**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549




Amendment
      No. 1




to




**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, 2005




*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: $1,580,615 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 29, 2006, the
      aggregate market value was approximately $12,229,433.




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 61,350,180**


(Class)
      (Outstanding as of March 31, 2006)




Transitional
      Small Business Disclosure Format (Check one): Yes o; No x










**PART
      I**





I **tem
      7. Financial Statements**





**INROB
      TECH LTD.**







**INDEX
      TO FINANCIAL STATEMENTS**




**DECEMBER
      31, 2005, AND 2004**





Financial
                Statements-Report
                of Registered Independent Auditors
            F-2Restated
                Balance Sheet as of December 31, 2005
            F-3Statements
                of Operations and Comprehensive Income (Loss) for the Years Ended
                December
                31, 2005, and 2004
            F-4Restated
                Statements of Stockholders' (Deficit) for the Years Ended December
                31, 2005, and 2004
            F-5Statements
                of Cash Flows for the Years Ended December 31, 2005, and
                2004
            F-6Restated
                Notes to Financial Statements for the Years Ended December 31, 2005,
                and
                2004
            F-8






F-1










**REPORT
      OF REGISTERED INDEPENDENT AUDITORS**




To
      the
      Stockholders and Board of Directors of Inrob Tech Ltd.:




We
      have
      audited the accompanying balance sheet of Inrob Tech Ltd. (a Nevada corporation)
      as of December 31, 2005, 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, 2005. 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. 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,
      2005, and the results of its operations and its cash flows for each of the
      two
      years in the period ended December 31, 2005, 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 is conducting certain capital formation activities
      through the issuance of convertible debt, 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.




As
      discussed in the last paragraph of Note 2 to the financial statements, errors
      in
      the presentation of a promissory note from the sole officer and director of
      the
      Company in the amount of $475,000, and the weighted average number of shares
      outstanding resulting from the completion of a reverse merger were determined
      by
      management of the Company. Accordingly, the balance sheet as of December 31,
      2005, and the Statements of Stockholders' (Deficit) for the periods ended
      December 31, 2005, and 2004, have been restated to correct the errors. The
      restatement for the errors did not result in adjustments to net income (loss)
      for the corresponding periods.




Respectfully
      submitted,


/s/
                Davis Accounting Group P.C.Cedar
                City, Utah,March
                20, 2006, except for the last paragraph of Note 2
              for
                which the date is December 21,
                2006.








F-2












**INROB
      TECH LTD.**


**RESTATED
      BALANCE SHEET (NOTE 2)**


**AS
      OF DECEMBER 31, 2005**




**2005****ASSETS****Current
                Assets:**Cash
                and cash equivalents
            
            $
            -Accounts
                Receivable-Trade
            
            
            317,963Employees
                and other
            
            
            3,569Less
                - Allowance for doubtful accounts
            
            
            -Inventories
            
            
            477,307Cost
                of uncompleted contracts in excess of billings
            
            
            189,983Prepaid
                expenses
            
            
            15,104Total
                current assets
            
            
            1,003,926**Property
                and Equipment:**Office
                and computer equipment
            
            
            54,935Furniture
                and fixtures
            
            
            70,814Vehicles
            
            
            318,834444,583Less
                - Accumulated depreciation
            
            
            (209,473
            )Net
                property and equipment
            
            
            235,110**Other
                Assets:**Deposits
                and other
            
            
            10,467Loans
                to related party companies
            
            
            257,069Total
                other assets
            
            
            267,536**Total
                Assets**
            
            $
            1,506,572**LIABILITIES
                AND STOCKHOLDERS' (DEFICIT)****Current
                Liabilities:**Bank
                overdrafts
            
            $
            40,361Bank
                loans and other debt, current portion
            
            
            323,776Convertible
                debenture
            
            
            42,500Accounts
                payable - Trade
            
            
            277,517Billings
                on uncompleted contracts in excess of related costs
            
            
            1,003Due
                to related party - Director and stockholder
            
            
            82,421Accrued
                liabilities
            
            
            235,951Reserve
                for estimated loss on contract
            
            
            50,097Deferred
                revenue
            
            
            424,496Income
                taxes payable
            
            
            20,147Total
                current liabilities
            
            
            1,498,269**Long-term
                Debt, less current portion:**Bank
                loans and other debt
            
            
            52,146Total
                long-term debt
            
            
            52,146Total
                liabilities
            
            
            1,550,415**Commitments
                and Contingencies**





**Stockholders'
                (Deficit):**Preferred
                stock, par value $.001 per share; 20,000,000 sharesauthorized;
                no shares issued and outstanding
            
            
            -Capital
                stock, par value $.001 per share; 80,000,000 sharesauthorized;
                61,350,180 shares issued and outstanding
            
            
            61,350Additional
                paid-in capital
            
            
            852,568Less
                - Loan receivable - Director and stockholder
            
            
            (475,000
            )Accumulated
                other comprehensive income
            
            
            3,769Accumulated
                (deficit)
            
            
            (486,530
            )Total
                stockholders' (dificit)
            
            
            (43,843
            )**Total
                Liabilities and Stockholders' (Deficit)**
            
            $
            1,506,572





The
      accompanying notes to financial statements are an integral part of this balance
      sheet.





F-3









**INROB
      TECH LTD.**


**STATEMENTS
      OF OPERATIONS (NOTE 2)**


**AND
      COMPREHENSIVE INCOME (LOSS)**


**FOR
      THE YEARS ENDED DECEMBER 31, 2005, AND 2004**





2005
            
            2004Revenues:Services
            
            $
            1,154,932
            
            $
            1,049,313Product
                sales
            
            
            425,683
            
            
            157,008Total
                revenues
            
            
            1,580,615
            
            
            1,206,321Cost
                of Goods Sold:Services
            
            
            832,315
            
            
            917,506Product
                sales
            
            
            102,615
            
            
            90,910Total
                cost of goods sold
            
            
            934,930
            
            
            1,008,416Gross
                Profit
            
            
            645,685
            
            
            197,905Expenses:General
                and administrative
            
            
            502,568
            
            
            508,317Total
                general and administrative expenses
            
            
            502,568
            
            
            508,317Income
                (Loss) from Operations
            
            
            143,117
            
            
            (310,412
            )Other
                (Expense):Interest
                (expense)
            
            
            (38,795
            )
            
            (67,410
            )Gain
                - sale of equipment
            
            
            5,120
            
            
            41,621Total
                other (expense)
            
            
            (33,675
            )
            
            (25,789
            )Income
                (Loss) before Income Taxes
            
            
            109,442
            
            
            (336,201
            )Provision
                for income taxes
            
            
            (14,057
            )
            
            (12,619
            )Net
                Income (Loss)
            
            
            95,385
            
            
            (348,820
            )Comprehensive
                Income (Loss):Israeli
                currency translation
            
            
            20,190
            
            
            (537
            )Total
                Comprehensive Income (Loss)
            
            $
            115,575
            
            $
            (349,357
            )(Loss)
                Per Common Share:(Loss)
                per common share - Basic and Diluted
            
            $
            0.00
            
            $
            (0.01
            )Weighted
                Average Number of Common Shares Outstanding - Basic and
                Diluted
            
            
            38,753,607
            
            
            26,880,484




The
      accompanying notes to financial statements are an integral part of these
      statements.







F-4








**INROB
      TECH LTD.**


**RESTATED
      STATEMENTS OF STOCKHOLDERS' (DEFICIT)  (NOTE 2)**


**FOR
      THE PERIODS ENDED DECMEBER 31, 2005, AND 2004**





**Less
                  -Loan****Receivable**
              
              **Accumulated****Additional**
              
              **-Director**
              
              **Other****Preferred
                  Stock**
              
              **Common
                  Stock**
              
              **Paid-in**
              
              **and**
              
              **Comprehensive**
              
              **Accumulated****Description**
              
              **Shares**
              
              **Amount**
              
              **Shares**
              
              **Amount**
              
              **Capital**
              
              **Stockholder**
              
              **Income
                  (Loss)**
              
              **(Deficit)**
              
              **Totals****Balance
                  - December 31, 2003**
              
              
              -
              
              $
              -
              
              
              26,880,484
              
              $
              26,881
              
              $
              (736,049
              )
              $
              -
              
              $
              (15,884
              )
              $
              (233,095
              )
              $
              (958,147
              )Israeli
                  currency translation
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (537
              )
              
              -
              
              
              (537
              )Net
                  (loss) for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (348,820
              )
              
              (348,820
              )**Balance
                  - December 31, 2004**
              
              
              -
              
              
              -
              
              
              26,880,484
              
              
              26,881
              
              
              (736,049
              )
              
              -
              
              
              (16,421
              )
              
              (581,915
              )
              
              (1,307,504
              )Exercise
                  of stock options to reducedebt
                  and liabilities
              
              
              -
              
              
              -
              
              
              109,290
              
              
              109
              
              
              47,891
              
              
              -
              
              
              -
              
              
              -
              
              
              48,000Issuance
                  of common stock to reducedebt
                  and liabilities
              
              
              -
              
              
              -
              
              
              602,806
              
              
              603
              
              
              151,983
              
              
              -
              
              
              -
              
              
              -
              
              
              152,586Purchase
                  of common stock for cash
              
              
              -
              
              
              -
              
              
              2,057,415
              
              
              2,057
              
              
              472,943
              
              
              (475,000
              )
              
              -
              
              
              -
              
              
              -Common
                  stock issued for liabilities andservices
              
              
              -
              
              
              -
              
              
              350,000
              
              
              350
              
              
              39,650
              
              
              -
              
              
              -
              
              
              -
              
              
              40,000Conversion
                  of convertible debentureinto
                  common stock
              
              
              -
              
              
              -
              
              
              10,114,470
              
              
              10,114
              
              
              239,886
              
              
              -
              
              
              -
              
              
              -
              
              
              250,000Conversion
                  of convertible debentureinto
                  common stock
              
              
              -
              
              
              -
              
              
              21,035,715
              
              
              21,036
              
              
              611,464
              
              
              -
              
              
              -
              
              
              -
              
              
              632,500Issuance
                  of common stock for accruedinterest
                  on convertible debenture
              
              
              -
              
              
              -
              
              
              200,000
              
              
              200
              
              
              24,800
              
              
              -
              
              
              -
              
              
              -
              
              
              25,000Israeli
                  currency translation
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              20,190
              
              
              -
              
              
              20,190Net
                  income for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              95,385
              
              
              95,385**Balance
                  - December 31, 2005**
              
              
              -
              
              $
              -
              
              
              61,350,180
              
              $
              61,350
              
              $
              852,568
              
              $
              (475,000
              )
              $
              3,769
              
              $
              (486,530
              )
              $
              (43,843
              )







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, 2005, AND 2004**





**2005**
            
            **2004****Operating
                Activities:**Net
                income (loss)
            
            $
            95,385
            
            $
            (348,820
            )Adjustments
                to reconcile net income (loss) to net cash providedby
                (used in) operating activities:Depreciation
                and amortization
            
            
            45,441
            
            
            47,931Reserve
                for loss on contract
            
            
            50,097
            
            
            -Loss
                (gain) on sale of equipment
            
            
            -
            
            
            (41,621
            )Write-down
                of related party loans receivable
            
            
            -
            
            
            -Changes
                in net assets and liabilities-Accounts
                receivable
            
            
            (31,799
            )
            
            (105,153
            )Inventories
            
            
            (276,113
            )
            
            (94,094
            )Cost
                of uncompleted contracts in excess of billings
            
            
            (189,983
            )
            
            -Prepaid
                expenses and deposits
            
            
            22,785
            
            
            (7,200
            )Accounts
                payable - trade and accrued liabilities
            
            
            (90,433
            )
            
            282,668Billings
                on uncompleted contracts in excess of related costs
            
            
            1,003
            
            
            -Deferred
                revenue
            
            
            146,276
            
            
            202,652Income
                taxes payable
            
            
            (6,334
            )
            
            (720
            )**Net
                Cash (Used in) Operating Activities**
            
            
            (233,675
            )
            
            (64,357
            )**Investing
                Activities:**Purchases
                of property and equipment
            
            
            8,195
            
            
            (191,594
            )Proceeds
                from sale of property and equipment
            
            
            5,120
            
            
            53,452**Net
                Cash Provided by (Used in) Investing Activities**
            
            
            13,315
            
            
            (138,142
            )**Financing
                Activities:**Increase
                (decrease) in long-term debt
            
            
            (58,680
            )
            
            116,053Proceeds
                from (offset to) bank overdrafts
            
            
            (523,818
            )
            
            83,120Proceeds
                from convertible debenture
            
            
            617,500
            
            
            250,000Loan
                receivable - Director and stockholder
            
            
            (475,000
            )
            
            -Interest
                on Loan receivable - Director and stockholder
            
            
            (8,484
            )
            
            -Payments
                on (advances to) Loan - Director and stockholder
            
            
            155,525
            
            
            (61,812
            )Due
                to related party - Director and stockholder
            
            
            82,421
            
            
            -Loans
                to related party companies
            
            
            410,706
            
            
            (184,325
            )**Net
                Cash Provided by Financing Activities**
            
            
            200,170
            
            
            203,036**Effect
                of Exchange Rate Changes on Cash**
            
            
            20,190
            
            
            (537
            )**Net
                Increase (Decrease) in Cash**
            
            
            -
            
            
            -**Cash
                - Beginning of Period**
            
            
            -
            
            
            -**Cash
                - End of Period**
            
            $
            -
            
            $
            -




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, 2005, AND 2004**




Supplemental
      Disclosures of Cash Flow Information:





Cash
                paid during the period for:Interest
            
            $
            48,945
            
            $
            88,189Income
                taxes
            
            $
            20,391
            
            $
            13,339




**Supplemental
      Information of Noncash Investing and Financing Activities:**




**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.




The
      accompanying notes to financial statements are an integral part of these
      statements.







F-7







**INROB
      TECH LTD.**


**RESTATED
      NOTES TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005, AND 2004**




(1)
      Summary of Significant Accounting Policies




**Basis
      of Presentation and Organization**




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 ("UGV") robots. The remote control
      systems of the Company are the "brains" for many UGV 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 UGV applications and control solutions. The Company has also
      targeted the civilian applications market, which includes 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 UGV 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 had voting control
      of the Company at the time of the transaction, the accompanying financial
      statements and related disclosures in the notes to financial statements present
      the financial position as of December 31, 2005, and the operations for the
      years
      ended December 31, 2005, and 2004, 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.**


**RESTATED
      NOTES TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005, AND 2004**




**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, 2005,
      $247,868 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, 2005,
      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 in is known. As of
      December 31, 2005, the Company had a reserve for estimated loss on a contract
      in
      the amount of $50,097. No reserve for estimated loss on a contract was recorded
      as of December 31, 2004.




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.







F-9












**INROB
      TECH LTD.**


**RESTATED
      NOTES TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005, AND 2004**




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 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.




**Impairment
      of Long-Lived Assets**




Under
      Statement of Financial Accounting Standards No. 121, as amended, "Accounting
      for
      the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
      Of"
      ("SFAS 121"), the Company evaluates the recoverability of long-lived assets
      and
      the related estimated remaining lives at each balance sheet date. The Company
      records an impairment or change in useful life whenever events or changes in
      circumstances indicate that the carrying amount may not be recoverable or the
      useful life has changed.




**Loss
      Per Common Share**




Basic
      loss per share is computed by dividing the net loss attributable to the common
      stockholders by the weighted average number of shares of common stock
      outstanding during the period. Fully diluted loss per share is computed similar
      to basic 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.




**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.







F-10









**INROB
      TECH LTD.**


**RESTATED
      NOTES TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005, AND 2004**




**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.




**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 years ended December 31, 2005, and 2004,
      the
      only components of comprehensive income (loss) were the net (loss) for the
      periods, and the foreign currency translation adjustments.




**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).







F-11












**INROB
      TECH LTD.**


**RESTATED
      NOTES TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005, AND 2004**




**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, 2005, the Company did not have any financial
      instruments requiring the estimate of fair value.




**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, 2005, and revenues and expenses for the years
      ended December 31, 2005, and 2004. Actual results could differ from those
      estimates made by management.




**Fiscal
      Year End**




On
      November 1, 2005, the Company's Board of Directors elected to change its fiscal
      year end from June 30th, to December 31st.




(2)
      Going
      Concern and Correction of Errors.




During
      the year ended December 31, 2005, and subsequent thereto, Inrob Tech continued
      its operations, and through the latter part of July 2005, its common stock
      registration activities. Subsequent to July 21, 2005, the effective date of
      the
      reverse merger between Inrob Tech and Inrob Israel, Inrob Israel withdrew its
      Registration Statement on Form F-1 with the SEC, and the Company pursued its
      operations, bank overdraft and debt reduction activities with the proceeds
      provided from convertible debentures.




While
      management of the Company believes that the Company will be successful in
      sustaining its operating activities and thereby increasing its working capital
      from the completion of a reverse merger and third-party loans, there can be
      no
      assurance that the Company will be able to raise 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 that will generate sufficient revenues
      to sustain the operations of the Company.




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, had negative working capital as of December 31,
      2005,
      and the cash resources of the Company are insufficient to meet its planned
      business objectives. 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.




Subsequent
      to December 31, 2005, management of the Company determined that the promissory
      note for $475,000 issued to the Company by Mr. Ben-Tsur Joseph for the purchase
      of 2,057,415 shares of common stock under a Share Transfer and Loan Agreement
      was a stock subscription arrangement. As such, the amount of the promissory
      note
      has been classified in the accompanying balance sheet as a deduction from common
      stock equity. In addition, the Statements of Stockholders' (Deficit) for the
      periods ended December 31, 2005, and 2004, have been restated to reflect the
      correct number of weighted average number of common shares outstanding for
      the
      periods from the completion of a reverse merger in July 2005.








F-12












**INROB
      TECH LTD.**


**RESTATED
      NOTES TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005, AND 2004**




(3)
      Inventories




As
      of
      December 31, 2005, inventories consisted of the following:





2005Work
                in progress
            
            $
            441,866Materials
            
            
            35,441Total
            
            $
            477,307




(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,
      2005, the balance owned on the loan plus accrued interest amounted to $483,484.
      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.




(5)
      Loans
      to Related Party Companies




Loans
      to
      related party companies bear interest at a variable rate equivalent to the
      minimum rate allowed by the Israel Income Tax Ordinance (4% percent), are
      unsecured and are due, including principal and interest, on December 31, 2008.
      As of December 31, 2005, the loans consisted of the following:





2005Ben-Tsur
                Joseph Holdings Ltd.
            
            $
            175,459Elina
                Industries Ltd.
            
            
            81,610Totals
            
            $
            257,069




(6)
      Bank
      Indebtedness




Inrob
      Israel has various short-term loans and bank loan arrangements to fund its
      operations. As security for bank indebtedness, it has pledged and assigned
      to
      Israel Discount Bank all of its revenues from purchase orders with certain
      national government customers, as well as a second collateral position on all
      other receivables and assets.








F-13
















**INROB
      TECH LTD.**


**RESTATED
      NOTES TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005, AND 2004**




(7)
      Bank
      Loans and Other Debt




As
      of
      December 31, 2005, bank loans and other debt consisted of the
      following:





2005Short-term
                Bank Loans:Short-term
                loans, 5.75%-8.75% interest, mature by December 8, 2006,
                secured
            
            $
            242,538Bank
                Loan #1:Monthly
                payments including interest at 6.30% per annum, matures October 10,
                2006,
                secured
            
            
            34,242Bank
                Loan #2:Monthly
                payments including interest at 6.75% per annum, matures February
                27, 2008,
                secured
            
            
            51,406Bank
                Loan #3:Monthly
                payments including interest at 6.17% per annum, matures February
                10, 2008,
                secured
            
            
            12,303Bank
                Loan #4:Monthly
                payments including interest at 6.21% per annum, matures June 2, 2007,
                secured
            
            
            35,433Totals
            
            
            375,922Less
                - Current portion
            
            
            (323,776
            )Total
                Bank Loans and Other Debt
            
            $
            52,146




Principal
      repayments of bank loans and other debt are as follows:





2006
            
            $
            323,7762007
            
            
            46,1692008
            
            
            5,977Totals
            
            $
            375,922




(8)
      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.







F-14









**INROB
      TECH LTD.**


**RESTATED
      NOTES TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005, AND 2004**




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-part entity that was
      the
      recipient of the Second Debenture. The Third Debenture carries an interest
      rate
      of ten (10) percent per annum, was due on November 30, 2005, and is convertible
      into 2,000,000 publicly traded shares of the Company's common stock. The due
      date of the Third Debenture was extended to April 30, 2006, by mutual agreement
      between the parties. As of December 31, 2005, accrued interest on the Third
      Debenture, amounting to $1,701, was reflected as a component of accrued
      liabilities in the accompanying balance sheet.




(9)
      Capital Stock




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-15











**INROB
      TECH LTD.**


**RESTATED
      NOTES TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005, AND 2004**




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, Mr. 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.




(10)
      Recent Accounting Pronouncements




In
      March
      2005, the FASB issued FASB Staff Position (`FSP") No. 46R-5, "Implicit Variable
      Interests under FASB Interpretation No. ("FIN") 46 (revised December 2003),
      Consolidation of Variable Interest Entities" ("FSP FIN 46R-5"). FSP FIN 46R-5
      provides guidance for a reporting enterprise on whether it holds an implicit
      variable interest in Variable Interest Entities ("VIEs") or potential VIEs
      when
      specific conditions exist. This FSP is effective in the first period beginning
      after March 3, 2005, in accordance with the transition provisions of FIN 46
      (revised 2003), "Consolidation of Variable Interest Entities - an Interpretation
      of Accounting Research Bulletin No. 51" ("FIN 46R"). The adoption of this
      standard is not expected to have a material impact on the Company's financial
      position or results of operations.







F-16










**INROB
      TECH LTD.**


**RESTATED
      NOTES TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005, AND 2004**




In
      March
      2005, the FASB issued Interpretation No. 47, "Accounting for Conditional Asset
      Retirement Obligations" ("FIN 47"), which will result in: (a) more consistent
      recognition of liabilities relating to asset retirement obligations; (b) more
      information about expected future cash outflows associated with those
      obligations; and (c) more information about investments in long-lived assets
      because additional asset retirement costs will be recognized as part of the
      carrying amounts of the assets. FIN 47 clarifies that the term "conditional
      asset retirement obligation" as used in SFAS No. 143, "Accounting for Asset
      Retirement Obligations," refers to a legal obligation to perform an asset
      retirement activity in which the timing and/or method of settlement are
      conditional on the future event that may or may not be within the control of
      the
      entity. The obligation to perform the asset retirement activity is unconditional
      even though uncertainty exists about the timing and/or method of settlement.
      Uncertainty about the timing and/or method of settlement of a conditional asset
      retirement obligation should be factored into the measurement of the liability
      when sufficient information exists. FIN 47 also clarifies when an entity would
      have sufficient information to reasonably estimate the fair value of asset
      retirement obligation. FIN 47 is effective no later than the end of fiscal
      years
      ending after December 15, 2005. Retrospective application of interim financial
      information is permitted but is not required. Early adoption of the
      interpretation is encouraged. The Company does not believe that the adoption
      of
      FIN 47 will have a material effect on its financial position or results of
      operations.




In
      May
      2005, the FASB issued Statement of Financial Accounting Standards No. 154,
      "Accounting Changes and Error Corrections, a replacement of APB Opinion No.
      20,
      Accounting Changes, and Statement No. 3, Reporting Accounting Changes in Interim
      Financial Statements" ("SFAS No. 154"). SFAS No. 154 changes the requirements
      for the accounting for, and reporting of, a change in accounting principle.
      Previously, most voluntary changes in accounting principles were required to
      be
      recognized by way of a cumulative effect adjustment within net income during
      the
      period of the change. SFAS No. 154 generally requires retrospective application
      to prior period financial statements of voluntary changes in accounting
      principles. SFAS No. 154 is effective for accounting changes made in fiscal
      years beginning after December 15, 2005; however, SFAS No. 154 does not change
      the transition provisions of any existing accounting pronouncements. The Company
      does not believe that the adoption of SFAS No. 154 will have a material effect
      on its financial position or results of operations.




(11)
      Related Party Transactions




The
      Company recovered administrative costs amounting to $10,200 and $26,113,
      respectively, during the periods ended December 31, 2005, and 2004 from related
      party entities.




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 year ended December 31, 2005,
      the Company accrued $120,000 under the management agreement. The Director and
      officer has agreed that he will not demand that the Company pay to him any
      accrued amounts related to the management agreement until the end of calendar
      year 2006. The management agreement does not have a specific completion date,
      but may be terminated by either party on written notice of three
      months.







F-17













**INROB
      TECH LTD.**


**RESTATED
      NOTES TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005, AND 2004**




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.




During
      the year ended December 31, 2005, Mr. Ben-Tsur Joseph, President and Director
      of
      the Company, loaned $82,421 to the Company for working capital purposes. The
      loan is unsecured, non-interest bearing, and has no terms for
      repayment.




(12)
      Research and Development




Costs
      incurred under the contractual arrangements are deferred and recognized as
      cost
      of good sold upon completion of the contract. For the years ended December
      31,
      2005, and 2004, research and development costs in the amount of $78,508, and
      $76,431, respectively, were included in cost of goods sold in the accompanying
      financial statements.




(13)
      Income Taxes




The
      provision (benefit) for income tax for the periods ended December 31, 2005,
      and
      2004, were as follows (assuming a 34% effective tax rate):





2005
            
            2004Current
                Tax Provision:Federal-Taxable
                income
            
            $
            14,057
            
            $
            12,619Total
                current tax provision
            
            $
            14,057
            
            $
            12,619Deferred
                Tax Provision:Federal-Loss
                carryforwards
            
            
            (32,400
            )
            
            118,600Change
                in valuation allowance
            
            
            32,400
            
            
            (118,600
            )Total
                deferred tax provision
            
            $
            —
            
            $
            —








F-18













**INROB
      TECH LTD.**


**RESTATED
      NOTES TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005, AND 2004**




The
      Company had deferred income tax assets as of December 31, 2005, and 2004, as
      follows:





2005
            
            2004Loss
                carryforwards
            
            $
            165,400
            
            $
            197,800Less
                - Valuation allowance
            
            
            (165,400
            )
            
            (197,800
            )Total
                net deferred tax assets
            
            $
            —
            
            $
            —




The
      Company provided a valuation allowance equal to the deferred income tax assets
      for the periods ended December 31, 2005, and 2004, because it is not presently
      known whether future taxable income will be sufficient to utilize the loss
      carryforwards.




As
      of
      December 31, 2005, the Company had approximately $486,500 in tax loss
      carryforwards that can be utilized in future periods to reduce taxable
      income.




(14)
      Commitments and Contingencies




As
      of
      December 31, 2005, the Company had letters of guarantee totaling $42,465, in
      favor of two customers, guaranteeing the completion of certain projects. The
      letters of guarantee are secured by a general security guarantee with two
      banks.




The
      Company is committed to vehicle lease obligations, under operating lease
      agreements, with various expiration dates through 2006. Future minimum annual
      lease payments (exclusive of taxes, insurance and maintenance costs) under
      the
      leases are approximately $1,000 for the year.




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 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.




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, and the Company intends to execute new
      sublease agreements with its tenants in 2006.




(15)
      Significant Customers




For
      the
      years ended December 31, 2005, and 2004, the Company had certain customers
      that
      accounted for more that ten (10) percent of total revenues, as follows:





2005
            
            2004Customer
                A
            
            $
            610,579
            
            $
            630,237Customer
                B
            
            
            —
            
            
            168,613Customer
                C
            
            
            168,681
            
            
            149,661







F-19







**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:
                  December 21, 2006
              Inrob
                  Tech Ltd._______/s/______________Ben-Tsur
                  Joseph, President and ChiefAccounting
                  OfficerDate:
                  December 31, 2006
              Inrob
                  Tech Ltd._______/s/______________Ben-Tsur
                  Joseph, Sole Director