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





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





For
      the
      Quarterly Period ended September 30, 2007





oTRANSITION
      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


(Issuer’s
      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 o   No o





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


Yes
oNo
o


There
      were 69,973,939 shares of the registrant’s common stock, $.0001 par value,
      outstanding as of November 13, 2007.














**INROB
      TECH LTD. AND SUBSIDIARY**





**INDEX
      TO INTERIM CONSOLIDATED**


**FINANCIAL
      STATEMENTS**


**SEPTEMBER
      30, 2007, AND 2006**


**(Unaudited)**





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





F-1




**INROB
                  TECH LTD. AND SUBSIDIARY****CONSOLIDATED
                  BALANCE SHEET (NOTE 2)****AS
                  OF SEPTEMBER 30, 2007****(Unaudited)****ASSETS**
              
              **2007****Current
                  Assets:**Cash
                  and cash equivalents
              
              $
              3,857,433Accounts
                  Receivable-Trade
              
              
              433,858Employees
                  and other
              
              
              51,075Less
                  - Allowance for doubtful accounts
              
              
              -Inventories
              
              
              425,741Cost
                  of uncompleted contracts in excess of billings
              
              
              17,766Prepaid
                  expenses
              
              
              26,496Total
                  current assets
              
              
              4,812,369**Property
                  and Equipment:**Office
                  and computer equipment
              
              
              92,366Furniture
                  and fixtures
              
              
              63,240Vehicles
              
              
              415,880Leasehold
                  improvements
              
              
              41,910613,396Less
                  - Accumulated depreciation and amortization
              
              
              (315,429
              )Net
                  property and equipment
              
              
              297,967**Other
                  Assets:**Deposits
                  and other
              
              
              2,612Debt
                  issuance costs, net
              
              
              455,545Loans
                  to and interest receivable from related parties
              
              
              295,556Total
                  other assets
              
              
              753,713**Total
                  Assets**
              
              $
              5,864,049**LIABILITIES
                  AND STOCKHOLDERS' (DEFICIT)****Current
                  Liabilities:**Bank
                  overdrafts
              
              $
              188,872Bank
                  loans and other debt, current portion
              
              
              30,229Current
                  portion of convertible notes
              
              
              3,151,563Accounts
                  payable - Trade
              
              
              252,997Due
                  to related party - Director and stockholder
              
              
              2,072Due
                  to related party company
              
              
              28,540Billings
                  on uncompleted contracts in excess of costs
              
              
              218,119Due
                  to related party - Investor group
              
              
              178,438Accrued
                  liabilities
              
              
              518,719Deferred
                  revenue
              
              
              643,108Total
                  current liabilities
              
              
              5,212,657**Long-term
                  Debt, less current portion:**Bank
                  loans and other debt
              
              
              81,538Convertible
                  notes
              
              
              1,466,145Total
                  long-term debt
              
              
              1,547,683Total
                  liabilities
              
              
              6,760,340**Commitments
                  and Contingencies****Stockholders'
                  (Deficit):**Preferred
                  stock, par value $.0001 per share; 20,000,000 sharesauthorized;
                  1,000 Series A shares issued and outstanding
              
              
              -Additional
                  paid-in capital
              
              
              150,000Capital
                  stock, par value $.0001 per share; 380,000,000 sharesauthorized;
                  69,896,977 shares issued and outstanding
              
              
              6,990Additional
                  paid-in capital
              
              
              2,429,004Less
                  - Loan receivable - Director and stockholder
              
              
              (475,000
              )Accumulated
                  other comprehensive income
              
              
              37,386Accumulated
                  (deficit)
              
              
              (3,044,671
              )Total
                  stockholders' (deficit)
              
              
              (896,291
              )**Total
                  Liabilities and Stockholders' (Deficit)**
              
              $
              5,864,049





The
      accompanying notes to financial statements


are
      an
      integral part of these balance sheet.




F-2


**INROB
          TECH LTD. AND SUBSIDIARY**
 **CONSOLIDATED
          STATEMENTS OF OPERATIONS AND**
 **COMPREHENSIVE
          (LOSS) (NOTE 2) FOR THE**
 **THREE
          MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2007, AND
          2006**
 **(Unaudited)**
 **Three
                    Months Ended**
                
                **Nine
                    Months Ended****September
                    30,**
                
                **September
                    30,****2007**
                
                **2006**
                
                **2007**
                
                **2006****Revenues:**Services
                
                $
                379,938
                
                $
                69,519
                
                $
                1,137,018
                
                $
                929,835Product
                    sales
                
                
                60,701
                
                
                112,706
                
                
                284,768
                
                
                297,231Total
                    revenues
                
                
                440,639
                
                
                182,225
                
                
                1,421,786
                
                
                1,227,066**Cost
                    of Goods Sold:**Services
                
                
                363,560
                
                
                386,126
                
                
                1,216,144
                
                
                909,549Product
                    sales
                
                
                23,231
                
                
                60,644
                
                
                94,923
                
                
                136,461Total
                    cost of goods sold
                
                
                386,791
                
                
                446,770
                
                
                1,311,067
                
                
                1,046,010**Gross
                    Profit (Deficit)**
                
                
                53,848
                
                
                (264,545
                )
                
                110,719
                
                
                181,056**Expenses:**General
                    and administrative
                
                
                623,113
                
                
                198,967
                
                
                1,291,554
                
                
                526,109Total
                    general and administrative expenses
                
                
                623,113
                
                
                198,967
                
                
                1,291,554
                
                
                526,109**(Loss)
                    from Operations**
                
                
                (569,265
                )
                
                (463,512
                )
                
                (1,180,835
                )
                
                (345,053
                )**Other
                    Income (Expense):**Interest
                    and other income
                
                
                49,082
                
                
                13,921
                
                
                138,257
                
                
                51,571Interest
                    (expense)
                
                
                (371,251
                )
                
                (13,267
                )
                
                (687,331
                )
                
                (34,807
                )Total
                    other income (expense)
                
                
                (322,169
                )
                
                654
                
                
                (549,074
                )
                
                16,764**(Loss)
                    before Income Taxes**
                
                
                (891,434
                )
                
                (462,858
                )
                
                (1,729,909
                )
                
                (328,289
                )**Benefit
                    for income taxes**
                
                
                -
                
                
                193,424
                
                
                -
                
                
                175,279**Net
                    (Loss)**
                
                
                (891,434
                )
                
                (269,434
                )
                
                (1,729,909
                )
                
                (153,010
                )**Comprehensive
                    (Loss):**Israeli
                    currency translation
                
                
                (6,383
                )
                
                (9,443
                )
                
                (3,025
                )
                
                5,018**Total
                    Comprehensive (Loss)**
                
                $
                (897,817
                )
                $
                (278,877
                )
                $
                (1,732,934
                )
                $
                (147,992
                )**(Loss)
                    Per Common Share:**Income
                    (Loss) per common share - Basic and Diluted
                
                $
                (0.01
                )
                $
                (0.00
                )
                $
                (0.03
                )
                $
                (0.00
                )**Weighted
                    Average Number of Common Shares****Outstanding
                    During the Periods- Basic and Diluted**
                
                
                67,289,465
                
                
                61,350,180
                
                
                65,221,781
                
                
                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 NINE MONTHS ENDED SEPTEMBER 30, 2007, AND
                  2006****(Unaudited)**
  ****Nine
                  Months Ended****
                **September
                  30,****2007**
              
              **2006****Operating
                  Activities:**Net
                  income (loss)
              
              $
              (1,729,909
              )
              $
              (153,010
              )Adjustments
                  to reconcile net (loss) to net cash(used
                  in) operating activities:Depreciation
                  and amortization
              
              
              67,390
              
              
              57,214Amortization
                  of debt issuance costs
              
              
              218,937
              
              
              -Deferred
                  income taxes
              
              
              -
              
              
              (147,895
              )(Recovery
                  of) provision for loss on contract
              
              
              (39,141
              )
              
              (11,764
              )Loss
                  on sale of vehicles
              
              
              1,177
              
              
              -Changes
                  in net assets and liabilities-Accounts
                  receivable
              
              
              (228,052
              )
              
              (25,932
              )Inventories
              
              
              286,031
              
              
              (167,907
              )Cost
                  of uncompleted contracts in excess of billings
              
              
              143,605
              
              
              36,175Prepaid
                  expenses and deposits
              
              
              (17,723
              )
              
              4,612Accounts
                  payable - trade and accrued liabilities
              
              
              339,589
              
              
              314,968Billings
                  on uncompleted contracts in excess of related costs
              
              
              83,685
              
              
              119,165Deferred
                  revenue
              
              
              (92,169
              )
              
              159,579Income
                  taxes payable and other
              
              
              -
              
              
              (20,272
              )**Net
                  Cash (Used in) Operating Activities**
              
              
              (966,580
              )
              
              164,933**Investing
                  Activities:**Proceeds
                  from sale of vehicles
              
              
              19,623
              
              
              -Purchases
                  of and adjustments to property and equipment
              
              
              (140,500
              )
              
              (75,192
              )**Net
                  Cash (Used in) Investing Activities**
              
              
              (120,877
              )
              
              (75,192
              )**Financing
                  Activities:**Proceeds
                  from long-term debt
              
              
              109,476
              
              
              -Payments
                  on long-term debt
              
              
              (49,407
              )
              
              (46,945
              )Proceeds
                  from bank overdrafts
              
              
              93,962
              
              
              26,440Proceeds
                  from issuance of convertible notes
              
              
              3,000,000
              
              
              -Debt
                  issuance costs - Convertible notes
              
              
              (355,262
              )
              
              -Deferred
                  offering costs
              
              
              -
              
              
              (10,000
              )Loan
                  receivable and related interest - Director and stockholder
              
              
              (14,301
              )
              
              (14,213
              )Proceeds
                  from loan from related party - Investor group
              
              
              17,236
              
              
              137,875Payments
                  on Loan - Director and stockholder
              
              
              (59,363
              )
              
              -Due
                  from related party - Director and stockholder
              
              
              -
              
              
              7,020Payments
                  on debt and advances to related party companies
              
              
              (72,797
              )
              
              (194,936
              )**Net
                  Cash Provided by (Used in) Financing Activities**
              
              
              2,669,544
              
              
              (94,759
              )**Effect
                  of Exchange Rate Changes on Cash**
              
              
              (3,025
              )
              
              5,018**Net
                  Increase in Cash**
              
              
              1,579,062
              
              
              -**Cash
                  and Cash Equivalents - Beginning of Period**
              
              
              2,278,371
              
              
              -**Cash
                  and Cash Equivalents - End of Period**
              
              $
              3,857,433
              
              $
              -


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 NINE MONTHS ENDED SEPTEMBER 30, 2007, AND
                  2006****(Unaudited)**
 **Supplemental
        Disclosures of Cash Flow Information:**
 ****Nine
                  Months Ended****
                **September
                  30,****2007**
              
              **2006**Cash
                  paid during the period for:Interest
              
              
              
              
              $
              35,173
              
              $
              31,638Income
                  taxes
              
              
              
              
              $
              -
              
              $
              20,147**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.During
                    the three-month period ended September 30, 2007, the Company
                    issued
                    3,056,668 shares
                    of its common stock as payment of $445,812 of principal and $14,267
                    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**


**SEPTEMBER
      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
      September 30, 2007, and the operations for the three months and nine months
      ended September 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 September 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 September 30, 2007, and for
      the
      periods ended September 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 September 30,
      2007, and the consolidated results of its operations and its cash flows for
      the
      periods ended September 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**


**SEPTEMBER
      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 September 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.





F-7


**INROB
      TECH LTD. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2007, AND 2006**


**(Unaudited)**





*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 September 30, 2007, and 2006, no events or circumstances occurred
      for which an evaluation of the recoverability of long-lived assets was
      required.





*Earnings
      (Loss) Per Common Share*





Basic
      earnings (loss) per share is computed by dividing the net income (loss)
      attributable to the common stockholders by the weighted average number of shares
      of common stock outstanding during the period. Fully diluted earnings (loss)
      per
      share is computed similar to basic earnings (loss) per share except that the
      denominator is increased to include the number of additional common shares
      that
      would have been outstanding if the potential common shares had been issued
      and
      if the additional common shares were dilutive.





*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 September 30, 2007, the Company had recorded
      debt issuance costs related to convertible notes of $695,763 of such costs,
      and
      amortized $240,218 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 September 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.




F-8




**INROB
      TECH LTD. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2007, AND 2006**


**(Unaudited)**





The
      Company maintains a valuation allowance with respect to deferred tax assets.
      The
      Company establishes a valuation allowance based upon the potential likelihood
      of
      realizing the deferred tax asset and taking into consideration the Company’s
      financial position and results of operations for the current period. Future
      realization of the deferred tax benefit depends on the existence of sufficient
      taxable income within the carryforward period under the Federal tax
      laws.





Changes
      in circumstances, such as the Company generating taxable income, could cause
      a
      change in judgment about the realizability of the related deferred tax asset.
      Any change in the valuation allowance will be included in income in the year
      of
      the change in estimate.





*Foreign
      Currency Translation*





The
      Company accounts for foreign currency translation pursuant to SFAS No. 52,
      “ *Foreign
      Currency Translation”* (“SFAS
      52”). The Company’s functional currency is the Israeli New Shekel. Under SFAS
      52, all assets and liabilities are translated into United States dollars using
      the current exchange rate at the end of each fiscal period. Revenues and
      expenses are translated using the average exchange rates prevailing throughout
      the respective periods. Translation adjustments are included in other
      comprehensive income (loss) for the period. Certain transactions of the Company
      are denominated in United States dollars. Translation gains or losses related
      to
      such transactions are recognized for each reporting period in the related
      statement of operations and comprehensive income (loss).





*Fair
      Value of Financial Instruments*





The
      Company estimates the fair value of financial instruments using the available
      market information and valuation methods. Considerable judgment is required
      in
      estimating fair value. Accordingly, the estimates of fair value may not be
      indicative of the amounts the Company could realize in a current market
      exchange. As of September 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 September 30, 2007, and consolidated
      revenues and expenses for the periods ended September 30, 2007, and 2006. Actual
      results could differ from those estimates made by management.





*Reclassifications*





Certain
      amounts in the consolidated financial statements for the nine months ended
      September 30, 2007, have been reclassified to conform to the presentation for
      the three months ended September 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 September
      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
      investors (including the security interest) were to be 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. As described in Note 8, subsequent to September 30, 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.




F-9


**INROB
      TECH LTD. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2007, AND 2006**


**(Unaudited)**




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 September 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.





**(3)**  **Inventories**





As
      of
      September 30, 2007, inventories consisted of the following:


2007Work
                    in progress
                
                $
                381,724Materials
                
                
                44,017Total
                
                $
                425,741




**(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 September
      30,
      2007, the balance owed on the loan plus accrued interest amounted to $516,748.
      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 $41,748 as of September 30, 2007. The
      following summarizes the amounts receivable as of September 30,
      2007:


2007Ben-Tsur
                    Joseph Holdings Ltd.
                
                $
                253,808Ben-Tsur
                    Joseph - Interest receivable
                
                
                41,748Totals
                
                $
                295,556





**(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.




F-10




**INROB
      TECH LTD. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2007, AND 2006**


**(Unaudited)**




**(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 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, June 30, 2007, and September
      30, 2007, the Company issued 2,446,690, 3,043,418, and 3,056,668 shares,
      respectively, of its common stock as payment of $1,382,292 of principal, and
      $139,784 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. On October 16, 2007, the Company filed a post effective amendment
      to
      the Registration Statement on Form SB-2 for the purpose of updating its
      financial and other disclosures. The amount of 9,822,822 shares of common stock
      included in that post effective amendment was lower than the number of shares
      included in the Registration Statement (as described above) as a result of
      sales
      of shares by the selling security holders following the effective date of the
      Registration Statement. In addition, on October 30, 2007, a second post
      effective amendment to the Registration Statement on Form SB-2 was filed with
      the SEC to further update certain developments relating to the Company.
      Specifically, as described below, on October 23, 2007, the Company entered
      into
      an agreement with the investors in its March 2007 second issuance of Convertible
      Notes.





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.




F-11




**INROB
      TECH LTD. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2007, AND 2006**


**(Unaudited)**





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.





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
      nine months ended September 30, 2007, the Company accrued interest amounting
      to
      $276,658 related to the second issuance of Convertible Notes which is presented
      in the caption interest expense in the accompanying consolidated statements
      of
      operations. Further, as described above, for the nine months ended September
      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.





**(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 were exercisable for a period of five years following the
      effective date of a registrationstatement
      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.




F-12




**INROB
      TECH LTD. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2007, AND 2006**


**(Unaudited)**





**(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.





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 nine months
      ended September 30, 2007, the company accrued $180,000 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.




F-13




**INROB
      TECH LTD. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2007, AND 2006**


**(Unaudited)**





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.





**(13)**  **Subsequent
      Event**





As
      described in Notes 2 and 8, 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 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 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. As a result, 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.




F-14


**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 September 30, 2007 Compared to Three Months Ended September 30,
      2006**





*Revenues-*





For
      the
      three months ended September 30, 2007, the Company recognized $440,639 in
      revenues compared to $182,225 for the same period in 2006, which resulted in
      an
      overall increase of $258,414, or 141.8%. The overall increase in revenues
      resulted primarily from an increase in product sales from $69,519 in 2006 to
      $379,938 in 2007, an increase of $310,419 or 446.5%. Service revenues decreased
      from $112,706 in 2006 to $60,701 in 2007, a decrease of 46.1%. 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 $386,791 compared to $446,770 for the same period in
      2006, resulting in a decrease of $59,979, or 13.4%. The decrease was primarily
      attributed to reductions in occupancy/rent costs, insurance, and project
      consulting expenses offset by increases in salaries and wages, repairs and
      maintenance, employee goodwill, and vehicle operating expenses.





*General
      and Administrative Expenses-*





General
      and administrative expenses increased from $198,967 in 2006, to $623,113 for
      the
      same period in 2007, resulting in an overall increase of $424,146, or 213.2%.
      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 September 30, 2007 amounted to
      an
      expense of $322,169, from income of $654 for the same prior year period. The
      decrease of $322,823 was primarily attributable to an increase in interest
      expense of $357,984 related to the Company’s convertible notes offset by an
      increase in interest and other income of $35,161.





*Net
      (Loss)-*





Net
      (Loss) for the three months ended September 30, 2007 went from a loss of
      $(269,434) in 2006 to a net loss of $(891,434). The decrease of $622,000, or
      230.9%, was due to the net impact of the items described previously in
      2007.





*Comprehensive
      (Loss)-*





Comprehensive
      (loss) for the three months ended September 30, 2007, decreased from a
      comprehensive loss of $(278,877) in 2006 to comprehensive loss of $(897,817)
      in
      2007, for an overall loss increase of $(618,940), or 221.9%. The increase in
      the
      loss was due primarily to the business activities described above and
      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 66,194,535 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.





**Nine
      Months Ended September 30, 2007 Compared to Nine Months Ended September 30,
      2006**





*Revenues-*





For
      the
      nine months ended September 30, 2007, the Company realized $1,421,786 in
      revenues compared to $1,227,066 for the same period in 2006, which resulted
      in
      an overall increase of $194,720, or 15.9%. The overall increase in revenues
      resulted primarily from an increase in service revenues from $929,835 to
      $1,137,018 or an increase of 22.3%. The increase resulted from the number of
      projects that were completed, and related deferred revenues which amounted
      to
      $643,108 as of September 30, 2007. Product sales decreased from $297,231 in
      2006
      to $284,768 in 2007, representing a decrease of 4.2%.




3


*Cost
      of Goods Sold-*





Cost
      of
      goods sold amounted to $1,311,067 compared to $1,046,010 for the same period
      in
      2006, resulting in an increase of $265,057, or 25.3%. 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 $526,109 for the nine months period
      ended September 30, 2006, to $1,291,554 for the same period in 2007, resulting
      in an overall increase of $765,445, or 145.5%. 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 nine months ended September 30, 2007 amounted to an
      expense of $549,074, from income of $16,764 for the same prior year period,
      representing a decrease of $565,838, or 3,375.3%. The decrease was primarily
      attributable to an increase in interest expense of $652,524 related to the
      Company’s convertible notes, offset by an increase in interest and other income
      of $86,686.





*Net
      (Loss)-*





The
      Company incurred a net loss for the nine months ended September 30, 2007 which
      amounted to $(1,729,909) compared to a net loss of $(153,010) for the
      corresponding period in 2006. The decrease of $1,576,899, or 1,030.6%, was
      due
      to the items previously described in 2007.





*Comprehensive
      (Loss)-*





The
      Company incurred a comprehensive loss for the nine months ended September 30,
      2007, of $(1,732,934) compared to a comprehensive loss of $(147,992) in 2006,
      for an overall decrease of $(1,584,942), or 1,071.0%. 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 65,443,327 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 nine months ended September 30, 2007, net cash (used in) operating
      activities amounted to $966,580 when compared to net cash provided by operating
      activities of $164,933 for the same period in 2006. The increase in net cash
      used in operations was primarily due to the net loss for the period, increases
      in accounts receivable, prepaid expenses and deposits, and deferred revenue,
      offset by then impact of debt issuance costs and depreciation, and decreases
      in
      inventories, cost of uncompleted contracts in excess of billings, accounts
      payable - trade and accrued liabilities, and billings on uncompleted contracts
      in excess of related costs.





Net
      cash
      (used in) investing activities in 2007 primarily for the purchase of property
      and equipment amounted to $120,877. In 2007, net cash provided by financing
      activities amounted to $2,669,544 when compared to net cash used in financing
      activities of $94,759 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
      September 30, 2007, current liabilities exceeded current assets by
      $400,288, and the accumulated deficit amounted to $(3,044,671). **** 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) were 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 were 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.





On
      October 23, 2007, we entered into an amendment to the subscription agreement
      dated March 27, 2007. 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 March financing.





*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
      September 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 September 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 OfficerDate:
              November 14,
              2007




8