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





**FORM
      10-Q**




UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549





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





For
      the
      Quarterly Period ended September 30, 2008





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





Commission
      file number: 000-49950




**InRob
      Tech Ltd.**


(Exact
      name of Registrant as specified in its charter)




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




**1515
      Tropicana Ave, Suite 140**


**Las
      Vegas NV 89119**


**702-795-3601**


(Address
      of Principal Executive Offices, Zip code)





702-795-3601


(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 x No  ̈ .





Indicate
      by check mark whether the Registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting
      company.  See definition of “accelerated filer,” “large accelerated
      filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2
      of the Exchange Act.




Large accelerated filero
            Accelerated filero
            Non-accelerated filero
            Smaller reporting companyx





Indicate
      by check mark whether the Registrant is a shell company (as defined in Rule
      12b-2) of the Act. Yes  ̈ No x .





There
      were 380,000,000 shares of the Registrant's common stock outstanding as of
      November 14, 2008.













**INROB
        TECH LTD. AND SUBSIDIARY**
 **INDEX
        TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**
 
 Financial
                Statements-Consolidated
                  Balance Sheets as of September 30, 2008, and December 31,
                  2007
              
              F-2Consolidated
                  Statements of Operations and Comprehensive (Loss)for
                  the Three Months and Nine Months Ended September 30, 2008, and
                  2007
              
              F-3Consolidated
                  Statements of Cash Flows for theNine
                  Months Ended September 30, 2008, and 2007
              
              F-4Notes
                  to Consolidated Financial Statements September 30, 2008, and
                  2007
              
              F-6
  
 
 **INROB
        TECH LTD. AND SUBSIDIARY**
 **CONSOLIDATED
        BALANCE SHEETS (NOTE 2)**
 **AS
        OF SEPTEMBER 30, 2008, AND DECEMBER 31, 2007**
 **(Unaudited)**
 
 **2008**
              
              **2007****ASSETS****Current
                  Assets:**Cash
                  and cash equivalents
              
              $
              83,819
              
              $
              2,486,975Accounts
                  Receivable - Trade
              
              
              315,992
              
              
              360,650Inventories
              
              
              437,083
              
              
              507,744Cost
                  of uncompleted contracts in excess of billings
              
              
              163,064
              
              
              56,407Prepaid
                  expenses
              
              
              68,205
              
              
              19,574Total
                  current assets
              
              
              1,068,163
              
              
              3,431,350**Property
                  and Equipment:**Office
                  and computer equipment
              
              
              112,858
              
              
              99,885Furniture
                  and fixtures
              
              
              74,586
              
              
              65,335Vehicles
              
              
              579,828
              
              
              587,522Leasehold
                  improvements
              
              
              53,015
              
              
              43,760820,287
              
              
              796,502Less
                  - Accumulated depreciation and amortization
              
              
              (325,848
              )
              
              (352,700
              )Net
                  property and equipment
              
              
              494,439
              
              
              443,802**Other
                  Assets:**Deposits
                  and other
              
              
              1,085
              
              
              586Debt
                  issuance costs, net
              
              
              107,658
              
              
              368,572Loans
                  to related party companies
              
              
              289,654
              
              
              274,061Interest
                  receivable on loan to Director and stockholder
              
              
              60,748
              
              
              46,537Manufacturing
                  deposit
              
              
              2,978,000
              
              
              982,000Total
                  other assets
              
              
              3,437,145
              
              
              1,671,756**Total
                  Assets**
              
              $
              4,999,747
              
              $
              5,546,908**LIABILITIES
                  AND STOCKHOLDERS' (DEFICIT)****Current
                  Liabilities:**Bank
                  overdrafts
              
              $
              360,154
              
              $
              191,870Bank
                  loans and other debt, current portion
              
              
              77,811
              
              
              46,931Current
                  portion of convertible notes
              
              
              3,044,841
              
              
              3,715,389Accounts
                  payable - Trade
              
              
              275,461
              
              
              228,272Due
                  to related party - Director and stockholder
              
              
              -
              
              
              2,849Due
                  to related party - Affiliate company
              
              
              54,063
              
              
              2,880Billings
                  on uncompleted contracts in excess of costs
              
              
              117,993
              
              
              195,341Due
                  to related party - Investor group
              
              
              171,438
              
              
              178,438Accrued
                  liabilities
              
              
              342,267
              
              
              252,260Income
                  tax payable
              
              
              -
              
              
              19,643Deferred
                  revenue
              
              
              379,731
              
              
              532,573Total
                  current liabilities
              
              
              4,823,759
              
              
              5,366,446**Long-term
                  Debt, less current portion:**Bank
                  loans and other debt
              
              
              250,102
              
              
              183,792Convertible
                  notes
              
              
              -
              
              
              750,000Total
                  long-term debt
              
              
              250,102
              
              
              933,792Total
                  liabilities
              
              
              5,073,861
              
              
              6,300,238**Commitments
                  and Contingencies****Stockholders'
                  (Deficit):**Preferred
                  stock, par value $.0001 per share; 20,000,000 shares authorized;
                  1,000
                  Series A shares issued and outstanding
              
              
              -
              
              
              -Additional
                  paid-in capital
              
              
              150,000
              
              
              150,000Common
                  stock, par value $.0001 per share; 380,000,000 shares authorized;
                  380,000,000 and 79,134,307 shares issued and outstanding in 2008
                  and 2007,
                  respectively
              
              
              38,000
              
              
              7,913Additional
                  paid-in capital
              
              
              4,699,056
              
              
              3,010,977Less
                  - Loan receivable - Director and stockholder
              
              
              (475,000
              )
              
              (475,000
              )Accumulated
                  other comprehensive income
              
              
              53,774
              
              
              54,525Accumulated
                  (deficit)
              
              
              (4,539,944
              )
              
              (3,501,745
              )Total
                  stockholders' (deficit)
              
              
              (74,114
              )
              
              (753,330
              )**Total
                  Liabilities and Stockholders' (Deficit)**
              
              $
              4,999,747
              
              $
              5,546,908
 
 The
        accompanying notes to consolidated financial statements
 are
        an
        integral part of these consolidated balance sheets.
  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, 2008, AND 2007**
 **(Unaudited)**
 
 **Three
                  Months Ended**
              
              **Nine
                  Months Ended****September
                  30,**
              
              **September
                  30,****2008**
              
              **2007**
              
              **2008**
              
              **2007****Revenues:**Services
              
              $
              475,323
              
              $
              379,938
              
              $
              1,437,547
              
              $
              1,137,018Product
                  sales
              
              
              182
              
              
              60,701
              
              
              51,321
              
              
              284,768Total
                  revenues
              
              
              475,505
              
              
              440,639
              
              
              1,488,868
              
              
              1,421,786**Cost
                  of Goods Sold:**Services
              
              
              304,067
              
              
              363,560
              
              
              926,717
              
              
              1,216,144Product
                  sales
              
              
              61
              
              
              23,231
              
              
              17,107
              
              
              94,923Total
                  cost of goods sold
              
              
              304,128
              
              
              386,791
              
              
              943,824
              
              
              1,311,067**Gross
                  Profit**
              
              
              171,377
              
              
              53,848
              
              
              545,044
              
              
              110,719**Expenses:**General
                  and administrative
              
              
              184,599
              
              
              623,113
              
              
              981,979
              
              
              1,291,554Total
                  general and administrative expenses
              
              
              184,599
              
              
              623,113
              
              
              981,979
              
              
              1,291,554**(Loss)
                  from Operations**
              
              
              (13,222
              )
              
              (569,265
              )
              
              (436,935
              )
              
              (1,180,835
              )**Other
                  Income (Expense):**Interest
                  and other income
              
              
              58,730
              
              
              49,082
              
              
              74,384
              
              
              138,257Gain
                  on disposal of asset
              
              
              102
              
              
              -
              
              
              28,698
              
              
              -Loss
                  on disposal of asset
              
              
              (790
              )
              
              -
              
              
              (9,585
              )
              
              -Interest
                  (expense)
              
              
              (253,242
              )
              
              (371,251
              )
              
              (694,761
              )
              
              (687,331
              )Total
                  other income (expense)
              
              
              (195,200
              )
              
              (322,169
              )
              
              (601,264
              )
              
              (549,074
              )**(Loss)
                  before Income Taxes**
              
              
              (208,422
              )
              
              (891,434
              )
              
              (1,038,199
              )
              
              (1,729,909
              )**(Provision)
                  Benefit for income taxes**
              
              
              -
              
              
              -
              
              
              -
              
              
              -**Net
                  (Loss)**
              
              
              (208,422
              )
              
              (891,434
              )
              
              (1,038,199
              )
              
              (1,729,909
              )**Comprehensive
                  (Loss):**Israeli
                  currency translation
              
              
              6,389
              
              
              (6,383
              )
              
              (751
              )
              
              (3,025
              )**Total
                  Comprehensive (Loss)**
              
              $
              (202,033
              )
              $
              (897,817
              )
              $
              (1,038,950
              )
              $
              (1,732,934
              )**(Loss)
                  Per Common Share:**(Loss)
                  per common share - Basic and Diluted
              
              $
              (0.00
              )
              $
              (0.01
              )
              $
              (0.01
              )
              $
              (0.03
              )**Weighted
                  Average Number of Common Shares Outstanding During the Periods-
                  Basic and
                  Diluted**
              
              
              289,789,824
              
              
              67,289,465
              
              
              197,875,475
              
              
              65,221,781
  The
        accompanying notes to consolidated financial statements are
 an
        integral part of these consolidated statements.
  F-3
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS (NOTE 2)**
 **FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2008, AND 2007**
 **(Unaudited)**
 
 **Nine
                  Months Ended****September
                  30,****2008**
              
              **2007****Operating
                  Activities:**Net
                  (loss)
              
              $
              (1,038,199
              )
              $
              (1,729,909
              )Adjustments
                  to reconcile net (loss) to net cash(used
                  in) operating activities:Depreciation
                  and amortization
              
              
              113,244
              
              
              67,390Amortization
                  of debt issuance costs
              
              
              260,914
              
              
              218,937(Recovery
                  of) loss on contract
              
              
              -
              
              
              (39,141
              )(Gain)
                  Loss on sale of vehicles
              
              
              9,585
              
              
              1,177Changes
                  in net assets and liabilities-Accounts
                  receivable
              
              
              44,658
              
              
              (228,052
              )Inventories
              
              
              70,661
              
              
              286,031Cost
                  of uncompleted contracts in excess of billings
              
              
              (106,657
              )
              
              143,605Prepaid
                  expenses and deposits
              
              
              (49,130
              )
              
              (17,723
              )Manufacturing
                  contract deposit
              
              
              (1,996,000
              )
              
              -Accounts
                  payable - trade and accrued liabilities
              
              
              434,814
              
              
              339,589Billings
                  on uncompleted contracts in excess of related costs
              
              
              (77,348
              )
              
              83,685Deferred
                  revenue
              
              
              (152,842
              )
              
              (92,169
              )Income
                  taxes payable and other
              
              
              (19,643
              )
              
              -**Net
                  Cash (Used in) Operating Activities**
              
              
              (2,505,943
              )
              
              (966,580
              )**Investing
                  Activities:**Proceeds
                  from sale of vehicles
              
              
              62,035
              
              
              19,623Purchases
                  of and adjustments to property and equipment
              
              
              (235,501
              )
              
              (140,500
              )**Net
                  Cash (Used in) Investing Activities**
              
              
              (173,466
              )
              
              (120,877
              )**Financing
                  Activities:**Proceeds
                  from long-term debt
              
              
              144,145
              
              
              109,476Payments
                  on long-term debt
              
              
              (46,955
              )
              
              (49,407
              )Proceeds
                  from (offset to) bank overdrafts
              
              
              168,284
              
              
              93,962Proceeds
                  from issuance of convertible notes
              
              
              -
              
              
              3,000,000Debt
                  issuance costs - Convertible notes
              
              
              -
              
              
              (355,262
              )Proceeds
                  from (payments to) loan from related party - Investor
                  group
              
              
              (7,000
              )
              
              17,236Payments
                  on (advances to) Loan - Director and stockholder
              
              
              (19,940
              )
              
              (73,664
              )Received
                  from (loans to) related party companies
              
              
              38,470
              
              
              (72,797
              )**Net
                  Cash Provided by Financing Activities**
              
              
              277,004
              
              
              2,669,544**Effect
                  of Exchange Rate Changes on Cash**
              
              
              (751
              )
              
              (3,025
              )**Net
                  Increase (Decrease) in Cash**
              
              
              (2,403,156
              )
              
              1,579,062**Cash
                  and Cash Equivalents - Beginning of Period**
              
              
              2,486,975
              
              
              2,278,371**Cash
                  and Cash Equivalents - End of Period**
              
              $
              83,819
              
              $
              3,857,433
 
 The
        accompanying notes to consolidated financial statements are
 an
        integral part of these consolidated statements.
  F-4
 
 **INROB
        TECH LTD. AND SUBSIDIARY**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS (NOTE 2)**
 **FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2008, AND 2007**
 **(Unaudited)**
 
 **Supplemental
        Disclosures of Cash Flow Information:**
 
 **Nine
                  Months Ended****September
                  30,****2008**
              
              **2007**Cash
                  paid during the period for:Interest
              
              $
              32,499
              
              $
              35,173Income
                  taxes
              
              $
              -
              
              $
              -
 
 **Supplemental
        Information of Noncash Investing and Financing Activities:**
 
 During
        the nine-month periods ended September 30, 2008, and 2007, the Company issued
        300,965,693 shares and 8,546,776 shares of its common stock as payment of
        $1,420,548 and $1,382,292 of principal, and $297,620 and $139,784 of accrued
        interest on certain convertible notes, respectively.
 
 The
        accompanying notes to consolidated financial statements are
 an
        integral part of these consolidated statements.
  F-5
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(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.
 
 The
        consolidated financial statements as of September 30, 2008, 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.
  F-6
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**
 
 *Unaudited
        Interim Financial Statements*
 
 The
        interim consolidated financial statements as of September 30, 2008, and for
        the
        three-month and nine-month periods ended September 30, 2008, and 2007, 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, 2008, and the consolidated results
        of its
        operations and its cash flows for the three-month and nine-month periods
        ended
        September 30, 2008, and 2007. These results are not necessarily indicative
        of
        the results expected for the calendar year ending December 31, 2008. The
        accompanying consolidated financial statements and notes thereto do not reflect
        all disclosures required under accounting principles generally accepted in
        the
        United States of America. Refer to Inrob Tech Ltd.’s audited financial
        statements contained in its Annual Report on Form 10-KSB as of December 31,
        2007, 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.
  *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, 2008,
        no
        allowance for doubtful accounts was deemed necessary. While management uses
        the
        best information available upon which to base estimates, future adjustments
        to
        the allowance may be necessary if economic conditions differ substantially
        from
        the assumptions used for the purpose of analysis.
 
 *Revenue
        Recognition*
 
 The
        Company generates revenues from product sales and maintenance service
        contracts.
 
 Revenues
        from product sales are recognized on a completed-contract basis, in accordance
        with Staff Accounting Bulletin No. 104, “ *Revenue
        Recognition in Financial Statements* ”
(“SAB
        No. 104”) and Statement of Position 81-1, “ *Accounting
        for Performance of Construction-Type and Certain Production-Type
        Contracts.* ”
Revenue
        is recognized when delivery has occurred provided there is persuasive evidence
        of an agreement, acceptance tests results have been approved by the customer,
        the fee is fixed or determinable and collection of the related receivable
        is
        probable. Customers are billed, according to individual agreements, upon
        completion of the contract. All product costs are deferred and recognized
        on
        completion of the contract and customer acceptance. A provision is made for
        the
        amount of any expected loss on a contract at the time it is
        known.
  F-7
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**
 
 On-going
        maintenance service contracts are negotiated separately at an additional
        fee.
        The maintenance service is separate from the functionality of the products,
        which can function without on-going maintenance. Revenues relating to
        maintenance service contracts are recognized as the services are rendered
        ratably over the period of the related contract.
 
 The
        Company is not required to perform significant post-delivery obligations,
        does
        not provide warranties and does not allow product returns. As such, no provision
        is made for costs of this nature.
 
 The
        Company does not sell products with multiple deliverables. It is management’s
        opinion that EITF 00-21, “ *Revenue
        Arrangements With Multiple Deliverables,* ”
is
        not
        applicable.
  *Property
        and Equipment*
 
 The
        components of property and equipment are stated at cost. Property and equipment
        costs are depreciated or amortized for financial reporting purposes over
        the
        useful lives of the related assets by the straight-line method. Useful lives
        utilized by the Company for calculating depreciation or amortization are
        as
        follows:
 
 Computer
                  and office equipment
              
              5
                  to 10 yearsFurniture
                  and fixtures
              
              3
                  to 15 yearsVehicles
              
              5
                  to 6 yearsLeasehold
                  improvements
              
              10
                  years
 
 Upon
        disposition of an asset, its cost and related accumulated depreciation or
        amortization are removed from the accounts, and any resulting gain or loss
        is
        recognized.
 
 *Lease
        Obligations*
 
 All
        noncancellable leases with an initial term greater than one year are categorized
        as either capital or operating leases. Assets recorded under capital leases
        are
        amortized according to the same methods employed for property and equipment
        or
        over the term of the related lease, if shorter.
 
 *Impairment
        of Long-Lived Assets*
 
 The
        Company evaluates the recoverability of long-lived assets and the related
        estimated remaining lives when events or circumstances lead management to
        believe that the carrying value of an asset may not be recoverable. For the
        periods ended September 30, 2008, and 2007, no events or circumstances occurred
        for which an evaluation of the recoverability of long-lived assets was
        required.
  F-8
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**
 
 *Earnings
        (Loss) Per Common Share*
 
 Basic
        earnings (loss) per share is computed by dividing the net income (loss)
        attributable to the common stockholders by the weighted average number of
        shares
        of common stock outstanding during the period. Diluted earnings (loss) per
        share
        is computed similar to basic earnings (loss) per share except that the
        denominator is increased to include the number of additional common shares
        that
        would have been outstanding if the potential common shares had been issued
        and
        if the additional common shares were dilutive.
 
 *Common
        Stock Registration Expenses*
 
 The
        Company considers incremental costs and expenses related to the registration
        of
        equity securities with the SEC, whether by contractual arrangement as of
        a
        certain date or by demand, to be unrelated to original issuance transactions.
        As
        such, subsequent registration costs and expenses are reflected in the
        accompanying financial statements as general and administrative expenses,
        and
        are expensed as incurred.
 
 *Research
        and Development Costs*
 
 The
        Company conducts research and development activities for others under
        contractual arrangements. Research and development costs incurred under
        contractual arrangements are accounted for in accordance with Statement of
        Financial Accounting Standards No. 68, *“Research
        and Development Agreements”* (“SFAS
        No. 68”). All costs incurred under the contractual arrangements are deferred and
        recognized as cost of sales (product sales) upon completion of the contract
        work.
 
 *Deferred
        Offering Costs*
 
 The
        Company defers as other assets the direct incremental costs of raising capital
        until such time as the offering is completed. At the time of the completion
        of
        the offering, the costs are charged against the capital raised. Should the
        offering be terminated, deferred offering costs are charged to operations
        during
        the period in which the offering is terminated.
 
 *Debt
        Issuance Costs*
 
 The
        Company defers as other assets the costs associated with the issuance of
        debt
        instruments. Such costs are amortized as additional interest expense over
        the
        life of the related debt. During the period ended September 30, 2008, the
        Company amortized $260,914 of debt issuance costs related to convertible
        notes
        as additional interest expense.
 
 *Advertising
        and Promotion Costs*
 
 Advertising
        and promotion costs are charged to operations when incurred. For the periods
        ended September 30, 2008, and 2007, advertising and promotion costs amounted
        to
        $16,745 and $22,225, respectively.
  F-9
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**
 
 *Comprehensive
        Income (Loss)*
 
 The
        Company presents comprehensive income (loss) in accordance with Statement
        of
        Financial Accounting Standards No. 130, “ *Reporting
        Comprehensive Income”* (“SFAS
        No. 130”). SFAS No. 130 states that all items that are required to be recognized
        under accounting standards as components of comprehensive income (loss) be
        reported in the financial statements. For the periods ended September 30,
        2008,
        and 2007, 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
        No. 109”). Under SFAS No.109, deferred tax assets and liabilities are determined
        based on temporary differences between the bases of certain assets and
        liabilities for income tax and financial reporting purposes. The deferred
        tax
        assets and liabilities are classified according to the financial statement
        classification of the assets and liabilities generating the
        differences.
 
 The
        Company maintains a valuation allowance with respect to deferred tax assets.
        The
        Company establishes a valuation allowance based upon the potential likelihood
        of
        realizing the deferred tax asset and taking into consideration the Company’s
        financial position and results of operations for the current period. Future
        realization of the deferred tax benefit depends on the existence of sufficient
        taxable income within the carryforward period under the Federal tax
        laws.
 
 Changes
        in circumstances, such as the Company generating taxable income, could cause
        a
        change in judgment about the realizability of the related deferred tax asset.
        Any change in the valuation allowance will be included in income in the year
        of
        the change in estimate.
 
 *Foreign
        Currency Translation*
 
 The
        Company accounts for foreign currency translation pursuant to SFAS No. 52,
        “ *Foreign
        Currency Translation”* (“SFAS
        No. 52”). The Company’s functional currency is the Israeli New Shekel. Under
        SFAS No. 52, all assets and liabilities are translated into United States
        dollars using the current exchange rate at the end of each fiscal period.
        Revenues and expenses are translated using the average exchange rates prevailing
        throughout the respective periods. Translation adjustments are included in
        other
        comprehensive income (loss) for the period. Certain transactions of the Company
        are denominated in United States dollars. Translation gains or losses related
        to
        such transactions are recognized for each reporting period in the related
        statement of operations and comprehensive income (loss).
  F-10
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**
 
 *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, 2008, 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 of America. 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,
        2008, and consolidated revenues and expenses for the periods ended September
        30,
        2008, and 2007. Actual results could differ from those estimates made by
        management.
 
 **(2)**  **Going
        Concern**
 
 During
        the period ended September 30, 2008, and subsequent thereto, Inrob Tech
        continued its operations, business expansion, and capital formation activities
        through the issuance of convertible debt. On November 15, 2006, the Company
        completed a subscription agreement with a group of accredited investors for
        the
        issuance of Convertible Notes in the amount of $3,000,000. The maturity date
        of
        the Convertible Notes is two years from the date of issuance – November 15,
        2008. Net proceeds to the Company amounted to $2,659,500, after deducting
        debt
        issuance costs. On March 27, 2007, the Company effected a second subscription
        agreement with a group of accredited investors for the issuance of Convertibles
        Notes also in the amount of $3,000,000. The maturity date of the second issuance
        of Convertible Notes is two years from the date of issuance – March 27, 2009.
        The second transaction was completed under essentially the same terms and
        conditions as the first issuance. In additional, under the terms of the
        transactional documents, all rights and benefits to be granted to the investor
        (including the security interest) are identical to and are intended to be
        shared
        equally with the holders of the Convertible Notes and warrants issued by
        the
        Company as of November 15, 2006. Proceeds from the second subscription agreement
        amounted to approximately $2,594,738 after debt issuance costs.
 
 While
        management of the Company believes that the Company will be successful in
        increasing its working capital from operations and the generation of additional
        business revenues from new and existing clients, there can be no assurance
        that
        the Company will be able to generate the funds needed to meet its debt and
        working capital obligations under its business plan, or be successful in
        the
        sale of its products and services to generate sufficient revenues to allow
        the
        Company to achieve profitability, and to sustain its
        operations.
  F-11
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**
 
 
 The
        accompanying financial statements have been prepared in conformity with
        accounting principles generally accepted in the United States of America,
        which
        contemplate continuation of the Company as a going concern. The Company has
        incurred significant operating losses through September 30, 2008, and has
        insufficient cash resources and 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, 2008, inventories consisted of the following:
  2008Work
                  in progress
              
              $
              386,161Materials
              
              
              50,922Total
              
              $
              437,083
 
 **(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
        percent per annum, and is payable to Inrob Israel on demand. As of September
        30,
        2008, the balance owed on the loan plus accrued interest amounted to $535,748.
        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)**  **Loans
        to and Interest Receivable from Related Parties**
  Loans
        to
        related party entities bear interest at a variable rate equivalent to the
        minimum rate allowed by the Israel Income Tax Ordinance (4%), are unsecured,
        and
        are 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 $60,748 as of September 30, 2008. The following
        summarizes the amounts receivable as of September 30, 2008:
  F-12
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**
 
 2008Ben-Tsur
                  Joseph Holdings Ltd.
              
              $
              289,654Totals
              
              $
              289,654
 
 **(6)**  **Bank
        Indebtedness**
 
 The
        Company has certain loans and bank arrangements to fund its operations in
        Israel
        which begin to mature in early 2009.
 
 **(7)**  **Manufacturing
        Deposit**
 
 On
        December 24, 2007, the Company through its wholly owned subsidiary, Inrob
        Philippines, Incorporated, entered into a Manufacturing Agreement with CP
        Communications Services, Inc. (“CPCOM”), a Philippines corporation located in
        Makati City, Philippines. The Agreement provides
        for the lease of the use of CPCOM's premises on a full turnkey
        basis. Under
        the terms of the Agreement, CPCOM is committing to manufacture, and the Company
        has the right to order products with a total value of up to $28,500,000.
        In
        order to secure this right, the Company was required to pay to CPCOM the
        amount
        of $2,950,000, of which $1,000,000 was due by December 31, 2007, with the
        balance due and payable by March 31, 2008. The Agreement will remain in effect
        for an unlimited period of time. However, the Agreement may be terminated
        by the
        Company at any time for any reason upon ten days prior notice without refund
        of
        any amounts paid to CPCOM. As of December 31, 2007, the Company had paid
        $980,000 to CPCOM, which was considered as satisfaction of the $1,000,000
        obligation. As of March 31, 2008, the remaining amount due of $1,970,000
        was
        paid by the Company to CPCOM. As of September 30, 2008, the total non-refundable
        deposit paid to CPCOM amounted to $2,978,000, and was classified as a
        manufacturing deposit in the accompanying consolidated balance
        sheets.
 
 **(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 eight percent convertible notes (the “Convertible
        Notes”) in the principal amount of $3,000,000. The maturity date of the
        Convertible Notes is two years from the date of issuance – November 15,
        2008.
 
 Payments
        amortizing the outstanding principal amount and related interest under the
        Convertible Notes will commence on the third month anniversary date of the
        date
        of issuance (February 15, 2007) and on the same day of each month thereafter
        until the principal amount and interest have been repaid in full. On each
        repayment date, the Company is required to make payments to the investors
        in the
        amount of 4.76 percent of the initial principal amount and all interest accrued
        on the Convertible Notes as of the repayment date. Upon an event of default,
        the
        interest rate will automatically be increased to 15 percent. At the Company’s
        election, monthly repayments may be made (i) in cash in an amount equal to
        115
        percent of the principal amount component of the monthly payment, and 100
        percent of all other components, or (ii) in shares of registered common stock
        of
        the Company at a conversion price equal to the lesser of (a) $0.25, or (b)
        75
        percent of the average of the closing bid price of the common stock of the
        Company as reported by Bloomberg L.P. for the common stock’s principal market
        for the five trading days preceding the date a notice of conversion given
        to the
        Company after the Company notifies the holder of the Convertible Notes of
        its
        election to make a monthly repayment in shares of registered common
        stock.
  F-13
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**
 
 Provided
        there is no default under the Convertible Notes, the Company may prepay the
        outstanding principal amount of the Convertible Notes at a 20 percent premium,
        together with accrued but unpaid interest thereon and any and all other sums
        due.
 
 The
        investors have a right to convert the Convertible Notes into registered shares
        of common stock of the Company at $0.25 per share. Upon an event of default,
        the
        conversion price shall be the lesser of $0.25 or 75 percent of the average
        of
        the closing bid prices of the common stock of the Company for the five trading
        days prior to a conversion date. No conversions may take place if it would
        cause
        an investor to become the beneficial owner of more than 4.99 percent of the
        outstanding shares of common stock of the Company, which limitation is subject
        to waiver by an investor upon 61 days prior written notice to the
        Company.
 
 The
        Company has granted a security interest in all of its assets, and the assets
        of
        Inrob Israel to secure its obligations under the Convertible Notes. Further,
        in
        connection with the Convertible Note transaction, the Company has determined
        that there was no beneficial conversion feature recorded.
 
 The
        Company also issued Class A warrants to purchase 6,000,000 shares of the
        Company’s common stock at $0.40 per share and Class B warrants to purchase
        6,000,000 shares of the Company’s common stock at $0.50 per share. All warrants
        are exercisable for a period of five years following the effective date of
        a
        registration statement filed with the SEC, which the Company agreed to
        complete.
 
 The
        Company filed a Registration Statement on Form SB-2 with the SEC on December
        20,
        2006, to register 18,405,000 shares of common stock related to the Convertible
        Notes. The Registration Statement was declared effective by the SEC on January
        11, 2007.
 
 In
        connection with the issuance of the Convertible Notes, the Company incurred
        $340,500 in debt issuance costs, which included $300,000 paid in cash as
        a
        finder’s fee. The Company is obligated to pay additional finder’s fees in the
        amount of ten percent of the proceeds generated from the exercise of Class
        A and
        Class B warrants. In addition, the Company also issued 1,200,000 warrants
        to the
        finder (similar to and carrying the same rights as the Class A warrants issued
        to the investors in the Convertible Notes) to purchase a like number of shares
        of common stock of the Company for $0.25 per share. Such warrants are
        exercisable for a period of five years following the effective date of the
        Registration Statement filed by the Company with the SEC.
  F-14
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(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-month periods ended September 30, 2008, and 2007, the Company issued
        300,965,693 shares and 8,546,776 shares of its common stock as payment of
        $1,420,548, and $1,382,292 of principal and $297,620, and $139,784 of accrued
        interest related to Convertible Notes, respectively.
 
 **(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.
  F-15
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**
 
 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 registration statement
        filed with the SEC. As described in Note 8, effective October 23, 2007, the
        exercise price of the warrants pertaining to the second issuance of Convertible
        Notes was reduced to $0.25 and their expiration date was fixed at the sixth
        anniversary of the closing date of the March 2007 second issuance of Convertible
        Notes.
 
 On
        July
        25, 2008, the Company filed a Preliminary Information Statement on Schedule
        14C
        with the SEC. The shareholders of the Company were requested to approve the
        following actions: (1) to amend the Company's Articles of Incorporation in
        order
        to increase the number of authorized shares of common stock, par value $.0001
        per share, of the Company from 380,000,000 shares to 1,000,000,000 shares;
        and
        (2) to amend the Company’s Articles of Incorporation to effect a reverse stock
        split of all of the outstanding shares of common stock of the Company at
        a ratio
        of 1 for 500. The Company will mail to the shareholders of record as of August
        1, 2008, the information presented in the Schedule 14C, and the above mentioned
        actions will be taken 20 days after the mailing.
 
 As
        of
        July 15, 2008, the Company had 380,000,000 shares of common stock issued
        and
        outstanding, par value $.0001 per share, of an authorized 380,000,000 shares
        of
        common stock. Until the increase in authorized shares and reverse stock split
        are effected as described above, the Company is unable to issue shares of
        its
        common stock. Due to this inability to issue additional shares of common
        stock,
        the Company may become delinquent on various obligations.
  F-16
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**
 
 **(10)**  **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. The management agreement does not
        have
        a specific completion date, but may be terminated by either party on written
        notice of three months.
 
 As
        described in Note 9 above, in July 2005, Inrob Israel purchased, on behalf
        of
        Ben-Tsur Joseph, its President, Director, and sole stockholder, 2,057,415
        shares
        of common stock of Inrob Tech in connection with the reverse merger. The
        amount
        of consideration provided by Inrob Israel for the shares was $475,000.
        Thereafter, Mr. Joseph entered into a Share Transfer and Loan Agreement with
        Inrob Israel whereby the company transferred to Mr. Joseph 2,057,415 shares
        of
        the common stock of Inrob Tech in exchange for a promissory note issued by
        Mr.
        Joseph in the amount of $475,000. The promissory note carries an interest
        rate
        of four 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.
 
 **(11)**  **Commitments
        and Contingencies**
 
 The
        Company is a party to various operating lease agreements for office space,
        warehouse space, and automobiles.
 
 **(12)**  **Recent
        Accounting Pronouncements**
 
 In
        February 2007, the FASB issued SFAS No. 159, " *The
        Fair Value Option for Financial Assets and Financial Liabilities – Including an
        Amendment of FASB Statement No. 115* "
        (SFAS
        No. 159), which permits entities to measure many financial instruments and
        certain other items at fair value that are not currently required to be measured
        at fair value. An entity would report unrealized gains and losses on items
        for
        which the fair value option has been elected in earnings at each subsequent
        reporting date. The objective is to improve financial reporting by providing
        entities with the opportunity to mitigate volatility in reported earnings
        caused
        by measuring related assets and liabilities differently without having to
        apply
        complex hedge accounting provisions. The decision about whether to elect
        the
        fair value option is applied instrument by instrument, with a few exceptions;
        the decision is irrevocable; and it is applied only to entire instruments
        and
        not to portions of instruments. SFAS No. 159 requires disclosures that
        facilitate comparisons (a) between entities that choose different measurement
        attributes for similar assets and liabilities and (b) between assets and
        liabilities in the financial statements of an entity that selects different
        measurement attributes for similar assets and liabilities. SFAS No. 159 is
        effective for financial statements issued for fiscal years beginning after
        November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
        year provided the entity also elects to apply the provisions of SFAS No.
        157.
        Upon implementation, an entity shall report the effect of the first
        re-measurement to fair value as a cumulative-effect adjustment to the opening
        balance of retained earnings. Since the provisions of SFAS No. 159 are applied
        prospectively, any potential impact will depend on the instruments selected
        for
        fair value measurement at the time of implementation. The management of the
        Company is currently evaluating the impact, if any, that the adoption of
        SFAS
        No. 159 will have on its financial statements.
  F-17
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**
  In
        December 2007, the FASB issued SFAS No. 160, *“Noncontrolling
        Interests in Consolidated Financial Statements – an amendment of ARB No. 51”* (“SFAS
        No. 160”), ** which
        establishes accounting and reporting standards to improve the relevance,
        comparability, and transparency of financial information in its consolidated
        financial statements. This is accomplished by requiring all entities, except
        not-for-profit organizations, that prepare consolidated financial statements
        to
        (a) clearly identify, label, and present ownership interests in subsidiaries
        held by parties other than the parent in the consolidated statement of financial
        position within equity, but separate from the parent’s equity; (b) clearly
        identify and present both the parent’s and the noncontrolling’s interest
        attributable consolidated net income on the face of the consolidated statement
        of income; (c) consistently account for changes in parent’s ownership interest
        while the parent retains it controlling financial interest in subsidiary
        and for
        all transactions that are economically similar to be accounted for similarly;
        (d) measure of any gain, loss, or retained noncontrolling equity at fair
        value
        after a subsidiary is deconsolidated; and (e) provide sufficient disclosures
        that clearly identify and distinguish between the interests of the parent
        and
        the interests of the noncontrolling owners. This Statement also clarifies
        that a
        noncontrolling interest in a subsidiary is an ownership interest in the
        consolidated entity that should be reported as equity in the consolidated
        financial statements. SFAS No. 160 is effective for fiscal years and interim
        periods on or after December 15, 2008. The management of the Company does
        not
        expect the adoption of this pronouncement to have a material impact on its
        financial statements.
 
 In
        March
        2008, the FASB issued FASB Statement No. 161, *“Disclosures
        about Derivative Instruments and Hedging Activities – an amendment of FASB
        Statement 133”* (“SFAS
        No. 161”). SFAS No. 161 enhances required disclosures regarding derivatives and
        hedging activities, including enhanced disclosures regarding how: (a) an
        entity
        uses derivative instruments; (b) derivative instruments and related hedged
        items
        are accounted for under FASB No. 133, *“Accounting
        for Derivative Instruments and Hedging Activities”* ;
        and (c)
        derivative instruments and related hedged items affect an entity’s financial
        position, financial performance, and cash flows. Specifically, FASB No. 161
        requires:
 
 ●
              Disclosure
                  of the objectives for using derivative instruments be disclosed
                  in terms
                  of underlying risk and accounting
                  designation;
 ●
              Disclosure
                  of the fair values of derivative instruments and their gains and
                  losses in
                  a tabular format;
 ●
              Disclosure
                  of information about credit-risk-related contingent features;
                  and
 ●
              Cross-reference
                  from the derivative footnote to other footnotes in which
                  derivative-related information is
                  disclosed.
  F-18
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**
  FASB
        No.
        161 is effective for fiscal years and interim periods beginning after November
        15, 2008. Earlier application is encouraged. The management of the Company
        does
        not expect the adoption of this pronouncement to have a material impact on
        its
        financial statements.
 
 In
        May
        2008, the FASB issued FASB Statement No. 162, “ *The
        Hierarchy of Generally Accepted Accounting Principles* ”
(“SFAS
        No. 162”). SFAS No. 162 identifies the sources of accounting principles and the
        framework for selecting the principles used in the preparation of financial
        statements of nongovernmental entities that are presented in conformity with
        generally accepted accounting principles in the United States of America.
        The
        sources of accounting principles that are generally accepted are categorized
        in
        descending order as follows:
 
 a)
              FASB
                  Statements of Financial Accounting Standards and Interpretations,
                  FASB
                  Statement 133 Implementation Issues, FASB Staff Positions, and
                  American
                  Institute of Certified Public Accountants (AICPA) Accounting Research
                  Bulletins and Accounting Principles Board Opinions that are not
                  superseded
                  by actions of the FASB.
 
 b)
              FASB
                  Technical Bulletins and, if cleared by the FASB, AICPA Industry
                  Audit and
                  Accounting Guides and Statements of
                  Position.
 
 c)
              AICPA
                  Accounting Standards Executive Committee Practice Bulletins that
                  have been
                  cleared by the FASB, consensus positions of the FASB Emerging Issues
                  Task
                  Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts
                  (EITF D-Topics).
 
 d)
              Implementation
                  guides (Q&As) published by the FASB staff, AICPA Accounting
                  Interpretations, AICPA Industry Audit and Accounting Guides and
                  Statements
                  of Position not cleared by the FASB, and practices that are widely
                  recognized and prevalent either generally or in the
                  industry.
 
 On
        May
        26, 2008, the FASB issued FASB Statement No. 163, “ *Accounting
        for Financial Guarantee Insurance Contracts* ”
(“SFAS
        No. 163”). SFAS No. 163 clarifies how FASB Statement No. 60, “ *Accounting
        and Reporting by Insurance Enterprises* ”
(“SFAS
        No. 60”), applies to financial guarantee insurance contracts issued by insurance
        enterprises, including the recognition and measurement of premium revenue
        and
        claim liabilities. It also requires expanded disclosures about financial
        guarantee insurance contracts.
 
 The
        accounting and disclosure requirements of SFAS No. 163 are intended to improve
        the comparability and quality of information provided to users of financial
        statements by creating consistency. Diversity exists in practice in accounting
        for financial guarantee insurance contracts by insurance enterprises under
        SFAS
        No. 60, “ *Accounting
        and Reporting by Insurance Enterprises.* ”
That
        diversity results in inconsistencies in the recognition and measurement of
        claim
        liabilities because of differing views about when a loss has been incurred
        under
        FASB Statement No. 5, “ *Accounting
        for Contingencies* ”
(“SFAS
        No. 5”). SFAS No. 163 requires that an insurance enterprise recognize a claim
        liability prior to an event of default when there is evidence that credit
        deterioration has occurred in an insured financial obligation. It also requires
        disclosure about (a) the risk-management activities used by an insurance
        enterprise to evaluate credit deterioration in its insured financial obligations
        and (b) the insurance enterprise’s surveillance or watch list.
  F-19
  **INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**
 
 SFAS
        No.
        163 is effective for financial statements issued for fiscal years beginning
        after December 15, 2008, and all interim periods within those fiscal years,
        except for disclosures about the insurance enterprise’s risk-management
        activities. Disclosures about the insurance enterprise’s risk-management
        activities are effective the first period beginning after issuance of SFAS
        No.
        163. Except for those disclosures, earlier application is not permitted.
        Management of Inrob Tech does not expect the adoption of this pronouncement
        to
        have material impact on its financial statements.
  F-20




**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.








**RESULTS
      OF OPERATIONS:**




**Three
      Months Ended September 30, 2008 Compared to Three Months Ended September 30,
      2007**




*Revenues-*




For
      the
      three months ended September 30, 2008, the Company recognized $475,505 in
      revenues compared to $440,639 for the same period in 2007, which resulted in
      an
      overall increase of $34,866, or 7.9%. The overall increase in revenues resulted
      primarily from an increase in services from $379,938 in 2007 to $475,323 in
      2008, an increase of $93,385 or 25.1%. Product sales decreased from $60,701
      in
      2007 to $182 in 2008, a decrease of 99.7%. 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 $304,128 compared to $386,791 for the same period in
      2007, resulting in a decrease of $82,663, or 21.4%. The decrease was primarily
      attributed to reductions in salaries and wages, repairs and maintenance,
      insurance expenses offset by an increase in purchases and occupancy
      costs.




*General
      and Administrative Expenses-*




General
      and administrative expenses decreased from $623,113 in 2007, to $184,599 for
      the
      same period in 2008, resulting in an overall decrease of $438,514, or 70.4%.
      The
      decrease was primarily attributed to decreases in office expenses, telephone
      and
      communications expenses, professional fees, and repairs and maintenance costs,
      offset by increases in salaries and wages, auto expenses, depreciation, and
      insurance expenses.




*Other
      Income (Expense)-*




Other
      income (expense) for the three months ended September 30, 2008 amounted to
      an
      expense of $195,200, from an expense of $322,169 for the same period in 2007.
      The decrease of $126,969 was primarily attributable to a decrease in interest
      expense of $118,009, an increase in interest income of $9,648, offset by an
      increase in loss on disposal of fixed assets of $688.




*Net
      (Loss)-*




Net
      (Loss) for the three months ended September 30, 2007 went from a net loss of
      $(891,434) in 2007 to a net loss of $(208,422) for the same period in 2008. The
      decrease in the loss of $683,012, or 76.6%, was due to the net impact of the
      items described previously in 2008.




*Comprehensive
      (Loss)-*




Comprehensive
      (loss) for the three months ended September 30, 2008, decreased from a
      comprehensive loss of $(897,817) in 2007 to a comprehensive loss of $(202,033)
      in 2008, for an overall loss decrease of $695,784, or 77.5%. The decrease 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 67,289,465
      in 2007 to 289,789,824 in 2008. 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, 2008 Compared to Nine Months Ended September 30,
      2007**




*Revenues-*




For
      the
      nine months ended September 30, 2008, the Company recognized $1,488,868 in
      revenues compared to $1,421,786 for the same period in 2007, which resulted
      in
      an overall increase of $67,082, or 4.7%. The overall increase in revenues
      resulted primarily from an increase in services from $1,137,018 in 2007 to
      $1,437,547 in 2008, and increase of $300,529 or 26.4%. Product sales decreased
      from $284,768 in 2007 to $51,321 in 2008, a decrease of $233,447, or 82.0%.
      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 $943,824 in 2008, compared to $1,311,067 for the same
      period in 2007, resulting in a decrease of $367,243, or 28.0%. The decrease
      was
      primarily attributed to decreases in management fees, telephone and
      communications expenses, professional fees, depreciation expense, and auto
      expenses offset by increases in travel and insurance expenses.




*General
      and Administrative Expenses-*




General
      and administrative expenses decreased from $1,291,554 in 2007, to $981,979
      for
      the same period in 2008, resulting in an overall decrease of $309,575, or 24.0%.
      The decrease was primarily attributed to decreases in management salaries,
      office and supply expenses, professional fees, promotion and business expansion
      expenses, realized losses on foreign exchange transactions, auto transportation
      expenses, and depreciation expenses, offset by increases in advertising, repairs
      and maintenance, and travel.




*Other
      Income (Expense)-*




Other
      income (expense) for the nine months ended September 30, 2008 amounted to an
      expense of $601,264, from an expense of $549,074 for the same period in 2007.
      The increase in other expense of $52,190 was primarily attributable to an
      increase in interest expense of $7,430 related to the Company’s convertible
      notes and a decrease in interest and other income of $44,760.




*Net
      (Loss)-*




Net
      (Loss) for the nine months ended September 30, 2008 went from a loss of
      $(1,729,909) in 2007 to a net loss of $(1,038,199). The decrease in the loss
      of
      $691,710, or 40.0%, was due to the net impact of the items described previously
      in 2008.




*Comprehensive
      (Loss)-*




Comprehensive
      (loss) for the nine months ended September 30, 2008, decreased from a
      comprehensive loss of $(1,732,934) in 2007 to a comprehensive loss of
      $(1,038,199) in 2008, for an overall loss increase of $693,984, or 40.0%. The
      decrease 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 65,221,781
      in 2007 to 197,875,475 in 2008. 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.




**Liquidity
      and Financial Resources**





During
      the nine months ended September 30, 2008, net cash (used in) operating
      activities amounted to $2,505,943 when compared to net cash (used in) operating
      activities of $966,580 for the same period in 2007. The increase in net cash
      used in operations was primarily due to the net loss for the period, increases
      in cost of uncompleted contracts in excess of billings, prepaid expenses, and
      a
      manufacturing contract deposit, offset by the impact of debt issuance costs
      and
      depreciation, and decreases in accounts receivable, inventories and accounts
      payable – trade and accrued liabilities




Net
      cash
      (used in) investing activities in 2008 was primarily for the purchase of
      property and equipment and amounted to $173,466. In 2008, net cash provided
      by
      financing activities amounted to $277,004 when compared to net cash provided
      by
      financing activities of $2,669,544 for the same period in 2007. The decrease
      was
      primarily due to the fact that during 2007 the company received $3,000,000
      in
      proceeds obtained from the issuance of convertible notes offset by $355,262
      in
      debt issuance costs.





As
      of
      September 30, 2008, current liabilities exceeded current assets by
      $3,755,596, and the accumulated deficit amounted to $(4,539,944). **** We
      believe that our current cash on hand as of September 30, 2008, is not
      sufficient to sustain our operations for at least the next twelve months, and
      we
      will be required to obtain additional sources of debt and equity in the near
      future.




We
      cannot
      ensure that we will achieve sufficient growth or obtain sufficient financing
      to
      develop profitable operations prior to utilizing all of our current capital
      resources. We are currently investigating various ways to raise additional
      financing to sustain our operations. These financings may involve the issuance
      of additional debt or equity securities or a combination thereof. Any such
      issuances may have a dilutive effect on our current shareholders’ interests.
      There can be no assurance that we will be successful in our attempts to raise
      additional financing or that such additional financing will actually improve
      our
      operating results. If these financing programs are not successful in raising
      the
      capital we need, it may be necessary to curtail, or cease entirely our
      operations.









**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 that was filed in connection with this financing
      transaction.




*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 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.





Currently
      available cash will not be sufficient to sustain our operations. Unless we
      raise
      significant additional funds, we may be required to curtail our operations
      or
      cease to be a going concern. There can be no assurance that we will be able
      to
      raise additional funds on acceptable terms, if at all. If additional funds
      are
      raised through the issuance of equity or convertible debt securities, the
      percentage ownership of our shareholders will be reduced, shareholders may
      experience additional dilution and such securities may have rights, preferences,
      and privileges senior to those of our common stock.





**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 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, 2008. Based on such evaluation, management has concluded that
      the
      disclosure controls and procedures were effective September 30, 2008, for
      their intended purpose described above. There were no changes to the internal
      controls during the three-month period ended September 30, 2008, 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.





**PART
      II - OTHER INFORMATION**





**Item
      1. LEGAL PROCEEDINGS.**





On
      January 20, 2008, the Israeli Antitrust authorities searched the Company's
      offices and questioned members of the Company's management in connection with
      an
      investigation involving allegations of price fixing.  The Antitrust
      authority has recently notified the Company that it had obtained the materials
      that it was looking for and will notify the Company whether or not it will
      take
      further action against the Company or its officers.  The Company is not
      aware of any wrongdoing on its part or on the part of any individuals involved
      with the Company.





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.**




None.





**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





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, 2008