QUARTERLY
      REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE 1934 ACT REPORTING
      REQUIREMENTS





**Form
      10-QSB**




UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549





x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  
EXCHANGE ACT OF 1934





For
      the
      Quarterly Period ended June 30, 2007





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





Commission
      file number: 000-49950




**Inrob
      Tech Ltd.**


(Exact
      name of registrant as specified in its charter)




Nevada
            
            88-0219239(State
                or other Jurisdiction of
            
            (IRS
                EmployerIncorporation
                or Organization)
            
            Identification
                Number)




**1515
      Tropicana Ave, Suite 140**


**Las
      Vegas NV 89119**


**702-795-3601**


(Address
      of Principal Executive Offices, Zip code)





702-795-3601


(Issuers’
      Telephone Number)





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
      past 12 months (or for such shorter period that the registrant was required
      to
      file such reports), and (2) has been subject to such filing requirements for
      the
      past 90 days.   Yes x No o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes o No x





There
      were 66,840,309 shares of the registrant’s common stock, $.0001 par value,
      outstanding as of August 16, 2007.










**INROB
      TECH LTD. AND SUBSIDIARY**





**INDEX
      TO INTERIM CONSOLIDATED**


**FINANCIAL
      STATEMENTS**


**JUNE
      30, 2007, AND 2006**


**(Unaudited)**











Financial
                Statements-Consolidated
                Balance Sheet as of June 30, 2007
            F-2Consolidated
                Statements of Operations and Comprehensive Income (Loss)for
                the Three Months And Six Months Ended June 30, 2007, and 2006
            F-3Consolidated
                Statements of Cash Flows for the Six Months Ended June 30, 2007,
                and 2006
            F-4Notes
                to Financial Statements for the Six Months Ended June 30, 2007, and
                2006
            F-6









**INROB
      TECH LTD. AND SUBSIDIARY**


**CONSOLIDATED
      BALANCE SHEET (NOTE 2)**


**AS
      OF JUNE 30, 2007**


**(Unaudited)**




**2007****ASSETS****Current
                Assets:**Cash
                and cash equivalents
            
            $
            4,345,237Accounts
                Receivable-Trade
            
            
            311,510Employees
                and other
            
            
            34,139Less
                - Allowance for doubtful accounts
            
            
            -Inventories
            
            
            308,449Cost
                of uncompleted contracts in excess of billings
            
            
            7,865Prepaid
                expenses
            
            
            13,855Total
                current assets
            
            
            5,021,055**Property
                and Equipment:**Office
                and computer equipment
            
            
            87,323Furniture
                and fixtures
            
            
            59,787Vehicles
            
            
            395,470Leasehold
                improvements
            
            
            39,621582,201Less
                - Accumulated depreciation and amortization
            
            
            (302,468
            )Net
                property and equipment
            
            
            279,733**Other
                Assets:**Deposits
                and other
            
            
            2,358Debt
                issuance costs, net
            
            
            542,515Loans
                to and interest receivable from related parties
            
            
            274,587Total
                other assets
            
            
            819,460**Total
                Assets**
            
            $
            6,120,248**LIABILITIES
                AND STOCKHOLDERS' (DEFICIT)****Current
                Liabilities:**Bank
                overdrafts
            
            $
            100,693Bank
                loans and other debt, current portion
            
            
            36,170Current
                portion of convertible notes
            
            
            3,150,600Accounts
                payable - Trade
            
            
            199,081Due
                to related party - Director and stockholder
            
            
            266Due
                to related party company
            
            
            36,428Billings
                on uncompleted contracts in excess of costs
            
            
            247,679Due
                to related party - Investor group
            
            
            172,126Accrued
                liabilities
            
            
            256,517Deferred
                revenue
            
            
            412,419Total
                current liabilities
            
            
            4,611,979**Long-term
                Debt, less current portion:**Bank
                loans and other debt
            
            
            61,739Convertible
                notes
            
            
            1,912,920Total
                long-term debt
            
            
            1,974,659Total
                liabilities
            
            
            6,586,638**Commitments
                and Contingencies****Stockholders'
                (Deficit):**Preferred
                stock, par value $.0001 per share; 20,000,000 shares authorized;
                1,000
                Series A shares issued and outstanding
            
            
            -Additional
                paid-in capital
            
            
            150,000Capital
                stock, par value $.0001 per share; 380,000,000 shares authorized;
                66,840,309 shares issued and outstanding
            
            
            6,684Additional
                paid-in capital
            
            
            1,961,395Less
                - Loan receivable - Director and stockholder
            
            
            (475,000
            )Accumulated
                other comprehensive income
            
            
            43,769Accumulated
                (deficit)
            
            
            (2,153,238
            )Total
                stockholders' (deficit)
            
            
            (466,390
            )**Total
                Liabilities and Stockholders' (Deficit)**
            
            $
            6,120,248





The
      accompanying notes to financial statements


are
      an
      integral part of this balance sheet.




F-2





**INROB
      TECH LTD. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS AND**


**COMPREHENSIVE
      INCOME (LOSS) (NOTE 2) FOR THE**


**SIX
      MONTHS ENDED JUNE 30, 2007, AND 2006**


**(Unaudited)**





**Three
                Months Ended**
            
            **Six
                Months Ended****June
                30,**
            
            **June
                30,****2007**
            
            **2006**
            
            **2007**
            
            **2006****Revenues:**Services
            
            $
            418,117
            
            $
            409,482
            
            $
            757,080
            
            $
            860,316Product
                sales
            
            
            119,730
            
            
            69,135
            
            
            224,067
            
            
            184,525Total
                revenues
            
            
            537,847
            
            
            478,617
            
            
            981,147
            
            
            1,044,841**Cost
                of Goods Sold:**Services
            
            
            303,909
            
            
            248,815
            
            
            852,584
            
            
            523,423Product
                sales
            
            
            36,913
            
            
            23,724
            
            
            71,692
            
            
            75,817Total
                cost of goods sold
            
            
            340,822
            
            
            272,539
            
            
            924,276
            
            
            599,240**Gross
                Profit (Deficit)**
            
            
            197,025
            
            
            206,078
            
            
            56,871
            
            
            445,601**Expenses:**General
                and administrative
            
            
            269,093
            
            
            138,135
            
            
            668,441
            
            
            327,142Total
                general and administrative expenses
            
            
            269,093
            
            
            138,135
            
            
            668,441
            
            
            327,142**Income
                (Loss) from Operations**
            
            
            (72,068
            )
            
            67,943
            
            
            (611,570
            )
            
            118,459**Other
                Income (Expense):**Interest
                and other income
            
            
            63,541
            
            
            23,046
            
            
            89,174
            
            
            37,650Interest
                (expense)
            
            
            (189,539
            )
            
            (11,025
            )
            
            (316,080
            )
            
            (21,540
            )Total
                other income (expense)
            
            
            (125,998
            )
            
            12,021
            
            
            (226,906
            )
            
            16,110**Income
                (Loss) before Income Taxes**
            
            
            (198,066
            )
            
            79,964
            
            
            (838,476
            )
            
            134,569**(Provision)
                Benefit for income taxes**
            
            
            -
            
            
            (10,419
            )
            
            -
            
            
            (18,145
            )**Net
                Income (Loss)**
            
            
            (198,066
            )
            
            69,545
            
            
            (838,476
            )
            
            116,424**Comprehensive
                Income (Loss):**Israeli
                currency translation
            
            
            (90,435
            )
            
            34,975
            
            
            4,937
            
            
            14,461**Total
                Comprehensive Income (Loss)**
            
            $
            (288,501
            )
            $
            104,520
            
            $
            (833,539
            )
            $
            130,885**Income
                (Loss) Per Common Share:**Income
                (Loss) per common share - Basic and Diluted
            
            $
            (0.00
            )
            $
            0.00
            
            $
            (0.01
            )
            $
            0.00**Weighted
                  Average Number of Common Shares****Outstanding
                  During the Periods- Basic and Diluted**
            
            
            65,541,665
            
            
            61,350,180
            
            
            64,061,947
            
            
            61,350,180




The
      accompanying notes to financial statements are


an
      integral part of these statements.





F-3




**INROB
      TECH LTD. AND SUBSIDIARY**


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


**FOR
      THE SIX MONTHS ENDED JUNE 30, 2007, AND 2006**


**(Unaudited)**




**Six
                Months Ended****June
                30,****2007**
            
            **2006****Operating
                Activities:**Net
                income (loss)
            
            $
            (838,476
            )
            $
            116,424Adjustments
                to reconcile net income (loss) to net cash provided by
                (used in) operating activities:Depreciation
                and amortization
            
            
            29,259
            
            
            32,194Amortization
                of debt issuance costs
            
            
            131,966
            
            
            -(Recovery
                of) loss on contract
            
            
            (39,141
            )
            
            (13,370
            )Gain
                on sale of vehicle
            
            
            (1,221
            )
            
            -Changes
                in net assets and liabilities-Accounts
                receivable
            
            
            (88,768
            )
            
            (64,395
            )Inventories
            
            
            403,323
            
            
            (83,200
            )Cost
                of uncompleted contracts in excess of billings
            
            
            153,506
            
            
            (28,535
            )Prepaid
                expenses
            
            
            (5,258
            )
            
            193Deposits
            
            
            430
            
            
            -Accounts
                payable - trade and accrued liabilities
            
            
            1,368
            
            
            141,317Billings
                on uncompleted contracts in excess of related costs
            
            
            113,245
            
            
            15,679Deferred
                revenue
            
            
            (322,858
            )
            
            (107,773
            )Income
                taxes payable and other
            
            
            -
            
            
            14,249**Net
                Cash Provided by (Used in) Operating Activities**
            
            
            (462,625
            )
            
            22,783**Investing
                Activities:**Proceeds
                from sale of vehicle
            
            
            10,049
            
            
            -Purchases
                of and adjustments to property and equipment
            
            
            (72,163
            )
            
            (43,642
            )**Net
                Cash (Used in) Provided by Investing Activities**
            
            
            (62,114
            )
            
            (43,642
            )**Financing
                Activities:**Proceeds
                from long-term debt
            
            
            95,076
            
            
            -Payments
                on long-term debt
            
            
            (48,864
            )
            
            (60,743
            )Proceeds
                from (offset to) bank overdrafts
            
            
            5,783
            
            
            31,148Proceeds
                from issuance of convertible notes
            
            
            3,000,000
            
            
            -Debt
                issuance costs - Convertible notes
            
            
            (355,262
            )
            
            -Loan
                receivable - Director and stockholder
            
            
            (9,512
            )
            
            (9,420
            )Proceeds
                from loan from related party - Investor group
            
            
            10,924
            
            
            146,250Payments
                on (advances to) Loan - Director and stockholder
            
            
            (61,169
            )
            
            (35,250
            )Due
                from related party - Director and stockholder
            
            
            -
            
            
            25,801Received
                from (loans to) related party companies
            
            
            (48,729
            )
            
            (91,388
            )**Net
                Cash Provided by Financing Activities**
            
            
            2,588,247
            
            
            6,398**Effect
                of Exchange Rate Changes on Cash**
            
            
            3,358
            
            
            14,461**Net
                Increase (Decrease) in Cash**
            
            
            2,066,866
            
            
            -**Cash
                and Cash Equivalents - Beginning of Period**
            
            
            2,278,371
            
            
            -**Cash
                and Cash Equivalents - End of Period**
            
            $
            4,345,237
            
            $
            -





The
      accompanying notes to financial statements are


an
      integral part of these statements.




F-4


**INROB
      TECH LTD. AND SUBSIDIARY**


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


**FOR
      THE SIX MONTHS ENDED JUNE 30, 2007, AND 2006**


**(Unaudited)**





**Supplemental
      Disclosures of Cash Flow Information:**





**Six
                Months Ended****June
                30,****2007**
            
            **2006**Cash
                paid during the period for:Interest
            
            $
            19,705
            
            $
            19,422Income
                taxes
            
            $
            -
            
            $
            3,896





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





During
      the three month period ended March 31, 2007, the Company issued 2,446,690 shares of
      its
      common stock as payment of $538,100 of principal and $76,056 of accrued interest
      on certain
      convertible notes.





During
      the three month period ended June 30, 2007, the Company issued 3,043,418 shares of
      its
      common stock as payment of $398,380 of principal and $49,461 of accrued interest
      on certain
      convertible notes.





The
      accompanying notes to financial statements are


an
      integral part of these statements.




F-5




**INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
        30, 2007, AND 2006**
 **(Unaudited)**
 
 **(1)** **Summary
        of Significant Accounting Policies**
 
 **** *Organization
        and Basis of Presentation*
 
 Inrob
        Tech Ltd. (“Inrob Tech” or the “Company”) is a Nevada corporation which provides
        engineering products and services for the maintenance of critical and
        sophisticated equipment, and the integration and production of advanced wireless
        control solutions for unmanned ground vehicle (“UVR”) robots. The remote control
        systems of the Company are the “brains” for many UVR solutions. The current
        nature of Israel’s security situation coupled with the Company’s close work with
        the Israeli Defense Forces (“IDF”) and the Israeli police, has helped the
        Company gain extensive experience in a wide range of military and law
        enforcement UVR applications and control solutions. The Company has also
        targeted the civilian applications market, which includes solar powered
        equipment, and dangerous tasks such as nuclear plant maintenance, inspection
        and
        decommissioning, the demolition industry, and firefighting and rescue services.
        The accompanying consolidated financial statements of Inrob Tech were prepared
        from the accounts of the Company and its wholly owned subsidiary under the
        accrual basis of accounting in United States dollars. In addition, the
        accompanying consolidated 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.
 
 Effective
        July 21, 2005, Inrob Israel completed the reverse merger with Inrob Tech,
        a
        publicly traded Nevada corporation. Given that Inrob Israel is considered
        to
        have acquired Inrob Tech by a reverse merger through a Stock Purchase Agreement,
        and its sole stockholder currently has voting control of the Company, the
        accompanying consolidated financial statements and related disclosures in
        the
        notes to consolidated financial statements present the financial position
        as of
        June 30, 2007, and the operations for the three months and six months ended
        June
        30, 2007, and 2006, of Inrob Israel under the name of Inrob Tech Ltd. The
        reverse merger has been recorded as a recapitalization of the Company, with
        the
        net assets of Inrob Israel and Inrob Tech brought forward at their historical
        bases. The costs associated with the reverse merger have been expensed as
        incurred.
 
 The
        consolidated financial statements as of June 30, 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.
 
 *Unaudited
        Interim Financial Statements*
 
 The
        interim consolidated financial statements as of June 30, 2007, and for the
        periods ended June 30, 2007, and 2006, are unaudited. However, in the opinion
        of
        management, the interim consolidated financial statements include all
        adjustments, consisting only of normal recurring adjustments, necessary to
        present fairly the Company’s consolidated financial position as of June 30,
        2007, and the consolidated results of its operations and its cash flows for
        the
        periods ended June 30, 2007, and 2006. These results are not necessarily
        indicative of the results expected for the calendar year ending December
        31,
        2007. The accompanying consolidated financial statements and notes thereto
        do
        not reflect all disclosures required under accounting principles generally
        accepted in the United States. Refer to Inrob Tech Ltd.’s audited financial
        statements contained in its Annual Report on Form 10-KSB as of December 31,
        2006, for additional information, including significant accounting
        policies.
 
 *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.
  F-6
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
        30, 2007, AND 2006**
 **(Unaudited)**
 
 *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 June 30, 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
        No. 104”) and Statement of Position 81-1, “ *Accounting
        for Performance of Construction-Type and Certain Production-Type
        Contracts.* ”
Revenue
        is recognized when delivery has occurred provided there is persuasive evidence
        of an agreement, acceptance tests results have been approved by the customer,
        the fee is fixed or determinable and collection of the related receivable
        is
        probable. Customers are billed on an interim basis under the terms of individual
        agreements, and revenue is recognized upon completion of the contracts. 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.
 
 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 June 30, 2007, and 2006, no events or circumstances occurred
        for
        which an evaluation of the recoverability of long-lived assets was
        required.
 
 F-7
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
        30, 2007, AND 2006**
 **(Unaudited)**
 
 *Earnings
        (Loss) Per Common Share*
 
 Basic
        earnings (loss) per share is computed by dividing the net income (loss)
        attributable to the common stockholders by the weighted average number of
        shares
        of common stock outstanding during the period. Fully diluted earnings (loss)
        per
        share is computed similar to basic earnings (loss) per share except that
        the
        denominator is increased to include the number of additional common shares
        that
        would have been outstanding if the potential common shares had been issued
        and
        if the additional common shares were dilutive.
 
 *Common
        Stock Registration Expenses*
 
 The
        Company considers incremental costs and expenses related to the registration
        of
        equity securities with the SEC, whether by contractual arrangement as of
        a
        certain date or by demand, to be unrelated to original issuance transactions.
        As
        such, subsequent registration costs and expenses are reflected in the
        accompanying financial statements as general and administrative expenses,
        and
        are expensed as incurred.
 
 *Research
        and Development Costs*
 
 The
        Company conducts research and development activities for others under
        contractual arrangements. Research and development costs incurred under
        contractual arrangements are accounted for in accordance with Statement of
        Financial Accounting Standards No. 68, *“Research
        and Development Agreements”* (“SFAS
        68”). All costs incurred under the contractual arrangements are deferred and
        recognized as cost of sales (product sales) upon completion of the contract
        work.
 
 *Deferred
        Offering Costs*
 
 The
        Company defers as other assets the direct incremental costs of raising capital
        until such time as the offering is completed. At the time of the completion
        of
        the offering, the costs are charged against the capital raised. Should the
        offering be terminated, deferred offering costs are charged to operations
        during
        the period in which the offering is terminated.
 
 *Debt
        Issuance Costs*
 
 The
        Company defers as other assets the costs associated with the issuance of
        debt
        instruments. Such costs are amortized as additional interest expense over
        the
        life of the related debt. As of June 30, 2007, the Company had recorded debt
        issuance costs related to convertible notes of $695,763 of such costs, and
        amortized $153,248 as additional interest expense.
 
 *Comprehensive
        Income (Loss)*
 
 The
        Company presents comprehensive income (loss) in accordance with Statement
        of
        Financial Accounting Standards No. 130, “ *Reporting
        Comprehensive Income”* (“SFAS
        130”). SFAS 130 states that all items that are required to be recognized under
        accounting standards as components of comprehensive income (loss) be reported
        in
        the financial statements. For the periods ended June 30, 2007, and 2006,
        the
        only components of comprehensive income (loss) were the net income (loss)
        for
        the periods, and the foreign currency translation adjustments.
 
 *Income
        Taxes*
 
 The
        Company accounts for income taxes pursuant to SFAS No. 109, “ *Accounting
        for Income Taxes”* (“SFAS
        109”). Under SFAS 109, deferred tax assets and liabilities are determined based
        on temporary differences between the bases of certain assets and liabilities
        for
        income tax and financial reporting purposes. The deferred tax assets and
        liabilities are classified according to the financial statement classification
        of the assets and liabilities generating the differences.
  The
        Company maintains a valuation allowance with respect to deferred tax assets.
        The
        Company establishes a valuation allowance based upon the potential likelihood
        of
        realizing the deferred tax asset and taking into consideration the Company’s
        financial position and results of operations for the current period. Future
        realization of the deferred tax benefit depends on the existence of sufficient
        taxable income within the carryforward period under the Federal tax
        laws.
 
 Changes
        in circumstances, such as the Company generating taxable income, could cause
        a
        change in judgment about the realizability of the related deferred tax asset.
        Any change in the valuation allowance will be included in income in the year
        of
        the change in estimate.
 
 F-8
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
        30, 2007, AND 2006**
 **(Unaudited)**
 
 *Foreign
        Currency Translation*
 
 The
        Company accounts for foreign currency translation pursuant to SFAS No. 52,
        “ *Foreign
        Currency Translation”* (“SFAS
        52”). The Company’s functional currency is the Israeli New Shekel. Under SFAS
        52, all assets and liabilities are translated into United States dollars
        using
        the current exchange rate at the end of each fiscal period. Revenues and
        expenses are translated using the average exchange rates prevailing throughout
        the respective periods. Translation adjustments are included in other
        comprehensive income (loss) for the period. Certain transactions of the Company
        are denominated in United States dollars. Translation gains or losses related
        to
        such transactions are recognized for each reporting period in the related
        statement of operations and comprehensive income (loss).
 
 *Fair
        Value of Financial Instruments*
 
 The
        Company estimates the fair value of financial instruments using the available
        market information and valuation methods. Considerable judgment is required
        in
        estimating fair value. Accordingly, the estimates of fair value may not be
        indicative of the amounts the Company could realize in a current market
        exchange. As of June 30, 2007, the Company’s financial instruments approximated
        fair value to do the nature and maturity of such instruments.
 
 *Estimates*
 
 The
        consolidated 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
        consolidated assets and liabilities as of June 30, 2007, and consolidated
        revenues and expenses for the periods ended June 30, 2007, and 2006. Actual
        results could differ from those estimates made by management.
 
 *Reclassifications*
 
 Certain
        amounts in the consolidated financial statements for the six months ended
        June
        30, 2007, have been reclassified to conform to the presentation for the three
        months ended June 30, 2007. Such reclassifications had no effect on the reported
        net loss.
 
 **(2)** **Going
        Concern**
 
 During
        the year ended December 31, 2006, and subsequent thereto through June 30,
        2007,
        Inrob Tech continued its operations, business expansion, and capital formation
        activities through the issuance of convertible debt. On November 15, 2006,
        the
        Company completed a subscription agreement with a group of accredited investors
        for the issuance of Convertible Notes in the amount of $3,000,000. The maturity
        date of the Convertible Notes is two years from the date of issuance - November
        15, 2008. Net proceeds to the Company amounted to $2,659,500, after deducting
        debt issuance costs. On March 27, 2007, the Company effected a second
        subscription agreement with a group of accredited investors for the issuance
        of
        Convertibles Notes also in the amount of $3,000,000. The maturity date of
        the
        second issuance of Convertible Notes is two years from the date of issuance
        -
        March 27, 2009. The second transaction was completed under essentially the
        same
        terms and conditions as the first issuance. In additional, under the terms
        of
        the transactional documents, all rights and benefits to be granted to the
        investor (including the security interest) are identical to and are intended
        to
        be shared equally with the holders of the Convertible Notes and warrants
        issued
        by the Company as of November 15, 2006. Proceeds from the second subscription
        agreement amounted to approximately $2,594,738 after debt issuance
        costs.
 
 While
        management of the Company believes that the Company will be successful in
        increasing its working capital from operations and the generation of additional
        business revenues from new and existing clients, there can be no assurance
        that
        the Company will be able to generate the funds needed to meet its debt and
        working capital obligations, achieve its planned expansion 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 consolidated 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 significant operating losses through June 30, 2007, and has
        insufficient revenues to cover its on-going operating costs. These and other
        factors raise substantial doubt about the Company’s ability to continue as a
        going concern. The accompanying consolidated 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.
 
 F-9
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
        30, 2007, AND 2006**
 **(Unaudited)**
 
 **(3)** **Inventories**
 
 As
        of
        June 30, 2007, inventories consisted of the following:
 
  2007Work
                  in progress
              
              $
              266,245Materials
              
              
              42,204Total
              
              $
              308,449
 
 
 **(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 June 30,
        2007, the balance owed on the loan plus accrued interest amounted to $511,959.
        The Company has classified the amount of the promissory note due from Mr.
        Joseph, or $475,000, as an offset to common stock equity, due to the nature
        of
        the transaction as a common stock subscription arrangement.
 
 **(5)** **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 $36,959 as of June 30, 2007. The following
        summarizes the amounts receivable as of June 30, 2007:
 
  2007Ben-Tsur
                  Joseph Holdings Ltd.
              
              $
              237,628Ben-Tsur
                  Joseph - Interest receivable
              
              
              36,959Totals
              
              $
              274,587
 
 
 **(6)** **Bank
        Indebtedness**
 
 The
        Company has certain loans and bank arrangements to fund its operations and
        vehicle purchases in Israel which mature through 2012.
 
 **(7)** **Convertible
        Debenture**
 
 On
        September 30, 2005, the Company issued a convertible debenture (the “Debenture”)
        in the amount of $42,500 to the same 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.
  F-10
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
        30, 2007, AND 2006**
 **(Unaudited)**
 
 Payments
        amortizing the outstanding principal amount and related interest under the
        Convertible Notes commenced on the third month anniversary date of the date
        of
        issuance (February 15, 2007) and will continue 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.
        For the three month periods ended March 31, 2007, and June 30, 2007, the
        Company
        issued 2,446,690 and 3,043,418 shares, respectively, of its common stock
        as
        payment of $936,480 of principal, and $125,517 of accrued interest on the
        Convertible Notes.
  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 in Note 8 above. In additional, under the terms of the
        transactional documents, all rights and benefits to be granted to the investor
        (including the security interest) are identical to and are intended to be
        shared
        equally with the holders of the Convertible Notes and warrants issued by
        the
        Company as of November 15, 2006. Proceeds from the second subscription agreement
        amounted to approximately $2,594,738 after debt issuance costs.
 
 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. This Registration Statement pertaining to the second issuance
        of Convertible Notes has not yet been declared effective by the SEC. Under
        the
        terms of the Subscription Agreement pertaining to the second issuance of
        Convertible Notes, the Company has 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. For the six months ended June 30, 2007,
        the
        Company accrued interest amounting to $63,288 related to the second issuance
        of
        Convertible Notes which is presented in the caption interest expense in the
        accompanying consolidated statements of operations.
        Further, for the six months ended June 30, 2007, the Company issued no shares
        of
        common stock related to the second issuance of Convertible Notes as payment
        of
        principal or interest pertaining to such notes.
  F-11
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
        30, 2007, AND 2006**
 **(Unaudited)**
 
 
 **(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.
 
 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 are exercisable for a
        period of five years following the effective date of a registration statement
        filed with the SEC.
 
 **(10)** **Recent
        Accounting Pronouncements**
 
 In
        September 2006, the FASB issued SFAS No. 157, “ *Fair
        Value Measurements* .”
This
        statement defines fair value, establishes a framework for measuring fair
        value
        in generally accepted accounting principles, and expands disclosure about
        fair
        value measurements. This statement applies under other accounting pronouncements
        that require or permit fair value measurement, the FASB having previously
        concluded in those accounting pronouncement that fair value is the relevant
        measurement attribute. This statement does not require any new fair value
        measurements. However, for some entities, the application of the statement
        will
        change current practice. This statement is effective for financial statements
        issued for fiscal years beginning after November 15, 2007, and interim periods
        within those fiscal years. The management of the Company does not believe
        that
        this new pronouncement will have a material impact on its financial
        statements.
 
 In
        September 2006, the FASB issued SFAS No. 158, “ *Employers’
        Accounting for Defined Benefit Pension and Other Postretirement Plans - an
        amendment of FASB Statements No. 87, 88, 106 and 132(R)* .”
This
        statement improves financial reporting by requiring an employer to recognize
        the
        overfunded or underfunded status of a defined benefit postretirement plan
        (other
        than a multi-employer plan) as an asset or liability in its statement of
        financial position and to recognize changes in that funded status in the
        year in
        which the changes occur through comprehensive income of a business entity
        or
        changes in unrestricted net assets for a not-for-profit organization. This
        statement also improves financial reporting by requiring an employer to measure
        the funded status of a plan as of the date of its year-end statement of
        financial position, with limited exceptions. The management of the Company
        does
        not believe that this new pronouncement will have a material impact on its
        financial statements.
 
 
  F-12
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
        30, 2007, AND 2006**
 **(Unaudited)**
  In
        February 2007, the FASB issued SFAS No. 159, "*The
        Fair Value Option for Financial Assets and Financial Liabilities - Including
        An
        Amendment of FASB Statement No. 115*,"
        which
        permits entities to measure many financial instruments and certain other
        items
        at fair value that are not currently required to be measured at fair value.
        An
        entity would report unrealized gains and losses on items for which the fair
        value option has been elected in earnings at each subsequent reporting date.
        The
        objective is to improve financial reporting by providing entities with the
        opportunity to mitigate volatility in reported earnings caused by measuring
        related assets and liabilities differently without having to apply complex
        hedge accounting provisions. The decision about whether to elect the fair
        value
        option is applied instrument by instrument, with a few exceptions; the decision
        is irrevocable; and it is applied only to entire instruments and not to portions
        of instruments. SFAS No. 159 requires disclosures that facilitate comparisons
        (a) between entities that choose different measurement attributes for similar
        assets and liabilities and (b) between assets and liabilities in the financial
        statements of an entity that selects different measurement attributes for
        similar assets and
 liabilities.
        SFAS No. 159 is effective for financial statements issued for fiscal years
        beginning after November 15, 2007. Early adoption is permitted as of the
        beginning of a fiscal year provided the entity also elects to apply the
        provisions of SFAS No. 157. Upon implementation, an entity shall report the
        effect of the first re-measurement to fair value as a cumulative-effect
        adjustment to the opening balance of retained earnings. Since the provisions
        of
        SFAS No. 159 are applied prospectively, any potential impact will depend
        on the
        instruments selected for fair value measurement at the time of implementation.
        The management of the Company is currently evaluating the impact, if any,
        that
        the adoption of SFAS No. 159 will have on its financial statements.
 
 **(11)** **Related
        Party Transactions**
 
 Inrob
        Israel entered into a management agreement with a Director and officer on
        October 1, 2003, which was subsequently extended as to its commencement date
        to
        May 1, 2005. Other terms and conditions related to equipment usage commenced
        with the original date of the agreement. Under the terms of the agreement,
        the
        Company is obligated to pay $15,000 per month during the first year and $20,000
        per month thereafter for management fees. For the periods ended December
        31,
        2006, and 2005, the Company accrued $220,000 and $120,000, respectively under
        the management agreement. The Director and officer agreed to offset
        approximately $205,000 owed to the Company by a related party entity of the
        Director and officer against the management fee liability. For the six months
        ended June 30, 2007, the company accrued $120,000 under the management
        agreement. The management agreement does not have a specific completion date,
        but may be terminated by either party on written notice of three
        months.
 
 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.
 
 **(12)** **Commitments
        and Contingencies**
 
 The
        Company is a party to various operating lease agreements for office space,
        warehouse space, and automobiles.
 
 On
        June
        05, 2007, the Company entered into a Financial Investor Relations Agreement
        with
        WiseAlerts.com. The Agreement provides that WiseAlerts.com will write and
        distribute a client newsletter, inform qualified OTC investors of news updates
        pertaining to the Company, and feature the Company in internet broadcast
        chats.
        This Agreement has a term of thirty days at a cost of $15,000.
 
 On
        June
        27, 2007, the Company entered into a Consulting Agreement with Endeavor
        Holdings, Inc. (“Endeavor”) of New York. Endeavor Holdings, Inc. will provide
        marketing and business support to the Company. The Agreement is for a term
        of
        three months, and the Company will pay fees of $12,500 per month (beginning
        in
        June 2007) for the services provided by Endeavor.
  F-13
  **Item
        2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
        OPERATIONS.**
 
 **FORWARD
        LOOKING STATEMENTS**
 
 The
        following discussion should be read in conjunction with our unaudited interim
        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.
 
 2
  **RESULTS
        OF OPERATIONS:**
 
 **Three
        Months Ended June 30, 2007 Compared to Three Months Ended June 30,
        2006**
 
 *Revenues-*
 
 For
        the
        three months ended June 30, 2007, the Company recognized $537,847 in revenues
        compared to $478,617 for the same period in 2006, which resulted in an overall
        increase of $59,230, or 12.4%. The overall increase in revenues resulted
        primarily from an increase in product sales from to $69,135 in 2006 to $119,730
        in 2007, and increase of $50,595 or 73.2%. Service revenues also increased
        from
        $409,482 in 2006 to $418,117 in 2007, an increase of 2.1%. The increase in
        service revenues resulted from the completion of additional projects under
        contract during the quarter.
 
 *Cost
        of Goods Sold-*
 
 Cost
        of
        goods sold amounted to $340,822 compared to $272,539 for the same period
        in
        2006, resulting in an increase of $68,283, or 25.1%. The increase was primarily
        attributed to increases in salaries and wages, repairs and maintenance, employee
        goodwill, and vehicle operating expenses, offset by reductions in occupancy/rent
        costs, insurance, and project consulting expenses.
 
 *General
        and Administrative Expenses-*
 
 General
        and administrative expenses increased from $138,135 in 2006, to $269,093
        for the
        same period in 2007, resulting in an overall increase of $130,958, or 94.8%.
        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, and depreciation expense, offset
        by
        decreases in auto transportation expenses, realized foreign currency exchange,
        and computer supplies and repair expenses.
 
 *Other
        Income (Expense)-*
 
 Other
        income (expense) for the three months ended June 30, 2007 amounted to an
        expense
        of 125,998, from income of $12,021 for the same prior year period. The decrease
        of $138,019 or 1148.1% was primarily attributable to an increase in interest
        expense of $178,514 related to the Company’s convertible notes offset by an
        increase in interest and other income of $40,495.
 
 *Net
        Income (Loss)-*
 
 Net
        Income (Loss) for the three months ended June 30, 2007 went from net income
        of
        $69,545 in 2006 to a net loss of $198,066. The
        decrease of $267,111, or 384.8%, was due to the net impact of the items
        described previously in 2007.
 
 *Comprehensive
        Income (Loss)-*
 
 Comprehensive
        income (loss) for the three months ended June 30, 2007, decreased from
        comprehensive income of $104,520 in 2006 to comprehensive loss of $288,501
        in
        2007, for an overall decrease of $393,021, or 376%. The decrease was due
        primarily to the business activities described above and unfavorable
        fluctuations in Israeli currency.
 
 *Weighted
        Average Number of Shares Outstanding-*
 
 The
        weighted average number of common shares outstanding increased from 61,350,180
        in 2006 to 65,541,665 in 2007. The increase was primarily due to various
        transactions that were completed involving our Common Stock, including
        conversions by holders of the Company’s convertible notes and the payments of
        principal and interest under those notes that were made in shares.
 
 **Six
        Months Ended June 30, 2007 Compared to Six Months Ended June 30,
        2006**
 
 *Revenues-*
 
 For
        the
        six months ended June 30, 2007, the Company realized $981,147 in revenues
        compared to $1,044,841 for the same period in 2006, which resulted in an
        overall
        decrease of $63,694, or 6.1%. The overall decrease in revenues resulted
        primarily from a decrease in service revenues from $860,316 to $757,080 or
        a
        decline of 12%. The decline resulted from the number of projects that were
        in-progress, and related deferred revenues which amounted to $412,419 as
        of June
        30, 2007. Product sales increased from $184,525 in 2006 to $224,067 in 2007,
        representing an increase of 21.4%.
  3
  *Cost
        of Goods Sold-*
 
 Cost
        of
        goods sold amounted to $924,276 compared to $599,240 for the same period
        in
        2006, resulting in an increase of $325,036, or 54.2%. The increase was primarily
        attributed to increases in salaries and wages, repairs and maintenance, employee
        goodwill, and direct job costs, offset by reductions in occupancy/rent costs,
        insurance, vehicle operating expenses, and project consulting
        expenses.
 
 *General
        and Administrative Expenses-*
 
 General
        and administrative expenses increased from $327,142 for the six months period
        ended June 30, 2006, to $668,441 for the same period in 2007, resulting in
        an
        overall increase of $341,299, or 104.3%. The increase was primarily attributed
        to increases in office and supply expenses, management fees, professional
        fees,
        auto transportation expenses, promotion and business expansion expenses,
        and
        depreciation expense, offset by decreases in computer supplies, foreign currency
        exchange, and repair expenses.
 
 *Other
        Income (Expense)-*
 
 Other
        income (expense) for the six months ended June 30, 2007 amounted to an expense
        of 226,906, from income of $16,110 for the same prior year period, representing
        a decrease of $243,016, or 1,508%. The decrease was primarily attributable
        to an
        increase in interest expense of $294,540 related to the Company’s convertible
        notes, offset by an increase in interest and other income of
        $51,524.
 
 *Net
        Income (Loss)-*
 
 The
        Company incurred a net loss for the six months ended June 30, 2007 which
        amount
        to $838,476 compared to net income of $116,424 for the corresponding period
        in
        2006. The decrease of $954,900, or 820.2%, was due to the items previously
        described in 2007.
 
 *Comprehensive
        Income (Loss)-*
 
 The
        Company incurred a comprehensive loss for the six months ended June 30, 2007,
        of
        $833,539 compared to comprehensive income of $130,885 in 2006, for an overall
        decrease of $964,424, or 736.8%. The decrease was due primarily to the business
        activities described above, and unfavorable fluctuations in Israeli
        currency.
 
 *Weighted
        Average Number of Shares Outstanding-*
 
 The
        weighted average number of common shares outstanding increased from 61,350,180
        in 2006 to 64,061,947 in 2007. The increase was primarily due to various
        transactions that were completed involving our Common Stock, including
        conversions by holders of the Company’s convertible notes and interest payments
        under those notes that were made in shares.
 
 **Liquidity
        and Financial Resources**
 
 During
        the six months ended June 30, 2007, net cash (used in) operating activities
        amounted to $462,625 when compared to net cash provided by operating activities
        of $22,783 for the same period in 2006. The increase in net cash used in
        operations was primarily due to the net loss for the period, decreases in
        accounts, deferred revenue and prepaid expenses, offset by impact of debt
        issuance costs and depreciation, and increases in inventories, cost of
        uncompleted contracts in excess of billings, accounts payable – trade, and
        billings on uncompleted contracts in excess of related costs.
 
 Net
        cash
        (used in) investing activities in 2007 for the purchase of property and
        equipment amounted to $62,114. In 2007, net cash provided by financing
        activities amounted to $2,588,247 when compared to net cash provided by
        financing activities of $6,398 for the same period in 2006. This increase
        resulted primarily from $3,000,000 in proceeds obtained from the issuance
        of
        convertible notes offset by $355,262 in debt issuance costs.
 
 As
        of
        June 30, 2007, current assets exceeded current liabilities by $409,076, and
        the accumulated deficit amounted to $(2,153,238). **** We
        believe that our current cash on hand generated by the financing transactions
        discussed below are sufficient to sustain our operations for at least the
        next
        twelve months, subject to the operating factors discussed previously and
        use of
        capital described below.
  4
  **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.
 
 *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
        eight
        percent (8%) convertible notes in the principal amount of $3,000,000. The
        notes
        mature two years from the date of issuance.
 
 Under
        the
        terms of the agreement, 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 to fund ongoing research
        and development. These activities will focus on new product development,
        upgrades to existing products and engagement in joint ventures to develop
        new opportunities and markets for new and existing products.
 
 *Other*
 
 A
        portion
        of the proceeds from the afore-mentioned offerings has been reserved for
        the
        acquisition of or obtaining the right of access to mass production facilities
        in
        a low cost country. To that end, we have entered into negotiations for the
        acquisition of a manufacturing facility in the Philippines. We have not entered
        into any definitive agreements regarding this acquisition and there can be
        no
        assurance that the proposed transaction will be completed.
 
 We
        believe that the proceeds from the sale of the notes will be sufficient to
        sustain us through the next 12 months. Nevertheless, the aforementioned factors
        raise substantial doubt about our ability to continue as a going concern.
        We
        anticipate that in order to fulfill our plan of operation including repayment
        of
        certain bank debt, 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.
  5
  **Item
        3. CONTROLS AND PROCEDURES.**
  **Evaluation
        and Disclosure Controls and Procedures**
  The
        Company, under the supervision and with the participation of our management,
        under our Sole Executive Officer, filling the position of Chief Executive
        Officer and Chief Financial Officer, has evaluated the effectiveness of the
        design and operation of the Company’s *“Disclosure
        Controls and Procedures,”* as such
        term is defined in Rules 13a-15e promulgated under the Exchange Act as of
        this
        Report. Based upon that evaluation, the Chief Executive Officer and Chief
        Financial Officer has concluded that our disclosure controls and procedures
        were
        effective as of the end of the period covered by this Report to provide
        reasonable assurance that information required to be disclosed by us in reports
        that we file or submit under the Exchange Act is recorded, processed, summarized
        and reported within the time periods specified in SEC rules and forms. The
        Company’s Chief Executive Officer and Chief Financial Officer has also concluded
        that our disclosure controls and procedures are effective also to ensure
        that
        information required to be disclosed in reports filed or submitted under
        the
        Exchange Act are accumulated and communicated to our management to allow
        timely
        decisions on required disclosure.
 
 Management
        is aware that there is a lack of segregation of duties due to the small number
        of employees managing administrative and financial matters. This constitutes
        a
        significant deficiency in the financial reporting. Management has, as is
        required by Israeli Law and also to mitigate these factors, hired an independent
        accountant/bookkeeper to review and compile our financial statements on a
        quarterly and annual basis.
  At
        this
        time, management has decided that considering the employees involved and
        the
        control procedures in place and the potential benefits of adding additional
        employees to clearly segregate duties does not justify the additional
        expense.
 
 We
        will
        periodically reevaluate this situation. If the situation changes and sufficient
        capital is secured, it is our intention to increase staffing to mitigate
        the
        current lack of segregation of duties within the general administrative and
        financial functions.
 
 **Changes
        in Internal Controls**
  Management
        has evaluated the effectiveness of the disclosure controls and procedures
        as of
        June 30, 2007. Based on such evaluation, management has concluded that the
        disclosure controls and procedures were effective for their intended purpose
        described above. There were no changes to the internal controls during the
        three
        month period and nine month period ended June 30, 2007, that have materially
        affected or that are reasonably likely to affect the internal
        controls.
 
 **Limitations
        on the Effectiveness of Controls**
  A
        control
        system, no matter how well conceived and operated, can provide only reasonable,
        not absolute, assurance that the objectives of the control system are met.
        Because of the inherent limitations in all control systems, no evaluation
        of
        controls can provide absolute assurance that all control issues and instances
        of
        fraud, if any, within a company have been detected. Our disclosure controls
        and
        procedures are designed to provide reasonable assurance of achieving its
        objectives. Our principal executive officer and principal financial officer
        concluded that the Company’s disclosure controls and procedures are effective at
        that reasonable assurance level.
  6
  
  
 **PART
        II - OTHER INFORMATION**
 **Item
        1. LEGAL PROCEEDINGS.**
 
 From
        time
        to time the Company may be subject to litigation incidental to its business.
        The
        Company is not currently a party to any material legal proceedings
 
 **Item
        2.**  **UNREGISTERED
        SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.**
 
 None
 
 **Item
        3. DEFAULTS UPON SENIOR SECURITIES.**
 
 Not
        applicable.
 
 **Item
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**
 
 None.
 
 **Item
        5. OTHER INFORMATION**
 
 **Item
        6. EXHIBITS.**
 
 **Exhibits.**
 
 The
        following exhibits are filed with this report:
 
 Exhibit
        31.1 - Certification of CEO and CFO pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002
  Exhibit
        32.1 - Certification of CEO and CFO pursuant to 18 U.S.C. Section
        1350
  7
 
 SIGNATURE
  In
        accordance with the requirements of the Exchange Act, the registrant has
        caused
        this report to be signed on its behalf by the undersigned thereunto duly
        authorized.
  **INROB
                  TECH LTD.**/s/
                  BEN-TSUR JOSEPHBen-Tsur
                  Joseph,
                Chief
                  Executive Officer/
                Chief
                  Financial Officer
 Date:
        August 17, 2007
  8