
        recoverability and classification of assets or the amounts and classification
        of
        liabilities that may result from the possible inability of the Company to
        continue as a going concern.
 
 **(3)**  **Inventories**
 
 As
        of
        December 31, 2006, inventories consisted of the following:
 
 2006Work
                  in progress
              
              $
              668,388Materials
              
              
              43,384Total
              
              $
              711,772
 
 
 
 **(4)**  **Loan
        Receivable - Director and Stockholder**
 
 As
        discussed in Note 9, in July 2005, Inrob Israel purchased, on behalf of Ben-Tsur
        Joseph, President, sole Director and stockholder, 2,057,415 shares of common
        stock of Inrob Tech in connection with the reverse merger. The amount of
        consideration provided by Inrob Israel for the shares was $475,000. Thereafter,
        Mr. Joseph entered into a Share Transfer and Loan Agreement with Inrob Israel
        whereby the company transferred to Mr. Joseph 2,057,415 shares of the common
        stock of Inrob Tech in exchange for a promissory note issued by Mr. Joseph
        in
        the amount of $475,000. The promissory note carries an interest rate of four
        (4)
        percent per annum, and is payable to Inrob Israel on demand. As of December
        31,
        2006, the balance owed on the loan plus accrued interest amounted to $502,447.
        The Company has classified the amount of the promissory note due from Mr.
        Joseph, or $475,000, as an offset to common stock equity, due to the nature
        of
        the transaction as a common stock subscription arrangement.
  F-13
 **INROB
            TECH LTD.**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2006, AND 2005**
  
 
 **(5)**  **Loan
        to and Interest Receivable from Related Parties**
  A
        loan to
        a related party entity bears interest at a variable rate equivalent to the
        minimum rate allowed by the Israel Income Tax Ordinance (4% percent), is
        unsecured and is due, including principal and interest, on December 31, 2008.
        Interest receivable from Mr. Joseph associated with the loan transaction
        described in Note 4 above amounted to $27,447 as of December 31, 2006. The
        following summarizes the amounts receivable as of December 31,
        2006:
 
 2006Ben-Tsur
                  Joseph Holdings Ltd.
              
              $
              234,402Ben-Tsur
                  Joseph - Interest receivable
              
              
              27,447Totals
              
              $
              261,849
 
 **(6)**  **Bank
        Indebtedness**
 
 The
        Company has certain loans and bank arrangements to fund its operations in
        Israel
        which are described as follows:
 
 2006Bank
                  Loan #1:Monthly
                  payments including interestat
                  6.15-6.95% per annum, maturesFebruary
                  27, 2008, secured
              
              $
              31,708Bank
                  Loan #2:Monthly
                  payments including interestat
                  6.1% per annum, maturesFebruary
                  10, 2008, secured.
              
              
              7,170Bank
                  Loan #3:Monthly
                  payments including interestat
                  5.88% per annum, maturesJune
                  2, 2007, secured.
              
              
              12,819Totals
              
              
              51,697Less
                  - Current portion
              
              
              (43,858
              )Total
                  Bank Loans
              
              $
              7,839
 
  F-14
 **INROB
            TECH LTD.**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2006, AND 2005**
  
 
 Principal
                  repayments of bank debt are as follows:2007
              
              $
              43,8582008
              
              
              7,839Totals
              
              $
              51,697
 
 **(7)**  **Convertible
        Debentures**
 
 As
        of
        August 1, 2004, in connection with the conversion of the common stock equity
        investments of two shareholder entities (see Note 9), and the assignment
        of the
        rights and interests of such entities to a third-party entity, Inrob Israel
        issued a convertible debenture (the “Debenture”) in the amount of $250,000. The
        Debenture carried an interest rate of ten (10) percent per annum, and was
        due on
        July 31, 2005, unless otherwise paid to the holder, or converted into shares
        of
        common stock. So long as Inrob Israel was not in default, the holder of the
        Debenture was to receive shares of common stock at a discount of fifty-five
        (55%) percent of the average closing bid price for the three days immediately
        prior to the receipt of the notice of conversion from the holder divided
        into
        the face amount of the Debenture plus accrued interest. The Debenture also
        provided that the maturity date may be extended to a date when Inrob Israel’s
        common stock was publicly traded on a recognized stock exchange. As of July
        31,
        2005, Inrob Israel was in default under the terms of the Debenture, and could
        not repay the amount due. The Debenture was then assumed by Inrob Tech and
        converted into 10,114,285 shares of its publicly traded common stock. On
        November 30, 2005, accrued interest of $25,000 related to the Debenture was
        also
        satisfied by the issuance of 200,000 publicly traded shares of common
        stock.
 
 On
        July
        21, 2005, Inrob Israel issued a convertible debenture (the “Second Debenture”)
        in the amount of $575,000 to a third-party entity. The Second Debenture carried
        an interest rate of ten (10) percent per annum, and payments of principal
        and
        interest were due and payable as follows: (i) on or about October 1, 2005,
        $200,000; (ii) on or about December 1, 2005, $200,000; and, (iii) on or about
        February 1, 2006, the remaining amount, including interest, of $232,500.
        So long
        as Inrob Israel was not in default, the holder of the Second Debenture was
        to
        receive shares of common stock at a discount of fifty-five (55%) percent
        of the
        average closing bid price for the three days immediately prior to the receipt
        of
        the notice of conversion from the holder divided into the face amount of
        the
        Second Debenture plus accrued interest. The amount of the Second Debenture
        was
        subsequently increased from $575,000 to $632,500. On September 13, 2005,
        the
        Second Debenture was in default for nonpayment. Thereafter, effective September
        15, 2005, the Second Debenture obligation was assumed by Inrob Tech, and
        satisfied by the issuance of 21,035,715 publicly traded shares of common
        stock.
 
 On
        September 30, 2005, the Company issued a convertible debenture (the “Third
        Debenture”) in the amount of $42,500 to the same third-party entity that was the
        recipient of the Second Debenture. The Third Debenture carried an interest
        rate
        of ten (10) percent per annum, was due on November 30, 2005, and was convertible
        into 2,000,000 publicly traded shares of the Company’s common stock. The due
        date of the Third Debenture was extended to December 31, 2006, by written
        agreement between the parties. In addition, effective September 30, 2006,
        the
        third-party entity executed a document wherein it indicated that it had waived
        its right to convert the Third Debenture to common stock of the Company.
        In
        November, 2006, the Third Debenture, together with accrued interest, for
        a total
        amount of $46,750, was paid off.
  F-15
 **INROB
            TECH LTD.**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2006, AND 2005**
  
 
 **(8)**  **Issuance
        of Convertible Notes and Warrants**
 
 On
        November 15, 2006, the Company effected a subscription agreement with a group
        of
        accredited investors under Regulation D of the Securities Act of 1933, as
        amended, which provided for the issuance to the investors, exempt from
        registration, of certain 8 percent convertible notes (the “Convertible Notes”)
        in the principal amount of $3,000,000. The maturity date of the Convertible
        Notes is two years from the date of issuance - November 15, 2008.
 
 Payments
        amortizing the outstanding principal amount and related interest under the
        Convertible Notes will commence on the third month anniversary date of the
        date
        of issuance (February 15, 2007) and on the same day of each month thereafter
        until the principal amount and interest have been repaid in full. On each
        repayment date, the Company is required to make payments to the investors
        in the
        amount of 4.76 percent of the initial principal amount and all interest accrued
        on the Convertible Notes as of the repayment date. Upon an event of default,
        the
        interest rate will automatically be increased to 15 percent. At the Company’s
        election, monthly repayments may be made (i) in cash in an amount equal to
        115
        percent of the principal amount component of the monthly payment, and 100
        percent of all other components, or (ii) in shares of registered common stock
        of
        the Company at a conversion price equal to the lesser of (a) $0.25, or (b)
        75
        percent of the average of the closing bid price of the common stock of the
        Company as reported by Bloomberg L.P. for the common stock’s principal market
        for the five trading days preceding the date a notice of conversion given
        to the
        Company after the Company notifies the holder of the Convertible Notes of
        its
        election to make a monthly repayment in shares of registered common
        stock.
  Provided
        there is no default under the Convertible Notes, the Company may prepay the
        outstanding principal amount of the Convertible Notes at a 20 percent premium,
        together with accrued but unpaid interest thereon and any and all other sums
        due.
 
 The
        investors have a right to convert the Convertible Notes into registered shares
        of common stock of the Company at $0.25 per shares. Upon an event of default,
        the conversion price shall be the lesser of $0.25 or 75 percent of the average
        of the closing bid prices of the common stock of the Company for the five
        trading days prior to a conversion date. No conversions may take place if
        it
        would cause an investor to become the beneficial owner of more than 4.99
        percent
        of the outstanding shares of common stock of the Company, which limitation
        is
        subject to waiver by an investor upon 61 days prior written notice to the
        Company.
 
 The
        Company has granted a security interest in all of its assets, and the assets
        of
        Inrob Israel to secure its obligations under the Convertible Notes. Further,
        in
        connection with the Convertible Note transaction, the Company has determined
        that there was no beneficial conversion feature recorded.
  F-16
 **INROB
            TECH LTD.**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2006, AND 2005**
  
 
 The
        Company also issued Class A warrants to purchase 6,000,000 shares of the
        Company’s common stock at $0.40 per share and Class B warrants to purchase
        6,000,000 shares of the Company’s common stock at $0.50 per share. All warrants
        are exercisable for a period of five years following the effective date of
        a
        registration statement filed with the SEC, which the Company agreed to
        complete.
 
 The
        Company filed a Registration Statement on Form SB-2 with the SEC on December
        20,
        2006, to register 18,405,000 shares of common stock related to the Convertible
        Notes. The Registration Statement was declared effective by the SEC on January
        11, 2007.
 
 In
        connection with the issuance of the Convertible Notes, the Company incurred
        $340,500 in debt issuance costs, which included $300,000 paid in cash as
        a
        finder’s fee. The Company is obligated to pay additional finder’s fees in the
        amount of ten percent of the proceeds generated from the exercise of Class
        A and
        Class B warrants. In addition, the Company also issued 1,200,000 warrants
        to the
        finder (similar to and carrying the same rights as the Class A warrants issued
        to the investors in the Convertible Notes) to purchase a like number of shares
        of common stock of the Company for $0.25 per share. Such warrants are
        exercisable for a period of five years following the effective date of the
        Registration Statement filed by the Company with the SEC.
 
 **(9)**  **Capital
        Stock Transactions**
 
 On
        January 5, 2005, a former Director and officer of Inrob Tech exercised 91,075
        stock options to purchase a like number of shares of common stock for $0.439
        per
        share, or $40,000. The value of the common stock was charged against notes
        payable, accrued interest and accrued compensation due to the former Director
        and officer. In addition, on February 21, 2005, the Board of Directors of
        Inrob
        Tech accepted the exercise of stock options by two parties to acquire 18,215
        shares of common stock for $0.439 per share, or $8,000. The value of the
        common
        stock was charged against accrued compensation due to a former Director and
        officer.
 
 In
        July
        2005, the Company issued 602,806 shares of its common stock in satisfaction
        of
        certain accounts payable, accrued liabilities, accrued compensation and related
        taxes, and notes payable. The value of the obligations satisfied by issuance
        of
        common stock was $152,586.
 
 On
        July
        21, 2005, Inrob Israel purchased, on behalf of Ben-Tsur Joseph, President,
        sole
        Director and stockholder, 2,057,415 shares of common stock of the Company
        in
        connection with the reverse merger. The amount of consideration provided
        by
        Inrob Israel for the shares was $475,000. Thereafter, Mr. Joseph entered
        into a
        Share Transfer and Loan Agreement with Inrob Israel whereby the company
        transferred to Mr. Joseph 2,057,415 shares of the common stock of Inrob Tech
        in
        exchange for a promissory note issued by Mr. Joseph in the amount of $475,000.
        The promissory note carries an interest rate of four (4) percent per annum,
        and
        is payable to Inrob Israel on demand. The Company has classified the amount
        of
        the promissory note due from Mr. Joseph, or $475,000, as an offset to common
        stock equity, due to the nature of the transaction as a common stock
        subscription arrangement.
  F-17
 **INROB
            TECH LTD.**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2006, AND 2005**
  
 
 On
        July
        21, 2005, Inrob Tech issued to a former Director and officer of the Company
        350,000 shares of its common stock for prior services and the satisfaction
        of
        $40,000 of liabilities of the Company.
  On
        July
        21, 2005, the Company entered into a Stock Purchase Agreement with Inrob
        Israel,
        and issued 26,442,585 shares of its common stock (post reverse split) for
        all of
        the issued and outstanding capital stock of Inrob Israel (10,020 shares of
        common stock). At the same time, the Company effected a 10.98 for 1 reverse
        stock split of its common stock. Immediately following the completion of
        the
        Stock Purchase Agreement transaction, the Company had 29,999,995 shares of
        its
        common stock outstanding. At that time, Ben Tsur Joseph, the sole officer
        and
        Director of Inrob Israel, owned 28,500,000 shares of the Company’s common stock,
        or 95 percent of the then issued and outstanding common stock of Inrob Tech,
        and
        had voting control. Through this process Inrob Israel is considered to have
        acquired Inrob Tech by a reverse merger. The reverse merger has been recorded
        as
        a recapitalization of the Company, with the net assets of Inrob Israel and
        Inrob
        Tech brought forward at their historical bases. The costs associated with
        the
        reverse merger have been expensed as incurred.
 
 Effective
        January 1, 2004, Inrob Israel issued 30,000,000 shares of common stock (post
        100
        for 1 stock split) to two unrelated entities as equity investors for
        consideration in the amount of $195,000. Thereafter, the Inrob Israel commenced
        a registration activity of such shares of its common stock on behalf of the
        two
        entities as selling shareholders on a Form F-1 Registration Statement with
        the
        SEC. The proceeds from the issuance of common stock were used to pay legal
        and
        other professional fees and expenses associated with the Inrob Israel’s common
        stock registration activities with the SEC. The registration activity continued
        through December 31, 2004, and into the year 2005. In early 2005, management
        decided not to complete the registration of the common stock of the selling
        shareholders with the SEC, and withdrew its registration statement on July
        28,
        2005. As of August 1, 2004, Inrob Israel notified the two investors that
        it was
        converting their equity investment in common stock into the Debenture. The
        two
        shareholder entities immediately assigned their rights and interests in the
        Debenture to a third-party entity. Inrob Israel canceled the 100 for 1 stock
        split and the issuance of the 30,000,000 shares of its common stock.
 
 In
        March
        2005, Ben-Tsur Joseph, as President and a Director of Inrob Israel, entered
        into
        an agreement to purchase 5,010 shares of common stock, or fifty (50%) percent
        of
        the total outstanding common stock of that company, from Itshak Hamami, the
        other Director of the Inrob Israel. Thereafter, Mr. Joseph owned 100 percent
        of
        the issued and outstanding shares of common stock of the Inrob Israel and
        became
        the sole Director and officer of that company.
 
 On
        October 4, 2006, pursuant to authorization by the shareholders of the Company,
        Inrob Tech filed Amended Articles of Incorporation with the Nevada Secretary
        of
        State to increase the number of authorized shares of its common stock from
        80,000,000 shares authorized to 380,000,000 shares, and to change the par
        value
        of its preferred and common stock from $0.001 per share to $0.0001 per share.
        Subsequent to the filing, the Company was authorized to issue a total of
        400,000,000 shares, consisting of 380,000,000 shares of common stock and
        20,000,000 shares of preferred stock, all with a par value of $0.0001 per
        share.
        In connection with the change in par value of preferred and common stock
        described above, all prior transactions involving common stock with a par
        value
        of $0.001 have restated to reflect the new par value of $0.0001 in the
        accompanying financial statements.
  F-18
 **INROB
            TECH LTD.**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2006, AND 2005**
  
 
 On
        November 9, 2006, pursuant to written consent provided by the board of
        directors, the Company established 1,000 shares of Series A Preferred Stock,
        par
        value $0.0001 with the Nevada Secretary of State. Each share of Series A
        Preferred Stock carries voting rights equal to 400,000 shares of common stock
        of
        the Company. In addition, the board of directors authorized the issuance
        of
        1,000 shares of Series A Preferred Stock to Mr. Ben-Tsur Joseph, President
        and
        Director of the Company for services rendered. The issuance of the Series
        A
        Preferred Stock was valued at $150,000.
 
 As
        described in Note 8, in November 2006, the Company issued Class A warrants
        to
        purchase 6,000,000 shares of the Company’s common stock at $0.40 per share, and
        Class B warrants to purchase 6,000,000 shares of the Company’s common stock at
        $0.50 per share. In addition, 1,200,000 finder’s warrants were also issued to
        purchase 1,200,000 shares of the Company’s common stock at $0.25 per share. All
        warrants are exercisable for a period of five years following the effective
        date
        of a registration statement filed with the SEC, which the Company received
        on
        January 11, 2007.
 
 **(10)**  **Recent
        Accounting Pronouncements**
  In
        February 2006, the FASB issued SFAS No. 155, *“Accounting
        for Certain Hybrid Financial Instruments—an amendment of FASB Statements No. 133
        and 140,* ”
(“SFAS
        No. 155”). This Statement permits fair value of re-measurement for any hybrid
        financial instrument that contains an embedded derivative that otherwise
        would
        require bifurcation; clarifies which interest-only strips and principal-only
        strips are not subject to the requirements of SFAS No. 133, *“Accounting
        for Derivative Instruments and Hedging Activities,”* establishes a requirement to evaluate interests in securitized financial
        assets
        to identify interests that are freestanding derivatives or that are hybrid
        financial instruments that contain an embedded derivative requiring bifurcation;
        clarifies that concentrations of credit risk in the form of subordination
        are
        not embedded derivatives; and amended SFAS No. 140, *“Accounting
        for Transfers and Servicing of Financial Assets and Extinguishments of
        Liabilities, - A Replacement of FASB Statement 125,”* to
        eliminate the prohibition on a qualifying special-purpose entity from holding
        a
        derivative financial instrument that pertains to a beneficial interest other
        than another derivative financial instrument. SFAS No. 155 is effective for
        all
        financial instruments acquired, issued, or subject to a re-measurement (new
        basis) event occurring after the beginning of an entity’s first fiscal year that
        begins after September 15, 2006. The
        management of the Company does not believe that this new pronouncement will
        have
        a material impact on its financial statements.
  In
        March
        2006, the FASB issued SFAS No. 156, *“Accounting
        for Servicing of Financial Assets,”* (“SFAS
        No. 156”), which amends SFAS No. 140, *”
        Accounting for Transfers and Servicing of Financial Assets and Extinguishments
        of Liabilities.* ”
In
        a
        significant change to current guidance, SFAS No. 156 permits an entity to
        choose
        either of the following subsequent measurement methods for each class of
        separately recognized servicing assets and servicing liabilities: (1)
        Amortization Method or (2) Fair Value Measurement Method. SFAS No. 156 is
        effective as of the beginning of an entity’s first fiscal year that begins after
        September 15, 2006. The management of the Company does not believe that this
        new
        pronouncement will have a material impact on its financial
        statements.
  F-19
 **INROB
            TECH LTD.**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2006, AND 2005**
   
 In
        June
        2006, the FASB issued SFAS Board Interpretation No. 48, “ *Accounting
        for Uncertainty in Income Taxes - an Interpretation of FASB statement No.
        109* ”
(“FIN
        48”), which clarifies the accounting for uncertainty in income taxes recognized
        in an enterprise’s financial statements in accordance with FASB No. 109. The
        interpretation prescribes a recognition threshold and measurement attribute
        for
        the financial statement recognition and measurement of a tax position taken
        or
        expected to be taken in a tax return. This interpretation also provides guidance
        on derecognition, classification, interest and penalties, accounting in interim
        periods, disclosure, and transition. FIN 48 is effective for fiscal years
        beginning after December 15, 2006. Earlier application of the provisions
        of FIN
        48 is encouraged if the enterprise has not yet issued financial statements,
        including interim financial statements, in the period this Interpretation
        is
        adopted. The management of the Company does not believe that this new
        pronouncement will have a material impact on its financial
        statements.
 
 In
        September 2006, the FASB issued SFAS No. 157, “ *Fair
        Value Measurements* .”
This
        statement defines fair value, establishes a framework for measuring fair
        value
        in generally accepted accounting principles, and expands disclosure about
        fair
        value measurements. This statement applies under other accounting pronouncements
        that require or permit fair value measurement, the FASB having previously
        concluded in those accounting pronouncement that fair value is the relevant
        measurement attribute. This statement does not require any new fair value
        measurements. However, for some entities, the application of the statement
        will
        change current practice. This statement is effective for financial statements
        issued for fiscal years beginning after November 15, 2007, and interim periods
        within those fiscal years. The management of the Company does not believe
        that
        this new pronouncement will have a material impact on its financial
        statements.
 
 In
        September 2006, the FASB issued SFAS No. 158, “ *Employers’
        Accounting for Defined Benefit Pension and Other Postretirement Plans - an
        amendment of FASB Statements No. 87, 88, 106 and 132(R)* .”
This
        statement improves financial reporting by requiring an employer to recognize
        the
        overfunded or underfunded status of a defined benefit postretirement plan
        (other
        than a multi-employer plan) as an asset or liability in its statement of
        financial position and to recognize changes in that funded status in the
        year in
        which the changes occur through comprehensive income of a business entity
        or
        changes in unrestricted net assets for a not-for-profit organization. This
        statement also improves financial reporting by requiring an employer to measure
        the funded status of a plan as of the date of its year-end statement of
        financial position, with limited exceptions. The management of the Company
        does
        not believe that this new pronouncement will have a material impact on its
        financial statements.
  F-20
 **INROB
            TECH LTD.**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2006, AND 2005**
  
 
 In
        February 2007, the FASB issued SFAS No. 159, " *The
        Fair Value Option for Financial Assets and Financial Liabilities - Including
        An
        Amendment of FASB Statement No. 115* ,"
        which
        permits entities to measure many financial instruments and certain other
        items
        at fair value that are not currently required to be measured at fair value.
        An
        entity would report unrealized gains and losses on items for which the fair
        value option has been elected in earnings at each subsequent reporting date.
        The
        objective is to improve financial reporting by providing entities with the
        opportunity to mitigate volatility in reported earnings caused by measuring
        related assets and liabilities differently without having to apply complex
        hedge
        accounting provisions. The decision about whether to elect the fair value
        option
        is applied instrument by instrument, with a few exceptions; the decision
        is
        irrevocable; and it is applied only to entire instruments and not to portions
        of
        instruments. SFAS No. 159 requires disclosures that facilitate comparisons
        (a)
        between entities that choose different measurement attributes for similar
        assets
        and liabilities and (b) between assets and liabilities in the financial
        statements of an entity that selects different measurement attributes for
        similar assets and liabilities. SFAS No. 159 is effective for financial
        statements issued for fiscal years beginning after November 15, 2007. Early
        adoption is permitted as of the beginning of a fiscal year provided the entity
        also elects to apply the provisions of SFAS No. 157. Upon implementation,
        an
        entity shall report the effect of the first re-measurement to fair value
        as a
        cumulative-effect adjustment to the opening balance of retained earnings.
        Since
        the provisions of SFAS No. 159 are applied prospectively, any potential impact
        will depend on the instruments selected for fair value measurement at the
        time
        of implementation. The management of the Company is currently evaluating
        the
        impact, if any, that the adoption of SFAS No. 159 will have on its financial
        statements.
 
 **(11)**  **Related
        Party Transactions**
 
 Inrob
        Israel entered into a management agreement with a Director and officer on
        October 1, 2003, which was subsequently extended as to its commencement date
        to
        May 1, 2005. Other terms and conditions related to equipment usage commenced
        with the original date of the agreement. Under the terms of the agreement,
        the
        Company is obligated to pay $15,000 per month during the first year and $20,000
        per month thereafter for management fees. For the periods ended December
        31,
        2006, and 2005, the Company accrued $220,000 and $120,000, respectively under
        the management agreement. The Director and officer agreed to offset
        approximately $205,000 owed to the Company by a related party entity of the
        Director and officer against the management fee liability which reduced the
        total amount owed as of December 31, 2006, to approximately $135,000. The
        management agreement does not have a specific completion date, but may be
        terminated by either party on written notice of three months.
 
 As
        described in Note 9 above, in July 2005, Inrob Israel purchased, on behalf
        of
        Ben-Tsur Joseph, its President, Director and sole stockholder, 2,057,415
        shares
        of common stock of Inrob Tech in connection with the reverse merger. The
        amount
        of consideration provided by Inrob Israel for the shares was $475,000.
        Thereafter, Mr. Joseph entered into a Share Transfer and Loan Agreement with
        Inrob Israel whereby the company transferred to Mr. Joseph 2,057,415 shares
        of
        the common stock of Inrob Tech in exchange for a promissory note issued by
        Mr.
        Joseph in the amount of $475,000. The promissory note carries an interest
        rate
        of four (4) percent per annum, and is payable to Inrob Israel on demand.
        The
        Company has classified the amount of the promissory note due from Mr. Joseph,
        or
        $475,000, as an offset to common stock equity, due to the nature of the
        transaction as a common stock subscription arrangement.
  F-21
 **INROB
            TECH LTD.**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2006, AND 2005**
  
 
 As
        of
        December 31, 2006, Mr. Ben-Tsur Joseph, President and Director of the Company,
        had loaned a total of $61,435 to the Company for working capital purposes.
        The
        loan is unsecured, non-interest bearing, and has no terms for
        repayment.
 
 **(12)**  **Commitments
        and Contingencies**
 
 For
        the
        year ended December 31, 2005, the Company was a party to a lease agreement
        in
        Israel for its premises which expired in January, 2006. In 2006, the Company
        entered into a new one-year lease agreement, with an option to extend the
        agreement for an additional year. The Company paid approximately $23,000
        in
        operating lease payments for its premises through June 2006. Thereafter,
        effective July 1, 2006, the Company entered into a new lease agreement for
        its
        premises. The Company leased approximately 3,767 square feet of office and
        production space for a period of three years. For the six months ended December
        31, 2006, the Company paid approximately $6,300 in operating lease payments
        for
        its premises. Minimum lease payments for the years 2007, 2008, and 2009 under
        the lease agreement will be $12,600, $12,600 and $6,300, respectively. After
        the
        initial term, the Company has two option periods to extend the lease through
        2013.
 
 The
        Company leases on a month-to-month basis approximately 1,885 square feet
        of
        warehouse space at the same facility that it occupies for production and
        office
        space. The monthly rental amount for the warehouse space is $913 per
        month.
 
 The
        Company leases four autos under an operating lease agreement which expires
        in
        December 2008. Minimum annual payments under the operating lease amount to
        $23,424 per year.
 
 The
        Company also entered into two sublease agreements for its leased premises
        in
        Israel which expired on December 31, 2005, under which it received approximately
        $31,350 for the year. Subsequent to December 31, 2005, the sublease agreements
        continued on a month-to-month basis until April, 2006, and June, 2006,
        respectively, when the parties to the sublease agreements moved from the
        leased
        premises of the Company. For the year ended December 31, 2006, the Company
        received approximately $10,716 of sublease income from the two
        parties.
 
 In
        December 2005, the Company entered into an agreement for securing capital
        financing, and services related to stockholder relations and introductory
        services to market makers with an unrelated entity. The terms of the agreement
        required a payment of $50,000 at the commencement of the services which began
        in
        January 2006, and $10,000 per month thereafter for a period six months. For
        the
        nine months ended December 31, 2006, the Company paid $110,000 for services
        related to the agreement. Funding for the agreement was provided by an advance
        from a related party investor group.
 
 In
        February 2006, the Company entered into an agreement with MoneyTV for certain
        media services related to the promotion of the Company on an international
        level. The agreement required the payment of a fee of $11,500 for such services.
        Funding for the agreement was provided by an advance from a related party
        investor group.
  F-22
 **INROB
            TECH LTD.**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2006, AND 2005**
  
 
 **(13)**  **Income
        Taxes**
 
 The
        provision (benefit) for income tax for the periods ended December 31, 2006,
        and
        2005, were as follows (assuming a 34% effective tax rate):
 
 2006
              
              2005Current
                  Tax Provision:Federal-Taxable
                  income
              
              $
              2,940
              
              $
              14,057Total
                  current tax provision
              
              $
              2,940
              
              $
              14,057Deferred
                  Tax Provision:Federal-Loss
                  carryforwards
              
              
              281,600
              
              
              32,400Change
                  in valuation allowance
              
              
              (281,600
              )
              
              (32,400
              )Total
                  deferred tax provision
              
              $
              -
              
              $
              -
 
 The
        Company had deferred income tax assets as of December 31, 2006, and 2005,
        as
        follows:
 
 2006
              
              2005Loss
                  carryforwards
              
              $
              447,000
              
              $
              165,400Less
                  - Valuation allowance
              
              
              (447,000
              )
              
              (165,400
              )Total
                  net deferred tax assets
              
              $
              -
              
              $
              -
 
 The
        Company provided a valuation allowance equal to the deferred income tax assets
        for the periods ended December 31, 2006, and 2005, because it is not presently
        known whether future taxable income will be sufficient to utilize the loss
        carryforwards.
 
 As
        of
        December 31, 2006, the Company had approximately $1,314,700 in tax loss
        carryforwards that can be utilized in future periods to reduce taxable
        income.
 
 **(14)**  **Significant
        Customers**
 
 For
        the
        years ended December 31, 2006, and 2005, the Company had certain customers
        that
        accounted for more that ten (10) percent of total revenues, as
        follows:
  F-23
 **INROB
            TECH LTD.**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2006, AND 2005**
  
 2006
              
              2005Customer
                  A
              
              $
              643,612
              
              $
              610,579Customer
                  B
              
              
              -
              
              
              168,681
 
 
 **(15)**  **Subsequent
        Events**
 
 On
        March
        27, 2007, the Company effected a second subscription agreement with a group
        of
        accredited investors under Regulation D of the Securities Act of 1933, as
        amended, which provided for the issuance to the investors, exempt from
        registration, of certain 8 percent convertible notes (the “Convertible Notes”)
        in the principal amount of $3,000,000. The maturity date of the Convertible
        Notes is two years from the date of issuance - March 27, 2009. The transaction
        was completed under essentially the same terms and conditions as the first
        issuance described in Note 8 above. In additional, under the terms of the
        transactional documents, all rights and benefits to be granted to the investor
        (including the security interest) are identical to and are intended to be
        shared
        equally with the holders of the Convertible Notes and warrants issued by
        the
        Company as of November 15, 2006. Proceeds from the second subscription agreement
        amounted to approximately $2,594,738 after debt issuance costs.
 
 In
        March
        2007, the Company organized a wholly owned subsidiary under the name Inrob
        Philippines, Incorporated for the purpose of establishing and operating a
        manufacturing facility for its products and services in Manila, Philippine
        Islands.






F-24