**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, 2007
 
 *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)
 
 **Securities
        Registered Under Section 12(b) of the Exchange Act: None**
 
 **Securities
        Registered Under Section 12(g) of the Exchange Act:**
 
 **Name of each exchange****Title of Each Class**
              **on which registered****Common Stock, par value $.0001**
              **Over-the-Counter Bulletin Board**
 
 Indicate
        by check mark if the Registrant is a well-known seasoned issuer, as defined
        in
        Rule 405 of the Securities Act. Yes  ̈ No x
 
 Indicate
        by check mark if the Registrant is not required to file reports pursuant
        to
        Section 13 or Section 15(d) of the Exchange
        Act.    Yes  ̈ No x
 
 Indicate
        by check mark whether the Registrant (1) has filed all reports required to
        be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
        during the preceding 12 months (or for such shorter period that the Registrant
        was required to file such reports), and (2) has been subject to such filing
        requirements for the past 90 days.    Yes x No  ̈
 
 Indicate
        by check mark if disclosure of delinquent filers pursuant to Item 405 of
        Regulation S-K is not contained herein, and will not be contained, to the
        best
        of Registrant’s knowledge, in definitive proxy or information statements
        incorporated by reference in Part III of this Form 10-K or any amendment
        to this
        Form 10-K.  ̈
 
 Indicate
        by check mark whether the Registrant is a large accelerated filer, an
        accelerated filer, a non-accelerated filer, or a smaller reporting company.
        See
        definition of “accelerated filer,” “large accelerated filer,” “non-accelerated
        filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange
        Act.
 
 Large
        accelerated filer  ̈ Accelerated
        filer  ̈ Non-accelerated
        filer  ̈ Smaller
        reporting company x
 
 Indicate
        by check mark whether the Registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).  Yes  ̈ No x
 
 As
        of
        April 8, 2008, the aggregate market value of the Registrant’s common stock held
        by non-affiliates of the Registrant was: $2,173,958.
 
 The
        number of shares outstanding of the Registrant’s Common Stock, $0.0001 par
        value, was 96,436,182 as of April 8, 2008.
  
  **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. BUSINESS**
 
 **History**
  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.
  **Description
        of Business**
  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.
  1
  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.
 
 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 Ds" — 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, one-third of U.S. ground combat vehicles would be unmanned
        by
        2015. The Senate Armed Services Committee responded by earmarking $246 million
        in the 2001 budget for research in unmanned ground and air systems. The U.S.
        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. Maneuvering
        autonomous and semi-autonomous mobile robots 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.
  2
 
 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;·
              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.
  3
 
 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.
 
 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 especially designated
        equipment that is purchased from the original manufacturers of the equipment
        to
        which we supply maintenance services.
 
 **Manufacturing**
 
 We
        manufacture control and command units which include 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, and 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, and 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.
  4
  On
        December 24, 2007, we entered into an agreement and a manufacturing agreement
        (the "Manufacturing Agreement," together with the Agreement, the "Agreements")
        with CP Communication Services, Inc., a Philippines corporation ("CPCOM"),
        that
        provides for the lease of the use of CPCOM's premises on a full turnkey basis.
        The premises include floor space, utilities, equipment, and machinery intended
        to be used for the manufacture of various components of mobile robots and
        other
        products for both civilian and military use to be marketed and sold by us.
 
 Under
        the
        terms of the agreements, CPCOM is committing to manufacture, and we have
        the
        right to order, products with a total value of up to $28,500,000. In order
        to
        secure this right, we are required to pay to CPCOM an amount of $2,950,000,
        of
        which $980,000 had been paid by December 31, 2007, and the balance by March
        31, 2008.
 The
        agreements provide that CPCOM is required to adapt its existing premises
        in
        accordance with our specifications and to be ready to commence the manufacture
        of products within 48 hours of the receipt of a purchase order from us. The
        agreements grant us preferred status and priority over any other party for
        whom
        CPCOM may provide manufacturing services.
 
 The
        agreement will remain in effect for an unlimited period of time. The agreement
        may be terminated by the Company at any time for any reason upon 10 days
        prior
        notice without refund of amounts paid.
 
 **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 .
  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.
  5
  **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, 2007, we had 17 employees, as follows:
 
 Number of EmployeesManagement
              
              
              3Service
              
              
              5Sound/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.
  6
  **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, 2007, we incurred net losses of approximately
        $2,186,983. 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
        registered independent auditors have issued a going concern opinion, which
        may
        make it more difficult for us to raise capital.*
  Our
        registered independent 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)  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 2004.
  7
  % of total
                
                % of total
                
                % of total
                
                % of totalsales in 2004
                
                sales in 2005
                
                sales in 2006
                
                sales in 200742.71
                %
                
                39.33
                %
                
                38.85
                %
                
                40.28
                %
 
 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.
 
 *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
        Bylaws, 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 shareholders
        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.
  *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.
  8
  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 may be 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.
 
 *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.
  9
  **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 a 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.
  10
 
 **PART
        II**
 
 **Item
        5. Market for Common Equity and Related Stockholder
        Matters**
 
 Our
        common stock has been included for quotation 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, 2005
              
              HIGH
              
              LOWFirst
                  Quarter
              
              
              5.60
              
              
              0.32Second
                  Quarter
              
              
              1.75
              
              
              0.54Third
                  Quarter
              
              
              4.39
              
              
              0.13Fourth
                  Quarter
              
              
              0.42
              
              
              0.15
  Year
                  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
 
 Year Ended December 31, 2007
              
              HIGH
              
              LOWFirst
                  Quarter
              
              
              0.315
              
              
              0.24Second
                  Quarter
              
              
              0.26
              
              
              0.19Third
                  Quarter
              
              
              0.27
              
              
              0.18Fourth
                  Quarter
              
              
              0.19
              
              
              0.109
 
 As
        of
        March 29, 2008, there were approximately 269 holders of record of our common
        stock.
  11
 
 **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:
  ●
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.
 
 **RESULTS
        OF OPERATIONS**
  **Year
        Ended December 31, 2007, Compared to Year Ended December 31,
        2006**
  *Revenues-*
  Revenues
        increased to $1,993,822 in 2007, or 20.3 percent, over revenues of $1,656,798
        for 2006. The increase was comprised of an increase in service revenues due
        to
        an increase in business volume to new and existing clients amounting to
        $438,235, offset by a decrease in product sales of
        $101,211.
  12
  *Cost
        of Goods Sold-*
  Cost
        of
        good sold increased from $1,350,954 in 2006 by $230,189 or 17.0 percent,
        to
        $1,580,783 in 2007. The increase was primarily attributed to increases in
        salaries and wages, employee goodwill, and vehicle operating expenses, offset
        by
        reductions in occupancy/rent costs, insurance, repairs and maintenance, and
        project consulting expenses.
 
 *General
        and Administrative Expenses-*
  General
        and administrative expenses increased by $773,096, or 72.6 percent, to
        $1,838,438 in 2007 when compared to $1,065,342 in 2006. The increase was
        primarily attributed to increases in office and supply expenses, management
        fees, promotion and business expansion expenses, depreciation expense, and
        bank
        fees, offset by decreases in telephone and communications expenses, and
        professional fees.
  *Other
        (Expense)-*
  Other
        expense increased by $695,430, or 1,051.12 percent, to $761,584 during 2007.
        This increase was due to an overall increase in interest expense from certain
        convertible notes plus the amortization of debt issuance expenses, offset
        by the
        elimination of certain bank debt for the period, and an increase in interest
        income to $198,855 in 2007.
  *Comprehensive
        (Loss)-*
  Comprehensive
        income for 2007 amounted to $14,114, a decrease of $22,528, or 61.5 percent,
        when compared to comprehensive income of $36,642 for 2006, 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 61,350,201
        in 2006 to 66,704,947 in 2007. The increase was primarily due to various
        transactions that were completed involving our common stock.
 
 **Year
        Ended December 31, 2006, Compared to Year Ended December 31,
        2005**
  *Revenues-*
  Revenues
        increased to $1,656,798 in 2006, 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 to $48,269 in 2006.
  13
  *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.
 
 **Liquidity
        and Financial Resources**
 
 During
        the year ended December 31, 2007, net cash (used in) operating activities
        amounted to $(2,302,714) when compared to net cash (used in) operating
        activities of $(176,647) for the same period in 2006. The increase in net
        cash
        (used in) operations was due primarily to increases in net (loss), accounts
        receivable, a deposit on a manufacturing contract, and a decrease in deferred
        revenue, offset by decreases in inventory, cost of uncompleted contracts
        in
        excess of billings, and increases in accounts payable and accrued liabilities,
        depreciation, and the amortization of debt issuance costs. Net cash used
        in
        investing activities in 2007 for the purchase of property and equipment amounted
        to $(305,804). In 2007, financing activities provided $2,803,008 in net cash
        primarily due to the issuance of convertible notes in the amount of $3,000,000,
        and bank loans. As of December 31, 2007, current liabilities exceeded current
        assets by $1,935,096, and the accumulated deficit amounted to $(3,501,745).
        Considering our obligation under a manufacturing contract, we will need to
        complete the manufacturing and sale of products and services under the turn-key
        arrangement, and additional capital formation transaction in 2008 in order
        to
        sustain our operations for at least the next 12 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.
  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.
  14
  *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 (the "2007 Financing").
 
 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.
 On
        October 23, 2007, we entered into an amendment to the 2007 Financing documents.
        Under the terms of the amendment, we are no longer required to register the
        shares issuable upon conversion of the Notes and exercise of the warrants
        issued
        in connection with the Agreement. The interest under the Notes was increased
        to
        18% and is deemed to have accrued from the date of issuance of the Notes.
        We
        will be required to make principal and interest payments under the Notes
        in
        common stock only. The exercise price of the warrants was reduced to $0.25
        and
        their expiration date was fixed at the sixth anniversary of the closing date
        of
        the 2007 Financing.
  **Significant
        Customers**
  For
        the
        years ended December 31, 2007, and 2006, we had certain customers that accounted
        for more than 10% of total revenues, as follows:
 
 2007
              
              2006Ministry
                  of Defense
              
              $
              803,089
              
              $
              643,612
  15
 
 **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 registered independent auditor,
        Spector & Wong, LLP, 780 South Lake Avenue, Suite 723, Pasadena, CA 91101,
        (888) 584-5577, that it was being replaced as the registered 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
        registered 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
        registered 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**
  We
        have
        adopted and maintain disclosure controls and procedures (as such term is
        defined
        in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
        as
        amended (the “Exchange Act”)) that are designed to ensure that information
        required to be disclosed in our reports under the Exchange Act, is recorded,
        processed, summarized, and reported within the time periods required under
        the
        SEC’s rules and forms and that the information is gathered and communicated to
        our management, including our Chief Executive Officer (Principal Executive
        Officer) and Chief Financial Officer (Principal Financial Officer), as
        appropriate, to allow for timely decisions regarding required
        disclosure.
 
 As
        required by SEC Rule 15d-15(b), our Chief Executive Officer and Chief Financial
        Officer carried out an evaluation under the supervision and with the
        participation of our management, of the effectiveness of the design and
        operation of our disclosure controls and procedures pursuant to Exchange
        Act
        Rule 15d-14 as of the end of the period covered by this Report. Based on
        the
        foregoing evaluation, they have concluded that our disclosure controls and
        procedures are effective in timely alerting them to material information
        required to be included in our periodic SEC filings and to ensure that
        information required to be disclosed in our periodic SEC filings is accumulated
        and communicated to our management, including our Chief Executive Officer
        and
        Chief Financial Officer, to allow timely decisions regarding required disclosure
        about our internal control over financial reporting discussed
        below.
 
 This
        Annual Report does not include an attestation report of the Company’s registered
        independent auditor regarding internal control over financial reporting.
        Management’s report was not subject to attestation by the Company’s registered
        independent auditor pursuant to temporary rules of the Securities and Exchange
        Commission.
  **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.
  16
  **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.
  17
  **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 of 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 days prior notice.
 
 **Item
        10. Executive Compensation**
  The
        following table sets forth the total compensation we paid for our fiscal
        years
        ended December 31, 2007, and 2006, 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**
  All OtherName and principal position
              
              Year
              
              Salary ($)
              
              Bonus ($)
              
              Stock Awards ($)
              
              Compensation ($)
              
              Total ($)(a)
              
              (b)
              
              (c)
              
              (d)
              
              (e)
              
              (i)
              
              (j)*Ben-Tsur
                  Joseph
              
              
              2007
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-President
                  and Chief Executive Officer
              
              
              2006
              
              
              -0-
              
              
              -0-
              
              
              150,000
              ***
              
              -0-
              
              
              -0-
  *
 
        Mr. Joseph’s services to us are made available through a management
        agreement which may be terminated by either party upon 90 days prior notice.
        During the years ended December 31, 2006, and 2007, under the management
        agreement, we accrued $220,000 and $240,000 in management fees, respectively.
        During 2006 and 2007, 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.
  **
 
        Consists of 1,000 shares of Preferred Stock
 
 **Option
        Grants in Fiscal Year 2007**
  We
        did
        not issue any option grants during fiscal year 2007.
  Our
        Employee Stock Option Plan was previously extended to 2010. Currently no
        options
        have been issued under the Employee Stock Option Plan.
  18
  **Section
        16(a) Beneficial Ownership Reporting Compliance**
  Under
        Section 16(a) of the Exchange Act, our Directors and certain of our officers,
        and persons holding more than 10 percent of our common stock are required
        to
        file forms reporting their beneficial ownership of our common stock and
        subsequent changes in that ownership with the Securities and Exchange
        Commission. Such persons are also required to furnish us with copies of all
        forms so filed.
  Based
        solely upon a review of copies of such forms filed on Forms 3, 4, and 5,
        and
        amendments thereto furnished to us, we believe that during the year ended
        December 31, 2007, our executive officers, Directors, and greater than 10
        percent beneficial owners complied on a timely basis with all Section 16(a)
        filing requirements.
  19
  **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
                2
                  Haprat St.
                Yavne
                Israel
              
              
              428,500,004
              (1)
              
              91.6
              %
 
 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.**
  As
          of
          December 31, 2007, Mr. Ben-Tsur Joseph, President and Director of the Company,
          had loaned a total of $2,849 to the Company for working capital purposes.
          The
          loan is unsecured, non-interest bearing, and has no terms for
          repayment.
 
 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 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,
        2006,
        and 2007, the Company accrued $220,000 and $240,000, 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.
  20
 
 **Item
        13. Exhibits**
 
 **Exhibit**
              
              **Description**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)10.13
              
              Security
                  Agreement, dated March 26, 2007 (4)10.14
              
              Amendment
                  to Subscription Agreement, dated October 23, 2007 (5)10.15
              
              Agreement,
                  dated December 24, 2007, by and between Inrob Philippines Ltd,
                  and CP
                  Communication Services, Inc. (6)10.16
              
              Manufacturing
                  Agreement, dated December 24, 2007, by and between Inrob Philippines
                  Ltd,
                  and CP Communication Services, Inc. (6)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*
                  Filed herewith(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.(5)
              Incorporated
                  by reference to Registrant’s Current Report on Form 8-K filed on October
                  29, 2007.(6)
              Incorporated
                  by reference to Registrant’s Current Report on Form 8-K filed on December
                  28, 2007.
  21
  **ITEM
        14. PRINCIPAL REGISTERED INDEPENDENT AUDITOR 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, 2007, 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 registered independent auditors to provide
        assurance and related services during the last two fiscal periods.
  3)
        Tax
        Fees
  The
        Company did not engage its principal registered independent auditors 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 registered independent auditors to render
        services to the Company during the last two fiscal years, other than reported
        above.
  22
 
 **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 14, 2007
                Inrob Tech Ltd./s/
                Ben-Tsur
                  JosephBen-Tsur Joseph, President and ChiefExecutive and Accounting OfficerDate: April 14, 2007
                Inrob Tech Ltd./s/
                Ben-Tsur
                  JosephBen-Tsur Joseph, Sole Director
  23


**INROB
      TECH LTD. AND SUBSIDIARY**


**INDEX
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007, AND 2006**





Report
                of Registered Independent Auditors
            F-2Consolidated
                Financial Statements-Consolidated
                Balance Sheet as of December 31, 2007
            F-3Consolidated
                Statements of Operations and Comprehensive Income (Loss)for
                the Years Ended December 31, 2007 and 2006
            F-4Consolidated
                Statements of Stockholders’ (Deficit) for the YearsEnded
                December 31, 2007 and 2006
            F-5Consolidated
                Statements of Cash Flows for the Years EndedDecember
                31, 2007, and 2006
            F-6Notes
                to Consolidated Financial Statements for the YearsEnded
                December 31, 2007, and 2006
            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 consolidated balance sheet of Inrob Tech Ltd. (a Nevada
      corporation) and subsidiary as of December 31, 2007, and the related
      consolidated statements of operations and comprehensive (loss), stockholders’
(deficit), and cash flows for each of the two years in the period ended December
      31, 2007. 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 consolidated financial position of Inrob Tech Ltd. and
      subsidiary as of December 31, 2007, and the results of its operations and its
      cash flows for each of the two years in the period ended December 31, 2007,
      in
      conformity with accounting principles generally accepted in the United States
      of
      America.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 2 to the
      consolidated 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
      12,
      2008.




F-2





**INROB
      TECH LTD. AND SUBSIDIARY**


**CONSOLIDATED
      BALANCE SHEET**


**AS
      OF DECEMBER 31, 2007**





**2007****ASSETS****Current
                Assets:**Cash
                and cash equivalents
            
            $
            2,486,975Accounts
                Receivable-Trade
            
            
            303,133Income
                and other taxes
            
            
            57,517Less
                - Allowance for doubtful accounts
            
            
            -Inventories
            
            
            507,744Cost
                of uncompleted contracts in excess of billings
            
            
            56,407Prepaid
                expenses
            
            
            19,574Total
                current assets
            
            
            3,431,350**Property
                and Equipment:**Office
                and computer equipment
            
            
            99,885Furniture
                and fixtures
            
            
            65,335Vehicles
            
            
            587,522Leasehold
                improvements
            
            
            43,760796,502Less
                - Accumulated depreciation and amortization
            
            
            (352,700
            )Net
                property and equipment
            
            
            443,802**Other
                Assets:**Deposits
                and other
            
            
            586Debt
                issuance costs, net
            
            
            368,572Loans
                to related party companies
            
            
            274,061Interest
                receivable on loan to Ben-Tsur Joseph
            
            
            46,537Manufacturing
                contract deposit
            
            
            982,000Total
                other assets
            
            
            1,671,756**Total
                Assets**
            
            $
            5,546,908**LIABILITIES
                AND STOCKHOLDERS' (DEFICIT)****Current
                Liabilities:**Bank
                overdrafts
            
            $
            191,870Bank
                loans and other debt, current portion
            
            
            46,931Current
                portion of convertible notes
            
            
            3,715,389Accounts
                payable - Trade
            
            
            228,272Due
                to related party - Director and stockholder
            
            
            2,849Due
                to related party - Affiliate company
            
            
            2,880Billings
                on uncompleted contracts in excess of costs
            
            
            195,341Due
                to related party - Investor group
            
            
            178,438Accrued
                liabilities
            
            
            252,260Income
                tax payable
            
            
            19,643Deferred
                revenue
            
            
            532,573Total
                current liabilities
            
            
            5,366,446**Long-term
                Debt, less current portion:**Bank
                loans and other debt
            
            
            183,792Convertible
                notes
            
            
            750,000Total
                long-term debt
            
            
            933,792Total
                liabilities
            
            
            6,300,238**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
            
            
            150,000Common
                stock, par value $.0001 per share; 380,000,000 sharesauthorized;
                79,134,307 shares issued and outstanding
            
            
            7,913Additional
                paid-in capital
            
            
            3,010,977Less
                - Loan receivable - Director and stockholder
            
            
            (475,000
            )Accumulated
                other comprehensive income
            
            
            54,525Accumulated
                (deficit)
            
            
            (3,501,745
            )Total
                stockholders' (deficit)
            
            
            (753,330
            )**Total
                Liabilities and Stockholders' (Deficit)**
            
            $
            5,546,908





The
      accompanying notes to financial statements


are
      an
      integral part of this balance sheet.




F-3





**INROB
      TECH LTD. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS AND**


**COMPREHENSIVE
      (LOSS)**


**FOR
      THE YEARS ENDED DECEMBER 31, 2007, AND 2006**




**2007**
            
            **2006****Revenues:**Services
            
            $
            1,700,246
            
            $
            1,262,011Product
                sales
            
            
            293,576
            
            
            394,787Total
                revenues
            
            
            1,993,822
            
            
            1,656,798**Cost
                of Goods Sold:**Services
            
            
            1,482,924
            
            
            1,185,000Product
                sales
            
            
            97,859
            
            
            165,594Total
                cost of goods sold
            
            
            1,580,783
            
            
            1,350,594**Gross
                Profit**
            
            
            413,039
            
            
            306,204**Expenses:**General
                and administrative
            
            
            1,838,438
            
            
            1,065,342Total
                general and administrative expenses
            
            
            1,838,438
            
            
            1,065,342**Income
                (Loss) from Operations**
            
            
            (1,425,399
            )
            
            (759,138
            )**Other
                Income (Expense):**Interest
                and other income
            
            
            198,855
            
            
            48,269Interest
                (expense)
            
            
            (960,439
            )
            
            (114,423
            )Total
                other income (expense)
            
            
            (761,584
            )
            
            (66,154
            )**Income
                (Loss) before Income Taxes**
            
            
            (2,186,983
            )
            
            (825,292
            )**(Provision)
                for income taxes**
            
            
            -
            
            
            (2,940
            )**Net
                Income (Loss)**
            
            
            (2,186,983
            )
            
            (828,232
            )**Comprehensive
                Income:**Israeli
                currency translation
            
            
            14,114
            
            
            36,642**Total
                Comprehensive (Loss)**
            
            $
            (2,172,869
            )
            $
            (791,590
            )**(Loss)
                Per Common Share:**(Loss)
                per common share - Basic and Diluted
            
            $
            (0.03
            )
            $
            (0.01
            )**Weighted
                Average Number of Common Shares****Outstanding
                During the Periods- Basic and Diluted**
            
            
            66,704,947
            
            
            61,350,201





The
      accompanying notes to financial statements are


an
      integral part of these statements.




F-4


**INROB
      TECH LTD. AND SUBSIDIARY**


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


**FOR
      THE PERIODS ENDED DECEMBER 31, 2007, AND 2006**





**Less - Loan**
            
            **Accumulated****Additional**
            
            
            
            **Additional**
            
            **Receivable -**
            
            **Other****Preferred Stock**
            
            **Paid-in**
            
            **Common Stock**
            
            **Paid-in**
            
            **Director and**
            
            **Comprehensive**
            
            **Accumulated****Description**
            
            **Shares**
            
            **Amount**
            
            **Capital**
            
            **Shares**
            
            **Amount**
            
            **Capital**
            
            **Stockholder**
            
            **Income (Loss)**
            
            **(Deficit)**
            
            **Totals****Balance
                - December 31, 2005**
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            61,350,180
            
            $
            6,135
            
            $
            907,783
            
            $
            (475,000
            )
            $
            3,769
            
            $
            (486,530
            )
            $
            (43,843
            )Correction
                of common stock for fractional shares
            
            
            -
            
            
            -
            
            
            -
            
            
            21
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Issuance
                of Series A preferred stock 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
            )Issuance
                of common stock for payments on convertible notes and accrued
                interest
            
            
            -
            
            
            -
            
            
            -
            
            
            17,784,106
            
            
            1,778
            
            
            2,103,194
            
            
            -
            
            
            -
            
            
            -
            
            
            2,104,972Israeli
                currency translation
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            14,114
            
            
            -
            
            
            14,114Net
                (loss) for the period
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (2,186,983
            )
            
            (2,186,983
            )**Balance
                - December 31, 2007**
            
            $
            1,000
            
            $
            -
            
            $
            150,000
            
            $
            79,134,307
            
            $
            7,913
            
            $
            3,010,977
            
            $
            (475,000
            )
            $
            54,525
            
            $
            (3,501,745
            )
            $
            (753,330
            )





The
      accompanying notes to financial statements are


an
      integral part of these statements.





F-5




**INROB
      TECH LTD. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS (NOTE 2)**


**FOR
      THE YEARS ENDED DECEMBER 31, 2007, AND 2006**





2007
            
            2006**Operating
                Activities:**Net
                (loss)
            
            $
            (2,186,983
            )
            $
            (828,232
            )Adjustments
                to reconcile net income to net cash provided by (used in) operating
                activities:Depreciation
                and amortization
            
            
            106,427
            
            
            78,567Amortization
                of debt issuance costs
            
            
            305,910
            
            
            21,281Series
                A preferred stock issued for officer's compensation
            
            
            -
            
            
            150,000Reserve
                for (recovery of ) loss on contract
            
            
            (39,141
            )
            
            (10,956
            )Loss
                on sale of vehicles
            
            
            1,232
            
            
            -Changes
                in net assets and liabilities-Accounts
                receivable
            
            
            (103,769
            )
            
            64,651Inventories
            
            
            204,028
            
            
            (234,465
            )Cost
                of uncompleted contracts in excess of billings
            
            
            104,964
            
            
            28,612Prepaid
                expenses and deposits
            
            
            (8,775
            )
            
            5,702Manufacturing
                contract deposit
            
            
            (982,000
            )
            
            -Accounts
                payable - Trade and accrued liabilities
            
            
            417,547
            
            
            124,128Billings
                on uncompleted contracts in excess of related costs
            
            
            60,907
            
            
            133,431Deferred
                revenue
            
            
            (202,704
            )
            
            310,781Income
                taxes payable and other
            
            
            19,643
            
            
            (20,147
            )**Net
                Cash (Used in) Operating Activities**
            
            
            (2,302,714
            )
            
            (176,647
            )**Investing
                Activities:**Proceeds
                from sale of vehicles
            
            
            20,487
            
            
            -Purchases
                of and adjustments to property and equipment
            
            
            (326,291
            )
            
            (89,114
            )**Net
                Cash (Used in) Investing Activities**
            
            
            (305,804
            )
            
            (89,114
            )**Financing
                Activities:**Proceeds
                from long-term debt
            
            
            247,987
            
            
            -Payments
                on long-term debt
            
            
            (68,961
            )
            
            (324,225
            )Proceeds
                from bank overdrafts
            
            
            96,960
            
            
            54,549Payment
                on convertible debenture and related interest
            
            
            -
            
            
            (46,750
            )Proceeds
                from issuance of convertible notes
            
            
            3,000,000
            
            
            3,000,000Debt
                issuance costs - Convertible notes
            
            
            (355,263
            )
            
            (340,500
            )Loan
                receivable - Director and stockholder
            
            
            27,447
            
            
            -Interest
                on loan receivable - Director and stockholder
            
            
            (46,537
            )
            
            (18,962
            )Proceeds
                from loan from related party - Investor group
            
            
            17,236
            
            
            161,202Due
                from related party - Director and stockholder
            
            
            -
            
            
            (490
            )Due
                to related parties
            
            
            (76,202
            )
            
            -Received
                from (loans to) related party companies
            
            
            (39,659
            )
            
            22,666**Net
                Cash Provided by Financing Activities**
            
            
            2,803,008
            
            
            2,507,490**Effect
                of Exchange Rate Changes on Cash and Cash
                Equivalents**
            
            
            14,114
            
            
            36,642**Net
                Increase in Cash and Cash Equivalents**
            
            
            208,604
            
            
            2,278,371**Cash
                and Cash Equivalents - Beginning of Period**
            
            
            2,278,371
            
            
            -**Cash
                and Cash Equivalents - End of Period**
            
            $
            2,486,975
            
            $
            2,278,371





The
      accompanying notes to financial statements are


an
      integral part of these statements.




F-6





**INROB
      TECH LTD. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS (NOTE 2)**


**FOR
      THE YEARS ENDED DECEMBER 31, 2007, AND 2006**


**Supplemental
        Disclosures of Cash Flow Information:**




**2007**
            
            **2006**Cash
                paid during the periods for:Interest
            
            $
            43,336
            
            $
            64,213Income
                taxes
            
            $
            -
            
            $
            20,147





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





During
      the year ended December 31, 2007, the Company issued 17,784,106 shares of its
      common stock as payment of $1,534,611 of principal and $570,361 of accrued
      interest on certain convertible notes.





The
      accompanying notes to financial statements are


an
      integral part of these statements.




F-7




**INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**




**(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 robots (“UVR”). 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.




F-8


**INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**




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, 2007, and the operations for the two years in the period
      ended December 31, 2007, 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.





The
      consolidated financial statements as of December 31, 2007, include the accounts
      of Inrob Tech Ltd., Inrob Israel through a reverse merger transaction, and
      a
      wholly owned subsidiary, Inrob Philippines, Incorporated. Intercompany
      transactions and balances have been eliminated in consolidation.





*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.





*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, 2007,
      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
      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.




F-9


**INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**




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, 2007, and 2006, no events or circumstances occurred
      for which an evaluation of the recoverability of long-lived assets was
      required.





F-10


**INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**




*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. 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.





*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
      No. 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, 2007, the Company
      recorded $695,763 of debt issuance costs related to convertible notes, and
      amortized $327,191 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, 2007, and 2006, advertising and promotion costs amounted
      to
      $34,476 and $92,867, respectively.





F-11


**INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**




*Comprehensive
      Income (Loss)*





The
      Company presents comprehensive income (loss) in accordance with Statement of
      Financial Accounting Standards No. 130, “ *Reporting
      Comprehensive Income”* (“SFAS
      No. 130”). SFAS No. 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, 2007,
      and 2006, the only components of comprehensive (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
      No. 109”). Under SFAS No. 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
      No. 52”). The Company’s functional currency is the Israeli New Shekel. Under
      SFAS No. 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, 2007, the Company’s financial instruments
      approximated fair value to do the nature and maturity of such
      instruments.




F-12


**INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**
  *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, 2007, and revenues and expenses for the periods
      ended December 31, 2007, and 2006. Actual results could differ from those
      estimates made by management.





**(2)**
            **Going
                Concern**





During
      the years ended December 31, 2007, and 2006, 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 investors
      (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. As described
      in
      Note 8, on October 23, 2007, the terms of the second issuance of Convertible
      Notes were amended by agreement between the accredited investors of the second
      issuance of Convertible Notes and the Company.





On
      December 24, 2007, the Company through its wholly owned subsidiary, Inrob
      Philippines, Incorporated, entered into a Manufacturing Agreement with CP
      Communications Services, Inc., (“CPCOM”) a Philippines corporation located in
      Makati City, Philippines. The Agreement provides for the lease of the use of
      CPCOM’s premises on a full turnkey basis. Under the terms of the Agreement,
      CPCOM is committing to manufacture, and the Company has the right to order,
      products with a total value of up to $28,500,000. In order to secure this right,
      the Company is required to pay to CPCOM an amount of $2,950,000, of which
      $1,000,000 was due by December 31, 2007, with the balance due and payable by
      March 31, 2008. As of December 31, 2007, the Company had paid $980,000 to CPCOM,
      which was considered as satisfaction of the initial $1,000,000
      obligation.




F-13


**INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**




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,
      2007. 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, 2007, inventories consisted of the following:




2007Work
                in progress
            
            $
            461,733Materials
            
            
            46,011Total
            
            $
            507,744








**(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,
      2007, the balance owed on the loan plus accrued interest amounted to $521,537.
      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-14


**INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**




**(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 $46,537 as of December 31, 2007. The
      following summarizes the amounts receivable as of December 31,
      2007:




2007Ben-Tsur
                Joseph Holdings Ltd.
            
            $
            274,061Totals
            
            $
            274,061




**(6)**
            **Bank
                Indebtedness**





The
      Company has certain loans and bank arrangements to fund its operations in Israel
      which are described as follows:





2007Bank
                Loan #1:Monthly
                payments including interest at 6% per annum, matures February 27,
                2008,
                secured.
            
            $
            2,986Bank
                Loan #2:Monthly
                payments including interest at 5% per annum, matures November 5,
                2012,
                secured.
            
            
            126,025Automobile
                Loans:Monthly
                payments including interest at 4.5% per annum, matures June 29, 2012,
                secured.
            
            
            101,712Totals
            
            
            230,723Less
                - Current portion
            
            
            (46,931
            )Total
                Bank Loans
            
            $
            183,792




F-15


**INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**
  Principal
        repayments of bank debt are as follows:





2008
            
            $
            46,9312009
            
            
            46,0852010
            
            
            48,3282011
            
            
            50,6822012
            
            
            38,697Totals
            
            $
            230,723




**(7)**
            **Convertible
                Debenture**





On
      September 30, 2005, the Company issued a convertible debenture (the “Debenture”)
      in the amount of $42,500 to a third-party entity. The 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 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 Debenture to common stock of the Company.
      In
      November 2006, the Debenture, together with accrued interest, for a total amount
      of $46,750, was paid off.





**(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.




F-16


**INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**




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 share. 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.





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.





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 above. In additional, under the terms of the
      transactional documents, all rights and benefits to be granted to the investors
      (including the security interest) were identical to and 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.




F-17


**INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**
  The
        Company filed a Registration Statement on Form SB-2 with the SEC on May 7,
        2007,
        to register 18,405,000 shares of common stock related to the second issuance
        of
        Convertible Notes. Under the terms of the Subscription Agreement pertaining
        to
        the second issuance of Convertible Notes, the Company had 160 days from the
        date
        of filing a Registration Statement on Form SB-2 with the SEC to obtain an
        approval from the SEC on such Registration Statement. However, after filing
        two
        amendments to this Registration Statement with the SEC, on October 18, 2007,
        the
        Company withdrew the Registration Statement. Subsequently, on October 23,
        2007,
        the Company entered into an amendment agreement (the “Amendment Agreement”) with
        the accredited investors to the second issuance of Convertible Notes of March
        27, 2007. Under the terms of the Amendment Agreement, the Company was no
        longer
        required to register the shares issuable upon conversion of the Convertible
        Notes and exercise of the warrants issued in connection with the March 27,
        2007
        agreement. The interest rate under the second issuance of Convertible Notes
        was
        increased to 18 percent and was deemed to have accrued from the date of issuance
        (March 27, 2007) of the Convertible Notes. The Company is also required to
        make
        principal and interest payments under the Convertible Notes in common stock
        only
        at 75 percent of the average of the closing bid price of the common stock
        for
        the five trading days preceding the date an interest or principal payment,
        as
        the case may be, is due. In addition, the exercise price of the warrants
        was
        reduced to $0.25 and their expiration date was fixed at the sixth anniversary
        of
        the closing date of the March 2007 second issuance of Convertible
        Notes.





For
      the
      year ended December 31, 2007, the Company issued 17,784,106 shares of its common
      stock as payment of $1,534,611 of principal and $570,361 of accrued interest
      related to Convertible Notes.





**(9)**
            **Capital
                Stock Transactions**





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.





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.




F-18


**INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**




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.





In
      connection with the second issuance of Convertible Notes completed in March
      2007, 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. 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 were exercisable for a
      period of five years following the effective date of a registration statement
      filed with the SEC. As described in Note 8, effective October 23, 2007, the
      exercise price of the warrants pertaining to the second issuance of Convertible
      Notes was reduced to $0.25 and their expiration date was fixed at the sixth
      anniversary of the closing date of the March 2007 second issuance of Convertible
      Notes.





**(10)**
              **Recent
                  Accounting
                  Pronouncements**





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* ”
(“SFAS
      No. 159”), 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 does not believe that this new pronouncement will have a material impact
      on its financial statements.




F-19


**INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**
  In
        December 2007, the FASB issued SFAS No. 141R, “ *Business
        Combinations*–*Revised 2007* ”
(“SFAS
        No. 141R”), which replaces FASB Statement No. 141, “ *Business
        Combinations* .”
SFAS
        No. 141R ** establishes
        principles and requirements intending to improve the relevance, representational
        faithfulness, and comparability of information that a reporting entity provides
        in its financial reports about a business combination and its effects. This
        is
        accomplished through requiring the acquirer to recognize assets acquired
        and
        liabilities assumed arising from contractual contingencies as of the acquisition
        date, measured at their acquisition-date fair values. This includes contractual
        contingencies only if it is more likely than not that they meet the definition
        of an asset of a liability in FASB Concepts Statement No. 6, “ *Elements
        of Financial Statements* – *a
        replacement of FASB Concepts Statement No. 3.* ” ** This
        statement also requires the acquirer to recognize goodwill as of the acquisition
        date, measured as a residual. However, this statement improves the way in
        which
        an acquirer’s obligations to make payments conditioned on the outcome of future
        events are recognized and measured, which in turn improves the measure of
        goodwill. This statement also defines a bargain purchase as a business
        combination in which the total acquisition-date fair value of the consideration
        transferred plus any noncontrolling interest in the acquiree, and it requires
        the acquirer to recognize that excess in earnings as a gain attributable
        to the
        acquirer. This, therefore, improves the representational faithfulness and
        completeness of the information provided about both the acquirer’s earnings
        during the period in which it makes a bargain purchase and the measures of
        the
        assets acquired in the bargain purchase. The Company does not expect the
        adoption of this pronouncement to have a material impact on its financial
        statements.




In
      December 2007, the FASB issued SFAS No. 160, “ *Noncontrolling
      Interests in Consolidated Financial Statements*–*An Amendment of ARB
      No. 51* ”
(“SFAS
      No. 160”), ** which
      establishes accounting and reporting standards for the noncontrolling interest
      in a subsidiary and for the deconsolidation of a subsidiary. Specifically,
      this
      statement requires the recognition of a noncontrolling interest (minority
      interest) as equity in the consolidated financial statements and separate from
      the parent’s equity. The amount of net income attributable to the noncontrolling
      interest will be included in consolidated net income on the face of the income
      statement. SFAS No. 160 clarifies that changes in a parent’s ownership interest
      in a subsidiary that do not result in deconsolidation are equity transactions
      if
      the parent retains its controlling financial interest. In addition, this
      statement requires that a parent recognize a gain or loss in net income when
      a
      subsidiary is deconsolidated. Such gain or loss will be measured using the
      fair
      value of the noncontrolling equity investment on the deconsolidation date.
      SFAS
      No. 160 also includes expanded disclosure requirements regarding the interests
      of the parent and its noncontrolling interest.





SFAS
      No.
      160 is effective for fiscal years, and interim periods within those fiscal
      years, beginning on or after December 15, 2008. Earlier adoption is prohibited.
      The management of the Company does not expect the adoption of this pronouncement
      to have a material impact on its financial statements.




F-20


**INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**




In
      March
      2008, the FASB issued SFAS No. 161, *“Disclosures
      about Derivative Instruments and Hedging Activities*–*An Amendment of
      FASB Statement 133”* (“SFAS
      No. 161”). SFAS No. 161 enhances required disclosures regarding derivatives and
      hedging activities, including enhanced disclosures regarding how: (a) an entity
      uses derivative instruments; (b) derivative instruments and related hedged
      items
      are accounted for under FASB No. 133, *“Accounting
      for Derivative Instruments and Hedging Activities”* ;
      and (c)
      derivative instruments and related hedged items affect an entity’s financial
      position, financial performance, and cash flows. Specifically, FASB No. 161
      requires:





●
            Disclosure
                of the objectives for using derivative instruments be disclosed in
                terms
                of underlying risk and accounting
                designation;


●
            Disclosure
                of the fair values of derivative instruments and their gains and
                losses in
                a tabular format; ●
            Disclosure
                of information about credit-risk-related contingent features;
                and


●
            Cross-reference
                from the derivative footnote to other footnotes in which
                derivative-related information is
                disclosed.





FASB
      No.
      161 is effective for fiscal years and interim periods beginning after November
      15, 2008. Earlier application is encouraged. The management of the Company
      does
      not expect the adoption of this pronouncement to have a material impact 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,
      2007, and 2006, the Company accrued $240,000 and $220,000, 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. 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. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**
  As
        of
        December 31, 2007, Mr. Ben-Tsur Joseph, President and Director of the Company,
        had loaned a total of $2,849 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 for the use of 1,135 square meters of office
      and engineering/operations space. 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
      300
      square meters of space. The Company leased the space for a period of three
      years. For the year ended December 31, 2007, the Company paid approximately
      $12,600 in operating lease payments for its premises. Minimum lease payments
      for
      the years 2008, and 2009 under the lease agreement will be $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 175.3 square meters
      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. 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 of six months.
      For
      the year 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. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**




On
      December 24, 2007, the Company through its wholly owned subsidiary, Inrob
      Philippines, Incorporated, entered into a Manufacturing Agreement with CP
      Communications Services, Inc. (“CPCOM”), a Philippines corporation located in
      Makati City, Philippines. The Agreement provides
      for the lease of the use of CPCOM's premises on a full turnkey
      basis.Under
      the terms of the Agreement, CPCOM is committing to manufacture, and the Company
      has the right to order, products with a total value of up to $28,500,000. In
      order to secure this right, the Company is required to pay to CPCOM an amount
      of
      $2,950,000, of which $1,000,000 was due by December 31, 2007, with the balance
      due and payable by March 31, 2008. The Agreement will remain in effect for
      an
      unlimited period of time. However, the Agreement may be terminated by the
      Company at any time for any reason upon ten days prior notice without refund
      of
      amounts paid. As of December 31, 2007, the Company had paid $980,000 to CPCOM,
      which was considered as satisfaction of the $1,000,000 obligation. As of March
      31, 2008, the remaining amount due of $1,970,000 was paid by the Company to
      CPCOM.





**(13)**
            **Income
                Taxes**





The
      provision (benefit) for income tax for the periods ended December 31, 2007,
      and
      2006, were as follows (assuming a 34% effective tax rate):




2007
            
            2006Current
                Tax Provision:Federal-Taxable
                income
            
            $
            -
            
            $
            2,940Total
                current tax provision
            
            $
            -
            
            $
            2,940Deferred
                Tax Provision:Federal-Loss
                carryforwards
            
            
            743,500
            
            
            281,600Change
                in valuation allowance
            
            
            (743,500
            )
            
            (281,600
            )Total
                deferred tax provision
            
            $
            -
            
            $
            -




The
      Company had deferred income tax assets as of December 31, 2007, and 2006, as
      follows:




2007
            
            2006Loss
                carryforwards
            
            $
            1,190,500
            
            $
            447,000Less
                - Valuation allowance
            
            
            (1,190,500
            )
            
            (447,000
            )Total
                net deferred tax assets
            
            $
            -
            
            $
            -




F-23


**INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**




The
      Company provided a valuation allowance equal to the deferred income tax assets
      for the periods ended December 31, 2007, and 2006, because it is not presently
      known whether future taxable income will be sufficient to utilize the loss
      carryforwards.





As
      of
      December 31, 2007, the Company had approximately $3,501,745 in tax loss
      carryforwards that can be utilized in future periods to reduce taxable
      income.





**(14)**
            **Significant
                Customers**





For
      the
      years ended December 31, 2007, and 2006, the Company had one customer that
      accounted for more that ten (10) percent of total revenues, as
      follows:




2007
            
            2006Customer
                A
            
            $
            803,089
            
            $
            643,612





F-24