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





Form
      10-QSB




UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549





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





For
      the
      Quarterly Period ended March 31, 2007





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





Commission
      file number: 000-49950




**Inrob
      Tech Ltd.**


(Exact
      name of registrant as specified in its charter)




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




**1515
      Tropicana Ave, Suite 140**


**Las
      Vegas NV 89119**


**702-795-3601**


(Address
      of Principal Executive Offices, Zip code)





702-795-3601


(Issuers’
      Telephone Number)





Indicate
      by check mark whether the registrant: (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      past 12 months (or for such shorter period that the registrant was required
      to
      file such reports), and (2) has been subject to such filing requirements for
      the
      past 90 days.   Yes x No o





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


Yes o No x





There
      were 63,796,891 shares
      of
      the registrant’s common stock, $.0001 par value, outstanding as of May 16,
      2007.












**INROB
      TECH LTD.**


**FORM
      10-QSB**





**INDEX**





PagePart
              I - FINANCIAL INFORMATIONItem
                1. Financial Statements (Unaudited)
            
            F-1Consolidated
                Balance Sheet
            
            F-2Consolidated
                Statements of Operations
            
            F-3Consolidated
                Statements of Cash Flows
            
            F-4Notes
                to Consolidated Financial Statements
            
            F-6Item
                2. Management’s Discussion and Analysis or Plan of
                Operations
            
            3Item
                3. Controls and Procedures
            
            5Part
                II. OTHER INFORMATIONItem
                1. Legal Proceedings
            
            7Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            7Item
                3. Defaults Upon Senior Securities
            
            7Item
                4. Submission Of Matters To A Vote of Security Holders
            
            7Item
                5. Other Information
            
            7Item
                6. Exhibits
            
            7Signatures
            
            8Certifications









**PART
      I - FINANCIAL INFORMATION**




**Item
      1. FINANCIAL STATEMENTS**




**INROB
      TECH LTD.**





**INDEX
      TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2007 and 2006**


**(Unaudited)**





Financial
      Statements-


Consolidated
                Balance Sheet as of March 31, 2007
            F-2Consolidated
                Statements of Operations and Comprehensive (Loss) for the Three
                MonthsEnded
                March 31, 2007, and 2006
            F-3Consolidated
                Statements of Cash Flows for the Three Months EndedMarch
                31, 2007, and 2006
            F-4Notes
                to Consolidated Financial Statements March 31, 2007, and
                2006
            F-6





F-1





**INROB
                  TECH LTD. AND SUBSIDIARY****CONSOLIDATED
                  BALANCE SHEET (NOTE 2)****AS
                  OF MARCH 31, 2007****(Unaudited)**
  **2007****ASSETS****Current
                  Assets:**Cash
                  and cash equivalents
              
              $
              4,731,782Accounts
                  Receivable-Trade
              
              
              304,396Employees
                  and other
              
              
              4,816Less
                  - Allowance for doubtful accounts
              
              
              -Inventories
              
              
              403,523Cost
                  of uncompleted contracts in excess of billings
              
              
              86,915Prepaid
                  expenses
              
              
              23,613Total
                  current assets
              
              
              5,555,045**Property
                  and Equipment:**Office
                  and computer equipment
              
              
              89,288Furniture
                  and fixtures
              
              
              60,487Vehicles
              
              
              351,053Leasehold
                  improvements
              
              
              40,513541,341Less
                  - Accumulated depreciation and amortization
              
              
              (308,143
              )Net
                  property and equipment
              
              
              233,198**Other
                  Assets:**Deposits
                  and other
              
              
              2,183Debt
                  issuance costs, net
              
              
              629,486Loans
                  to and interest receivable from related parties
              
              
              271,139Total
                  other assets
              
              
              902,808**Total
                  Assets**
              
              $
              6,691,051**LIABILITIES
                  AND STOCKHOLDERS' (DEFICIT)****Current
                  Liabilities:**Bank
                  overdrafts
              
              $
              57,591Bank
                  loans and other debt, current portion
              
              
              31,848Current
                  portion of convertible notes
              
              
              3,161,400Accounts
                  payable - Trade
              
              
              312,150Due
                  to related party - Director and stockholder
              
              
              76,626Due
                  to related party company
              
              
              40,573Billings
                  on uncompleted contracts in excess of costs
              
              
              282,131Due
                  to related party - Investor group
              
              
              172,126Accrued
                  liabilities
              
              
              343,102Deferred
                  revenue
              
              
              620,400Total
                  current liabilities
              
              
              5,097,947**Long-term
                  Debt, less current portion:**Bank
                  loans and other debt
              
              
              5,870Convertible
                  notes
              
              
              2,300,500Total
                  long-term debt
              
              
              2,306,370Total
                  liabilities
              
              
              7,404,317**Commitments
                  and Contingencies****Stockholders'
                  (Deficit):**Preferred
                  stock, par value $.0001 per share; 20,000,000 sharesauthorized;
                  1,000 Series A shares issued and outstanding
              
              
              -Additional
                  paid-in capital
              
              
              150,000Capital
                  stock, par value $.0001 per share; 380,000,000 sharesauthorized;
                  63,796,891 shares issued and outstanding
              
              
              6,380Additional
                  paid-in capital
              
              
              1,521,694Less
                  - Loan receivable - Director and stockholder
              
              
              (475,000
              )Accumulated
                  other comprehensive income
              
              
              134,204Accumulated
                  (deficit)
              
              
              (2,050,544
              )Total
                  stockholders' (deficit)
              
              
              (713,266
              )**Total
                  Liabilities and Stockholders' (Deficit)**
              
              $
              6,691,051


The
      accompanying notes to financial statements


are
      an
      integral part of this balance sheet.





F-2





**INROB
                  TECH LTD. AND SUBSIDIARY****CONSOLIDATED
                  STATEMENTS OF OPERATIONS AND****COMPREHENSIVE
                  INCOME (LOSS) (NOTE 2) FOR THE****THREE
                  MONTHS ENDED MARCH 31, 2007, AND 2006****(Unaudited)**
  **Three
                  Months Ended****March
                  31,****2007**
              
              **2006****Revenues:**Services
              
              $
              338,963
              
              $
              450,834Product
                  sales
              
              
              104,337
              
              
              115,390Total
                  revenues
              
              
              443,300
              
              
              566,224**Cost
                  of Goods Sold:**Services
              
              
              548,677
              
              
              274,608Product
                  sales
              
              
              34,779
              
              
              52,093Total
                  cost of goods sold
              
              
              583,456
              
              
              326,701**Gross
                  Profit (Deficit)**
              
              
              (140,156
              )
              
              239,523**Expenses:**General
                  and administrative
              
              
              399,347
              
              
              189,008Total
                  general and administrative expenses
              
              
              399,347
              
              
              189,008**Income
                  (Loss) from Operations**
              
              
              (539,503
              )
              
              50,515**Other
                  Income (Expense):**Interest
                  and other income
              
              
              25,634
              
              
              14,604Interest
                  (expense)
              
              
              (126,541
              )
              
              (10,515
              )Total
                  other income (expense)
              
              
              (100,907
              )
              
              4,089**Income
                  (Loss) before Income Taxes**
              
              
              (640,410
              )
              
              54,604**(Provision)
                  Benefit for income taxes**
              
              
              -
              
              
              (7,726
              )**Net
                  Income (Loss)**
              
              
              (640,410
              )
              
              46,878**Comprehensive
                  Income (Loss):**Israeli
                  currency translation
              
              
              93,793
              
              
              (20,514
              )**Total
                  Comprehensive Income (Loss)**
              
              $
              (546,617
              )
              $
              26,364**Income
                  (Loss) Per Common Share:**Income
                  (Loss) per common share - Basic and Diluted
              
              $
              (0.01
              )
              $
              0.00**Weighted
                  Average Number of Common Shares****Outstanding
                  During the Periods- Basic and Diluted**
              
              
              62,259,503
              
              
              61,350,201


The
      accompanying notes to financial statements are


an
      integral part of these statements.




F-3





**INROB
                  TECH LTD. AND SUBSIDIARY****CONSOLIDATED
                  STATEMENTS OF CASH FLOWS (NOTE 2)****FOR
                  THE THREE MONTHS ENDED MARCH 31, 2007, AND 2006****(Unaudited)**
  **Three
                  Months Ended****March
                  31,****2007**
              
              **2006****Operating
                  Activities:**Net
                  income (loss)
              
              $
              (640,410
              )
              $
              46,878Adjustments
                  to reconcile net income (loss) to net cash providedby
                  (used in) operating activities:Depreciation
                  and amortization
              
              
              20,103
              
              
              8,769Amortization
                  of debt issuance costs
              
              
              44,996
              
              
              -(Recovery
                  of) loss on contract
              
              
              (39,141
              )
              
              (488
              )Changes
                  in net assets and liabilities-Accounts
                  receivable
              
              
              (52,331
              )
              
              (10,749
              )Inventories
              
              
              308,249
              
              
              (34,415
              )Cost
                  of uncompleted contracts in excess of billings
              
              
              74,456
              
              
              7,574Prepaid
                  expenses and deposits
              
              
              (15,016
              )
              
              13,644Deposits
              
              
              605
              
              
              -Accounts
                  payable - Trade and accrued liabilities
              
              
              21,906
              
              
              44,845Billings
                  on uncompleted contracts in excess of related costs
              
              
              147,697
              
              
              (1,003
              )Reserve
                  for loss on contract
              
              
              (39,141
              )
              
              -Deferred
                  revenue
              
              
              (114,877
              )
              
              (143,354
              )Income
                  taxes payable and other
              
              
              -
              
              
              7,018**Net
                  Cash (Used in) Operating Activities**
              
              
              (282,904
              )
              
              (61,281
              )**Investing
                  Activities:**Purchases
                  of and adjustments to property and equipment
              
              
              (7,644
              )
              
              8,944**Net
                  Cash (Used in) Investing Activities**
              
              
              (7,644
              )
              
              8,944**Financing
                  Activities:**Payments
                  on long-term debt
              
              
              (62,077
              )
              
              (34,793
              )Proceeds
                  from (offset to) bank overdrafts
              
              
              (37,319
              )
              
              38,286Proceeds
                  from issuance of convertible notes
              
              
              3,000,000
              
              
              -Debt
                  issuance costs - Convertible notes
              
              
              (355,263
              )
              
              -Loan
                  receivable - Director and stockholder
              
              
              -
              
              
              (4,685
              )Proceeds
                  from loan from related party - Investor group
              
              
              10,924
              
              
              81,500Payments
                  on (advances to) Loan - Director and stockholder
              
              
              (9,290
              )
              
              (7,567
              )Due
                  from related party - Director and stockholder
              
              
              67,923
              
              
              -Received
                  from (loans to) related party companies
              
              
              35,268
              
              
              110**Net
                  Cash Provided by Financing Activities**
              
              
              2,650,166
              
              
              72,851**Effect
                  of Exchange Rate Changes on Cash**
              
              
              93,793
              
              
              (20,514
              )**Net
                  Increase (Decrease) in Cash**
              
              
              2,453,411
              
              
              -**Cash
                  and Cash Equivalents - Beginning of Period**
              
              
              2,278,371
              
              
              -**Cash
                  and Cash Equivalents - End of Period**
              
              $
              4,731,782
              
              $
              -





The
      accompanying notes to financial statements are


an
      integral part of these statements.





F-4





**INROB
                  TECH LTD. AND SUBSIDIARY****CONSOLIDATED
                  STATEMENTS OF CASH FLOWS (NOTE 2)****FOR
                  THE THREE MONTHS ENDED MARCH 31, 2007, AND 2006****(Unaudited)**
  **Supplemental
                  Disclosures of Cash Flow Information:****Three
                  Months Ended****March
                  31,****2007**
              
              **2006**Cash
                  paid during the period for:Interest
              
              $
              18,258
              
              $
              9,452Income
                  taxes
              
              $
              -
              
              $
              708**Supplemental
                  Information of Noncash Investing and Financing
                  Activities:**During
                  the three month period ended March 31, 2007, the Company issued
                  2,446,690
                  shares of its common stock as payment of $538,100 of principal
                  and $76,056
                  of accrued interest on certain convertible notes.


The
      accompanying notes to financial statements are


an
      integral part of these statements.





F-5




**INROB
      TECH LTD. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2007, AND 2006**


**(Unaudited)**




**(1)**  **Summary
      of Significant Accounting Policies**





*Basis
      of Presentation and Organization*





Inrob
      Tech Ltd. (“Inrob Tech” or the “Company”) is a Nevada corporation which provides
      engineering products and services for the maintenance of critical and
      sophisticated equipment, and the integration and production of advanced wireless
      control solutions for unmanned air and 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 financial statements of Inrob Tech were prepared from the
      accounts of the Company under the accrual basis of accounting in United States
      dollars. In addition, the accompanying financial statements reflect the
      completion of a reverse merger between Inrob Tech and Inrob Ltd. (“Inrob
      Israel”), which was effected on July 21, 2005.





Prior
      to
      the completion of the reverse merger, Inrob Tech was a near dormant corporation
      with virtually no assets or operations (essentially since April 1, 2001, when
      the Company sold its paging business, known as The Sports Page and Score Page
      to
      BeepMe, to a third party vendor and creditor). The Company was originally
      incorporated in the State of Nevada under the name of Beeper Plus, Inc. On
      July
      15, 2003, the Company then changed its name to Western Gaming Corporation.
      On
      August 17, 2005, the Company again changed its name to Inrob Tech Ltd. to
      reflect the reverse merger effected on July 21, 2005, and its new business
      plan.





Inrob
      Israel was organized as an Israeli corporation in 1988, under the name of Eligal
      Laboratories Ltd., and its UVR solutions include: (i) remote control systems
      (the “brains” of any robot); (ii) complete robot systems; and (iii) customized
      solutions. Inrob Israel is certified to design, manufacture and maintain
      electronic, optical and electro-mechanical equipment, and is a certified
      supplier to the Israeli Defense Forces and the Israeli Air Force. It has also
      been issued a certificate from the Israeli Air Force stating that its quality
      system is approved to perform inspections of products and services supplied
      to
      the Israeli Air Force. Inrob Israel changed its name to Inrob Ltd. in September
      2003.





In
      addition, in January 2004, Inrob Israel completed two equity purchase
      transactions with separate entities and raised $195,000 from the issuance of
      30,000,000 shares of its common stock. Thereafter, Inrob Israel commenced a
      registration activity of such shares of its common stock on behalf of the two
      entities as selling shareholders on Form F-1 with the Securities and Exchange
      Commission (“SEC”). The registration activity continued through December 31,
      2004, and into the year 2005. In early 2005, Inrob Israel decided not to
      complete the registration of the common stock of the selling shareholders with
      the SEC, and withdrew its registration statement on July 28, 2005. As an
      alternative transaction, effective July 21, 2005, Inrob Israel completed the
      reverse merger with Inrob Tech, a publicly traded Nevada
      corporation.





F-6




**INROB
      TECH LTD. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2007, AND 2006**


**(Unaudited)**




Given
      that Inrob Israel is considered to have acquired Inrob Tech by a reverse merger
      through a Stock Purchase Agreement, and its sole stockholder currently has
      voting control of the Company, the accompanying financial statements and related
      disclosures in the notes to financial statements present the financial position
      as of March 31, 2007, and the operations for the periods ended March 31, 2007,
      and 2006, of Inrob Israel under the name of Inrob Tech Ltd. The reverse merger
      has been recorded as a recapitalization of the Company, with the net assets
      of
      Inrob Israel and Inrob Tech brought forward at their historical bases. The
      costs
      associated with the reverse merger have been expensed as incurred.





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





*Unaudited
      Interim Financial Statements*





The
      interim financial statements as of March 31, 2007, and for the periods ended
      March 31, 2007, and 2006, are unaudited. However, in the opinion of management,
      the interim financial statements include all adjustments, consisting only of
      normal recurring adjustments, necessary to present fairly the Company’s
      financial position as of March 31, 2007, and the results of its operations
      and
      its cash flows for the periods ended March 31, 2007, and 2006. These results
      are
      not necessarily indicative of the results expected for the calendar year ending
      December 31, 2007. The accompanying financial statements and notes thereto
      do
      not reflect all disclosures required under accounting principles generally
      accepted in the United States. Refer to Inrob Tech Ltd.’s audited financial
      statements contained in its Annual Report on Form 10-KSB as of December 31,
      2006, for additional information, including significant accounting
      policies.





*Cash
      and Cash Equivalents*





For
      purposes of reporting within the statement of cash flows, the Company considers
      all cash on hand, cash accounts not subject to withdrawal restrictions or
      penalties, and all highly liquid debt instruments purchased with a maturity
      of
      three months or less to be cash and cash equivalents.




*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 March 31, 2007, no
      allowance [SFR1] 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.





F-7




**INROB
      TECH LTD. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2007, AND 2006**


**(Unaudited)**




*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.





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.





F-8




**INROB
      TECH LTD. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2007, AND 2006**


**(Unaudited)**




*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 March 31, 2007, and 2006, no events or circumstances occurred
      for
      which an evaluation of the recoverability of long-lived assets was
      required.





*Earnings
      (Loss) Per Common Share*





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





*Common
      Stock Registration Expenses*





The
      Company considers incremental costs and expenses related to the registration
      of
      equity securities with the SEC, whether by contractual arrangement as of a
      certain date or by demand, to be unrelated to original issuance transactions.
      As
      such, subsequent registration costs and expenses are reflected in the
      accompanying financial statements as general and administrative expenses, and
      are expensed as incurred.





*Research
      and Development Costs*





The
      Company conducts research and development activities for others under
      contractual arrangements. Research and development costs incurred under
      contractual arrangements are accounted for in accordance with Statement of
      Financial Accounting Standards No. 68, *“Research
      and Development Agreements”* (“SFAS
      68”). All costs incurred under the contractual arrangements are deferred and
      recognized as cost of sales (product sales) upon completion of the contract
      work.





*Deferred
      Offering Costs*





The
      Company defers as other assets the direct incremental costs of raising capital
      until such time as the offering is completed. At the time of the completion
      of
      the offering, the costs are charged against the capital raised. Should the
      offering be terminated, deferred offering costs are charged to operations during
      the period in which the offering is terminated.





*Debt
      Issuance Costs*





The
      Company defers as other assets the costs associated with the issuance of debt
      instruments. Such costs are amortized as additional interest expense over the
      life of the related debt. During the period ended March 31, 2007, the Company
      recorded an additional $355,263 of debt issuance costs related to convertible
      notes, and amortized $44,996 of such costs as additional interest
      expense.





*Advertising
      and Promotion Costs*





Advertising
      and promotion costs are charged to operations when incurred. For the three
      months ended March 31, 2007, and 2006,advertising and promotion costs amounted
      to $3,615 and $81,864 resectively.





F-9




**INROB
      TECH LTD. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2007, AND 2006**


**(Unaudited)**




*Comprehensive
      Income (Loss)*





The
      Company presents comprehensive income (loss) in accordance with Statement of
      Financial Accounting Standards No. 130, “ *Reporting
      Comprehensive Income”* (“SFAS
      130”). SFAS 130 states that all items that are required to be recognized under
      accounting standards as components of comprehensive income (loss) be reported
      in
      the financial statements. For the periods ended March 31, 2007, and 2006, the
      only components [SFR2]of comprehensive income (loss) were the net income (loss) for the
      periods, and the foreign currency translation adjustments.





*Income
      Taxes*





The
      Company accounts for income taxes pursuant to SFAS No. 109, “ *Accounting
      for Income Taxes”* (“SFAS
      109”). Under SFAS 109, deferred tax assets and liabilities are determined based
      on temporary differences between the bases of certain assets and liabilities
      for
      income tax and financial reporting purposes. The deferred tax assets and
      liabilities are classified according to the financial statement classification
      of the assets and liabilities generating the differences.





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





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





*Foreign
      Currency Translation*





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





F-10




**INROB
      TECH LTD. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2007, AND 2006**


**(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 March 31, 2007, the Company’s financial instruments approximated
      fair value to do the nature and maturity of such instruments.





*Estimates*





The
      financial statements are prepared on the basis of accounting principles
      generally accepted in the United States. The preparation of financial statements
      in conformity with generally accepted accounting principles requires management
      to make estimates and assumptions that affect the reported amounts of assets
      and
      liabilities as of March 31, 2007, and revenues and expenses for the periods
      ended March 31, 2007, and 2006. Actual results could differ from those estimates
      made by management.





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





During
      the year ended December 31, 2006, 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.





The
      accompanying financial statements have been prepared in conformity with
      accounting principles generally accepted in the United States of America, which
      contemplate continuation of the Company as a going concern. The Company has
      incurred operating losses, had negative working capital as of March 31, 2007,
      and the cash resources of the Company are insufficient to meet its planned
      business objectives. These and other factors raise substantial doubt about
      the
      Company’s ability to continue as a going concern. The accompanying financial
      statements do not include any adjustments to reflect the possible future effects
      on the recoverability and classification of assets or the amounts and
      classification of liabilities that may result from the possible inability of
      the
      Company to continue as a going concern.





F-11




**INROB
      TECH LTD. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2007, AND 2006**


**(Unaudited)**




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





As
      of
      March 31, 2007, inventories consisted of the following:





2007Work
                in progress
            
            $
            359,992Materials
            
            
            43,531Total
            
            $
            403,523





**(4)**  **Loan
      Receivable - Director and Stockholder**





As
      discussed in Note 9, in July 2005, Inrob Israel purchased, on behalf of Ben-Tsur
      Joseph, President, sole Director and stockholder, 2,057,415 shares of common
      stock of Inrob Tech in connection with the reverse merger. The amount of
      consideration provided by Inrob Israel for the shares was $475,000. Thereafter,
      Mr. Joseph entered into a Share Transfer and Loan Agreement with Inrob Israel
      whereby the company transferred to Mr. Joseph 2,057,415 shares of the common
      stock of Inrob Tech in exchange for a promissory note issued by Mr. Joseph
      in
      the amount of $475,000. The promissory note carries an interest rate of four
      (4)
      percent per annum, and is payable to Inrob Israel on demand. As of March 31,
      2007, the balance owed on the loan plus accrued interest amounted to $507,197
      .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**




A
      loan to
      a related party entity bears interest at a variable rate equivalent to the
      minimum rate allowed by the Israel Income Tax Ordinance, which is four percent
      (4%).  The loan is unsecured and is due, including principal and
      interest, on December 31, 2008. Interest receivable from Mr. Joseph associated
      with the loan transaction is described in Note 4 above amounted to $32,197
      as of March 31, 2007. The following summarizes the amounts receivable as of
      March 31, 2007:





2007Ben-Tsur
                Joseph Holdings Ltd.
            
            $
            238,942Ben-Tsur
                Joseph - Interest receivable
            
            
            32,197Totals
            
            $
            271,139





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





The
      Company has certain loans and bank arrangements to fund its operations in Israel
      which mature in early 2008.




F-12




**INROB
        TECH LTD. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
        31, 2007, AND 2006**
 **(Unaudited)**


**(7)**  **Convertible
      Debentures**





As
      of
      August 1, 2004, in connection with the conversion of the common stock equity
      investments of two shareholder entities (see Note 8), and the assignment of
      the
      rights and interests of such entities to a third-party entity, Inrob Israel
      issued a convertible debenture (the “Debenture”) in the amount of $250,000. The
      Debenture carried an interest rate of ten (10) percent per annum, and was due
      on
      July 31, 2005, unless otherwise paid to the holder, or converted into shares
      of
      common stock. So long as Inrob Israel was not in default, the holder of the
      Debenture was to receive shares of common stock at a discount of fifty-five
      (55%) percent of the average closing bid price for the three days immediately
      prior to the receipt of the notice of conversion from the holder divided into
      the face amount of the Debenture plus accrued interest. The Debenture also
      provided that the maturity date may be extended to a date when Inrob Israel’s
      common stock was publicly traded on a recognized stock exchange. As of July
      31,
      2005, Inrob Israel was in default under the terms of the Debenture, and could
      not repay the amount due. The Debenture was then assumed by Inrob Tech and
      converted into 10,114,285 shares of its publicly traded common stock. On
      November 30, 2005, accrued interest of $25,000 related to the Debenture was
      also
      satisfied by the issuance of 200,000 publicly traded shares of common
      stock.




On
      July
      21, 2005, Inrob Israel issued a convertible debenture (the “Second Debenture”)
      in the amount of $575,000 to a third-party entity. The Second Debenture carried
      an interest rate of ten (10) percent per annum, and payments of principal and
      interest were due and payable as follows: (i) on or about October 1, 2005,
      $200,000; (ii) on or about December 1, 2005, $200,000; and, (iii) on or about
      February 1, 2006, the remaining amount, including interest, of $232,500. So
      long
      as Inrob Israel was not in default, the holder of the Second Debenture was
      to
      receive shares of common stock at a discount of fifty-five (55%) percent of
      the
      average closing bid price for the three days immediately prior to the receipt
      of
      the notice of conversion from the holder divided into the face amount of the
      Second Debenture plus accrued interest. The amount of the Second Debenture
      was
      subsequently increased from $575,000 to $632,500. On September 13, 2005, the
      Second Debenture was in default for nonpayment. Thereafter, effective September
      15, 2005, the Second Debenture obligation was assumed by Inrob Tech, and
      satisfied by the issuance of 21,035,715 publicly traded shares of common
      stock.





On
      September 30, 2005, the Company issued a convertible debenture (the “Third
      Debenture”) in the amount of $42,500 to the same third-party entity that was the
      recipient of the Second Debenture. The Third Debenture carries an interest
      rate
      of ten (10) percent per annum, was due on November 30, 2005, and is convertible
      into 2,000,000 publicly traded shares of the Company’s common stock. The due
      date of the Third Debenture was extended to December 31, 2006, by written
      agreement between the parties. As of September 30, 2006, accrued interest on
      the
      Third Debenture, amounting to $4,250, was reflected as a component of accrued
      liabilities in the accompanying balance sheet. In addition, effective September
      30, 2006, the third-party entity executed a document wherein it indicated that
      it had waived its right to convert the Third Debenture to common stock of the
      Company.




F-13




**INROB
      TECH LTD. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2007, AND 2006**


**(Unaudited)**




**(8)**  **Issuance
      of Convertible Notes and Warrants**





On
      November 15, 2006, the Company effected a subscription agreement with a group
      of
      accredited investors under Regulation D of the Securities Act of 1933, as
      amended, which provided for the issuance to the investors, exempt from
      registration, of certain 8 percent convertible notes (the “Convertible Notes”)
      in the principal amount of $3,000,000. The maturity date of the Convertible
      Notes is two years from the date of issuance - November 15, 2008.





Payments
      amortizing the outstanding principal amount and related interest under the
      Convertible Notes 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.
      For
      the three month period ended March 31, 2007, the Company issued 2,446,690 shares
      of its common stock as payment of $538,100 of principal, and $76,056 of accrued
      interest on the Convertible Notes.





Provided
      there is no default under the Convertible Notes, the Company may prepay the
      outstanding principal amount of the Convertible Notes at a 20 percent premium,
      together with accrued but unpaid interest thereon and any and all other sums
      due.





The
      investors have a right to convert the Convertible Notes into registered shares
      of common stock of the Company at $0.25 per shares. Upon an event of default,
      the conversion price shall be the lesser of $0.25 or 75 percent of the average
      of the closing bid prices of the common stock of the Company for the five
      trading days prior to a conversion date. No conversions may take place if it
      would cause an investor to become the beneficial owner of more than 4.99 percent
      of the outstanding shares of common stock of the Company, which limitation
      is
      subject to waiver by an investor upon 61 days prior written notice to the
      Company.





The
      Company has granted a security interest in all of its assets, and the assets
      of
      Inrob Israel to secure its obligations under the Convertible Notes. Further,
      in
      connection with the Convertible Note transaction, the Company has determined
      that there was no beneficial conversion feature recorded.





The
      Company also issued Class A warrants to purchase 6,000,000 shares of the
      Company’s common stock at $0.40 per share and Class B warrants to purchase
      6,000,000 shares of the Company’s common stock at $0.50 per share. All warrants
      are exercisable for a period of five years following the effective date of
      a
      registration statement filed with the SEC, which the Company agreed to
      complete.





The
      Company filed a Registration Statement on Form SB-2 with the SEC on December
      20,
      2006, to register 18,405,000 shares of common stock related to the Convertible
      Notes. The Registration Statement was declared effective by the SEC on January
      11, 2007.





In
      connection with the issuance of the Convertible Notes, the Company incurred
      $340,500 in debt issuance costs, which included $300,000 paid in cash as a
      finder’s fee. The Company is obligated to pay additional finder’s fees in the
      amount of ten percent of the proceeds generated from the exercise of Class
      A and
      Class B warrants. In addition, the Company also issued 1,200,000 warrants to
      the
      finder (similar to and carrying the same rights as the Class A warrants issued
      to the investors in the Convertible Notes) to purchase a like number of shares
      of common stock of the Company for $0.25 per share. Such warrants are
      exercisable for a period of five years following the effective date of the
      Registration Statement filed by the Company with the SEC.





On
      March
      27, 2007, the Company effected a second subscription agreement with a group
      of
      accredited investors under Regulation D of the Securities Act of 1933, as
      amended, which provided for the issuance to the investors, exempt from
      registration, of certain eight (8) percent convertible notes (the “Convertible
      Notes”) in the principal amount of $3,000,000. The maturity date of the
      Convertible Notes is two years from the date of issuance - March 27, 2009.
      The
      transaction was completed under essentially the same terms and conditions as
      the
      first issuance described in Note 8 above. In addition, 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.





F-14




**INROB
      TECH LTD.** AND
      SUBSIDIARY


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2007, AND 2006**


**(Unaudited)**





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.





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





On
      January 5, 2005, a former Director and officer of Inrob Tech exercised 91,075
      stock options to purchase a like number of shares of common stock for $0.439
      per
      share, or $40,000. The value of the common stock was charged against notes
      payable, accrued interest and accrued compensation due to the former Director
      and officer. In addition, on February 21, 2005, the Board of Directors of Inrob
      Tech accepted the exercise of stock options by two parties to acquire 18,215
      shares of common stock for $0.439 per share, or $8,000. The value of the common
      stock was charged against accrued compensation due to a former Director and
      officer.





In
      July
      2005, the Company issued 602,806 shares of its common stock in satisfaction
      of
      certain accounts payable, accrued liabilities, accrued compensation and related
      taxes, and notes payable. The value of the obligations satisfied by issuance
      of
      common stock was $152,586.





On
      July
      21, 2005, Inrob Israel purchased, on behalf of Ben-Tsur Joseph, President,
      sole
      Director and stockholder, 2,057,415 shares of common stock of the Company in
      connection with the reverse merger. The amount of consideration provided by
      Inrob Israel for the shares was $475,000. Thereafter, Mr. Joseph entered into
      a
      Share Transfer and Loan Agreement with Inrob Israel whereby the company
      transferred to Mr. Joseph 2,057,415 shares of the common stock of Inrob Tech
      in
      exchange for a promissory note issued by Mr. Joseph in the amount of $475,000.
      The promissory note carries an interest rate of four (4) percent per annum,
      and
      is payable to Inrob Israel on demand. The Company has classified the amount
      of
      the promissory note due from Mr. Joseph, or $475,000, as an offset to common
      stock equity, due to the nature of the transaction as a common stock
      subscription arrangement.





On
      July
      21, 2005, Inrob Tech issued to a former Director and officer of the Company
      350,000 shares of its common stock for prior services and the satisfaction
      of
      $40,000 of liabilities of the Company.




On
      July
      21, 2005, the Company entered into a Stock Purchase Agreement with Inrob Israel,
      and issued 26,442,585 shares of its common stock (post reverse split) for all
      of
      the issued and outstanding capital stock of Inrob Israel (10,020 shares of
      common stock). At the same time, the Company effected a 10.98 for 1 reverse
      stock split of its common stock. Immediately following the completion of the
      Stock Purchase Agreement transaction, the Company had 29,999,995 shares of
      its
      common stock outstanding. At that time, Ben Tsur Joseph, the sole officer and
      Director of Inrob Israel, owned 28,500,000 shares of the Company’s common stock,
      or 95 percent of the then issued and outstanding common stock of Inrob Tech,
      and
      had voting control. Through this process Inrob Israel is considered to have
      acquired Inrob Tech by a reverse merger. The reverse merger has been recorded
      as
      a recapitalization of the Company, with the net assets of Inrob Israel and
      Inrob
      Tech brought forward at their historical bases. The costs associated with the
      reverse merger have been expensed as incurred.





Effective
      January 1, 2004, Inrob Israel issued 30,000,000 shares of common stock (post
      100
      for 1 stock split) to two unrelated entities as equity investors for
      consideration in the amount of $195,000. Thereafter, the Inrob Israel commenced
      a registration activity of such shares of its common stock on behalf of the
      two
      entities as selling shareholders on a Form F-1 Registration Statement with
      the
      SEC. The proceeds from the issuance of common stock were used to pay legal
      and
      other professional fees and expenses associated with the Inrob Israel’s common
      stock registration activities with the SEC. The registration activity continued
      through December 31, 2004, and into the year 2005. In early 2005, management
      decided not to complete the registration of the common stock of the selling
      shareholders with the SEC, and withdrew its registration statement on July
      28,
      2005. As of August 1, 2004, Inrob Israel notified the two investors that it
      was
      converting their equity investment in common stock into the Debenture. The
      two
      shareholder entities immediately assigned their rights and interests in the
      Debenture to a third-party entity. Inrob Israel canceled the 100 for 1 stock
      split and the issuance of the 30,000,000 shares of its common
      stock.





In
      March
      2005, Ben-Tsur Joseph, as President and a Director of Inrob Israel, entered
      into
      an agreement to purchase 5,010 shares of common stock, or fifty (50%) percent
      of
      the total outstanding common stock of that company, from Itshak Hamami, the
      other Director of the Inrob Israel. Thereafter, Mr. Joseph owned 100 percent
      of
      the issued and outstanding shares of common stock of the Inrob Israel and became
      the sole Director and officer of that company.





On
      October 4, 2006, pursuant to authorization by the shareholders of the Company,
      Inrob Tech filed Amended Articles of Incorporation with the Nevada Secretary
      of
      State to increase the number of authorized shares of its common stock from
      80,000,000 shares authorized to 380,000,000 shares, and to change the par value
      of its preferred and common stock from $0.001 per share to $0.0001 per share.
      Subsequent to the filing, the Company was authorized to issue a total of
      400,000,000 shares, consisting of 380,000,000 shares of common stock and
      20,000,000 shares of preferred stock, all with a par value of $0.0001 per share.
      In connection with the change in par value of preferred and common stock
      described above, all prior transactions involving common stock with a par value
      of $0.001 have restated to reflect the new par value of $0.0001 in the
      accompanying financial statements.




On
      November 9, 2006, pursuant to written consent provided by the board of
      directors, the Company established 1,000 shares of Series A Preferred Stock,
      par
      value $0.0001 with the Nevada Secretary of State. Each share of Series A
      Preferred Stock carries voting rights equal to 400,000 shares of common stock
      of
      the Company. In addition, the board of directors authorized the issuance of
      1,000 shares of Series A Preferred Stock to Mr. Ben-Tsur Joseph, President
      and
      Director of the Company for services rendered. The issuance of the Series A
      Preferred Stock was valued at $150,000.




F-15




**INROB
      TECH LTD. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2007, AND 2006**


**(Unaudited)**




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.  The registration statement
      was declared effective by the SEC on January 11, 2007.





The
      Company completed a second issuance of Convertible Notes in March 2007.  In
      connection wtih this issuance, 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.





**(9)**  **Recent
      Accounting Pronouncements**




In
      February 2006, the FASB issued SFAS No. 155, *“Accounting
      for Certain Hybrid Financial Instruments—an amendment of FASB Statements No. 133
      and 140,* ”
(“SFAS
      No. 155”). This Statement permits fair value of re-measurement for any hybrid
      financial instrument that contains an embedded derivative that otherwise would
      require bifurcation; clarifies which interest-only strips and principal-only
      strips are not subject to the requirements of SFAS No. 133, *“Accounting
      for Derivative Instruments and Hedging Activities,”* establishes a requirement to evaluate interests in securitized financial assets
      to identify interests that are freestanding derivatives or that are hybrid
      financial instruments that contain an embedded derivative requiring bifurcation;
      clarifies that concentrations of credit risk in the form of subordination are
      not embedded derivatives; and amended SFAS No. 140, *“Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities,”* to
      eliminate the prohibition on a qualifying special-purpose entity from holding
      a
      derivative financial instrument that pertains to a beneficial interest other
      than another derivative financial instrument. SFAS No. 155 is effective for
      all
      financial instruments acquired, issued, or subject to a re-measurement (new
      basis) event occurring after the beginning of an entity’s first fiscal year that
      begins after September 15, 2006. The Company is currently reviewing the effect,
      if any, that this new pronouncement will have on its financial
      statements.




In
      March
      2006, the FASB issued SFAS No. 156, *“Accounting
      for Servicing of Financial Assets,”* (“SFAS
      No. 156”), which amends SFAS No. 140, *”
      Accounting for Transfers and Servicing of Financial Assets and Extinguishments
      of Liabilities.* ”
In
      a
      significant change to current guidance, SFAS No. 156 permits an entity to choose
      either of the following subsequent measurement methods for each class of
      separately recognized servicing assets and servicing liabilities: (1)
      Amortization Method or (2) Fair Value Measurement Method. SFAS No. 156 is
      effective as of the beginning of an entity’s first fiscal year that begins after
      September 15, 2006. The Company is currently reviewing the effect, if any,
      that
      this new pronouncement will have on its financial statements.





In
      June
      2006, the FASB issued SFAS Board Interpretation No. 48, “ *Accounting
      for Uncertainty in Income Taxes - an Interpretation of FASB statement No.
      109* ”
(“FIN
      48”), which clarifies the accounting for uncertainty in income taxes recognized
      in an enterprise’s financial statements in accordance with FASB No. 109. The
      interpretation prescribes a recognition threshold and measurement attribute
      for
      the financial statement recognition and measurement of a tax position taken
      or
      expected to be taken in a tax return. This interpretation also provides guidance
      on derecognition, classification, interest and penalties, accounting in interim
      periods, disclosure, and transition. FIN 48 is effective for fiscal years
      beginning after December 15, 2006. Earlier application of the provisions of
      FIN
      48 is encouraged if the enterprise has not yet issued financial statements,
      including interim financial statements, in the period this Interpretation is
      adopted. The Company is currently reviewing the effect, if any, that this new
      guidance with have on its financial statements.





F-16




**INROB
      TECH LTD. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2007, AND 2006**


**(Unaudited)**




In
      September 2006, the FASB issued SFAS No. 157, “ *Fair
      Value Measurements* .” This
      statement defines fair value, establishes a framework for measuring fair value
      and expands disclosure about fair value measurements. SFAS 157 applies under
      other accounting pronouncements that require or permit fair value
      measurement.  This statement does not require any new fair value
      measurements. However, for some entities, the application of the statement
      will
      change current practice. This statement is effective for financial statements
      issued for fiscal years beginning after November 15, 2007, and interim periods
      within those fiscal years. The Company is currently reviewing the effect, if
      any, that this new pronouncement will have on its financial
      statements.





In
      September 2006, the FASB issued SFAS No. 158, “ *Employers’
      Accounting for Defined Benefit Pension and Other Postretirement Plans - an
      amendment of FASB Statements No. 87, 88, 106 and 132(R)* .”
This
      statement improves financial reporting by requiring an employer to recognize
      the
      overfunded or underfunded status of a defined benefit postretirement plan (other
      than a multi-employer plan) as an asset or liability in its statement of
      financial position and to recognize changes in that funded status in the year
      in
      which the changes occur through comprehensive income of a business entity or
      changes in unrestricted net assets for a not-for-profit organization. This
      statement also improves financial reporting by requiring an employer to measure
      the funded status of a plan as of the date of its year-end statement of
      financial position, with limited exceptions. The Company does not expect the
      adoption of this pronouncement to have a material impact on its financial
      statements.





In
      February 2007, the FASB issued SFAS No. 159, " *The
      Fair Value Option for Financial Assets and Financial Liabilities - Including
      An
      Amendment of FASB Statement No. 115* ," which
      permits entities to measure many financial instruments and certain other items
      at fair value that are not currently required to be measured at fair value.
      An
      entity would report unrealized gains and losses on items for which the fair
      value option has been elected in earnings at each subsequent reporting date.
      The
      objective is to improve financial reporting by providing entities with the
      opportunity to mitigate volatility in reported earnings caused by measuring
      related assets and liabilities differently without having to apply complex
      hedge
      accounting provisions. The decision about whether to elect the fair value option
      is applied instrument by instrument, with a few exceptions; the decision is
      irrevocable; and it is applied only to entire instruments and not to portions
      of
      instruments. SFAS No. 159 requires disclosures that facilitate comparisons
      (a)
      between entities that choose different measurement attributes for similar assets
      and liabilities and (b) between assets and liabilities in the financial
      statements of an entity that selects different measurement attributes for
      similar assets and liabilities. SFAS No. 159 is effective for financial
      statements issued for fiscal years beginning after November 15, 2007. Early
      adoption is permitted as of the beginning of a fiscal year provided the entity
      also elects to apply the provisions of SFAS No. 157. Upon implementation, an
      entity shall report the effect of the first re-measurement to fair value as
      a
      cumulative-effect adjustment to the opening balance of retained earnings. Since
      the provisions of SFAS No. 159 are applied prospectively, any potential impact
      will depend on the instruments selected for fair value measurement at the time
      of implementation. The management of the Company is currently evaluating the
      impact, if any, that the adoption of SFAS No. 159 will have on its financial
      statements.





**(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. For the periods ended December 31,
      2006, and 2005, the Company accrued $220,000 and $120,000, respectively under
      the management agreement. The Director and officer agreed to offset
      approximately $205,000 owed to the Company by a related party entity of the
      Director and officer against the management fee liability. As of March 31,
      2007,
      the amount owed to the Director and officer under the management agreement
      amounted to approximately $166,395. The management agreement does not have
      a
      specific completion date, but may be terminated by either party on written
      notice of three months.




As
      described in Note 9 above, in July 2005, Inrob Israel purchased, on behalf
      of
      Ben-Tsur Joseph, its President, Director and sole stockholder, 2,057,415 shares
      of common stock of Inrob Tech in connection with the reverse merger. The amount
      of consideration provided by Inrob Israel for the shares was $475,000.
      Thereafter, Mr. Joseph entered into a Share Transfer and Loan Agreement with
      Inrob Israel whereby the company transferred to Mr. Joseph 2,057,415 shares
      of
      the common stock of Inrob Tech in exchange for a promissory note issued by
      Mr.
      Joseph in the amount of $475,000. The promissory note carries an interest rate
      of four (4) percent per annum, and is payable to Inrob Israel on demand. The
      Company has classified the amount of the promissory note due from Mr. Joseph,
      or
      $475,000, as an offset to common stock equity, due to the nature of the
      transaction as a common stock subscription arrangement.




F-17




**INROB
      TECH LTD. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2007, AND 2006**


**(Unaudited)**





As
      of
      March 31, 2007, Mr. Ben-Tsur Joseph, President and Director of the Company,
      had
      loaned a total of $76,626 to the Company for working capital purposes. The
      loan
      is unsecured, non-interest bearing, and has no terms for repayment.





**(11)**  **Commitments
      and Contingencies**





The
      Company is a party to various operating lease agreements for office space,
      warehouse space, and automobiles.




F-18





**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.





3


**RESULTS
          OF OPERATIONS:**
 
 Three
          Months Ended March 31, 2007 v. Three Months Ended March 31, 2006
 
 *Revenues-*
 
 For
          the
          three months ended March 31, 2007 v. March 31, 2006, the Company realized
          $443,300 in revenues compared to $566,224 for the same period in 2006,
          which
          resulted in an overall decrease of $122,924, or 21.7%. The overall decrease
          in
          revenues resulted primarily from a decrease in service revenues of $111,871
          or
          24.8%. Product sales also decreased from $115,390 in 2006 to $104,337 in
          2007, a
          decrease of $11,053 or 9.6%.
 
 *Cost
          of Goods Sold-*
 
 Cost
          of
          goods sold amounted to $583,456 compared to $326,701 for the same period
          in
          2006, resulting in an increase of $256,755, or 78.6%. The increase was
          primarily
          attributed to increases in salaries and wages, repairs and maintenance,
          employee
          goodwill, vehicle operating expenses, and a provision for loss on a contract,
          offset by reductions in occupancy/rent costs, insurance, and project consulting
          expenses.
 
 *General
          and Administrative Expenses-*
 
 General
          and administrative expenses increased from $189,008 in 2006, to $399,347
          for the
          same period in 2007, resulting in an overall increase of $210,339, or 111.3%.
          The increase was primarily attributed to increases in office and supply
          expenses, management fees, telephone and communications expenses, professional
          fees, promotion and business expansion expenses, depreciation expense,
          and
          realized foreign currency exchange losses, offset by decreases in auto
          transportation expenses, and computer supplies and repair expenses.
 
 *Other
          Income (Expense)-*
 
 Other
          income (expense) for the three months ended March 31, 2007, went from income
          of
          $4,089 to expense of $100,907, which resulted in an overall decrease in
          other
          income of $104,996, between the periods. The decrease was primarily attributable
          to an increase in interest expense of $116,026.
 
 *Net
          Income (Loss)-*
 
 Net
          Income (Loss) for 2007 went from net income of $46,878 in 2006 to a net
          loss of
          $640,410 in 2007, resulting in an overall decrease in net income of $687,288,
          for the period.
 
 *Comprehensive
          Income (Loss)-*
 
 Comprehensive
          income (loss) for the three months ended March 31, 2007, decreased from
          comprehensive (loss) of $20,514 in 2006 to comprehensive income of $93,793
          in
          2007, for an overall increase $114,307. The increase was due primarily
          to
          favorable fluctuations in Israeli currency.
 
 *Weighted
          Average Number of Shares Outstanding-*
 
 The
          weighted average number of common shares outstanding increased from 61,350,201
          in 2006 to 62,259,503 in 2007. The increase was primarily due to various
          transactions that were completed involving our Common Stock.
 
 Liquidity
          and Financial Resources





During
      the three months ended March 31, 2007, net cash (used in) operating activities
      amounted to $282,904 when compared to net cash (used in) operating activities
      of
      $61,281 for the same period in 2006. The increase in net cash used in operations
      was primarily due to a decrease in net income of $687,288 offset by an increase
      in accounts receivable of $52,331, a decrease in inventories of $308,249, a
      decrease in cost of uncompleted contracts in excess of billings of $74,456
      and
      an increase in billings on uncompleted contracts in excess of elated costs
      of
      $147,697. Net cash (used in) investing activities in 2007 for the purchase
      of
      property and equipment amounted to $7,644. In 2007, net cash provided by
      financing activities amounted to $2,650,166 when compared to net cash provide
      by
      financing activities of $72,851 for the same period in 2006. This increase
      resulted primarily from $3,000,000 in proceeds obtained from the issuance of
      convertible bonds offset by $355,263 in debt issuance costs. As of March 31,
      2007, current assets exceeded current liabilities by $457,098, and the
      accumulated deficit amounted to $(2,050,544). **** We
      believe that our current cash on hand generated by the financing transactions
      discussed below are sufficient to sustain our operations for at least the next
      twelve months.




**Recent
      Financing Activities**





*November
      2006 Financing*





On
      November 15, 2006, we issued to a group of accredited investors our 8% two-year
      convertible notes in the principal amount of $3,000,000. Amortizing payments
      of
      the outstanding principal amount and interest under the notes will commence
      on
      the third month anniversary date of the date of issuance of the Notes and on
      the
      same day of each month thereafter until the principal amount and interest have
      been repaid in full. On each payment date, we are required to make payments
      to
      the note holders in the amount of 4.76% of the initial principal amount and
      all
      interest accrued on the notes as of the payment date. At our election, monthly
      payments may be made (i) in cash in an amount equal to 115% of the principal
      amount component of the monthly payment and 100% of all other components, or
      (ii) in shares of our registered common stock at a conversion price equal to
      the
      lesser of (A) $0.25, or (B) 75% of the average of the closing bid price of
      our
      common stock for our common stock’s principal market for the five trading days
      preceding the date a notice of conversion is given to us after we notify the
      holder of the notes of its election to make a monthly payment in shares of
      our
      common stock. We may prepay the outstanding principal amount of the Notes at
      a
      20% premium, together with accrued but unpaid interest thereon and any and
      all
      other sums due. The note holders have a right to convert the notes into shares
      of common stock at $0.25 per share. No conversions may take place if it would
      cause a holder to become the beneficial owner of more than 4.99% of the
      outstanding shares of our common stock, which limitation is subject to waiver
      by
      the holder upon 61 days prior written notice to us.





In
      connection with the notes, we also issued Class A Warrants to purchase 6,000,000
      shares of our common stock at $0.40 per share and Class B Warrants to purchase
      6,000,000 shares of our common stock at $0.50 per share. All warrants are
      exercisable for a period of five years following the effective date of the
      registration statement of which this prospectus forms a part.




A
      portion
      of the proceeds from the afore-mentioned offering has been reserved for the
      acquisition of or obtaining the right of access to mass production facilities
      in
      a low cost country. To that end, we have entered into negotiations for the
      acquisition of a manufacturing facility in the Philippines. We have not entered
      into any definitive agreements regarding this acquisition and there can be
      no
      assurance that the proposed transaction will be completed.




4




We
      believe that the proceeds from the sale of the notes will be sufficient to
      sustain us through the next 12 months. Nevertheless, the aforementioned factors
      raise substantial doubt about our ability to continue as a going concern. We
      anticipate that in order to fulfill our plan of operation including repayment
      of
      certain bank debt, a convertible debenture, and other liabilities, we will
      need
      to seek debt and/or equity financing from outside sources. We are currently
      pursuing debt and equity capital formation activities in order to increase
      our
      working capital and overall solvency positions.





*March
      2007 Financing*





On
      March
      27, 2007, we entered into and consummated a subscription agreement with a group
      of accredited investors providing for the issuance to the investors of our
      eight
      percent (8%) convertible notes in the principal amount of $3,000,000. The notes
      mature two years from the date of issuance.





Under
      the
      terms of the agreement, all rights and benefits to be granted to the investors
      (including the security interest) are identical to and are intended to be shared
      equally with holders of convertible notes and warrants issued by the Company
      as
      of November 15, 2006. In addition, all repayment and conversion terms of and
      registration rights relating to these notes are identical to those contained
      the
      notes issued in November 2006.





Most
      of
      the proceeds from this financing will be used to fund ongoing research
      and development. These activities will focus on new product development,
      upgrades to existing products and engagement in joint ventures to develop
      new opportunities and markets for new and existing products.




**Item
      3. CONTROLS AND PROCEDURES.**




**Evaluation
      and Disclosure Controls and Procedures**




The
      Company, under the supervision and with the participation of our management,
      under our Sole Executive Officer, filling the position of Chief Executive
      Officer and Chief Financial Officer, has evaluated the effectiveness of the
      design and operation of the Company’s *“Disclosure
      Controls and Procedures,”* as such
      term is defined in Rules 13a-15e promulgated under the Exchange Act as of this
      Report. Based upon that evaluation, the Chief Executive Officer and Chief
      Financial Officer has concluded that our disclosure controls and procedures
      were
      effective as of the end of the period covered by this Report to provide
      reasonable assurance that information required to be disclosed by us in reports
      that we file or submit under the Exchange Act is recorded, processed, summarized
      and reported within the time periods specified in SEC rules and forms. The
      Company’s Chief Executive Officer and Chief Financial Officer has also concluded
      that our disclosure controls and procedures are effective also to ensure that
      information required to be disclosed in reports filed or submitted under the
      Exchange Act are accumulated and communicated to our management to allow timely
      decisions on required disclosure.





Management
      is aware that there is a lack of segregation of duties due to the small number
      of employees managing administrative and financial matters. This constitutes
      a
      significant deficiency in the financial reporting. Management has, as is
      required by Israeli Law and also to mitigate these factors, hired an independent
      accountant/bookkeeper to review and compile our financial statements on a
      quarterly and annual basis.





5




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
      March 31, 2007. Based on such evaluation, management has concluded that the
      disclosure controls and procedures were effective for their intended purpose
      described above. There were no changes to the internal controls during the
      three
      month period and nine month period ended March 31, 2007, that have materially
      affected or that are reasonably likely to affect the internal
      controls.





**Limitations
      on the Effectiveness of Controls**




A
      control
      system, no matter how well conceived and operated, can provide only reasonable,
      not absolute, assurance that the objectives of the control system are met.
      Because of the inherent limitations in all control systems, no evaluation of
      controls can provide absolute assurance that all control issues and instances
      of
      fraud, if any, within a company have been detected. Our disclosure controls
      and
      procedures are designed to provide reasonable assurance of achieving its
      objectives. Our principal executive officer and principal financial officer
      concluded that the Company’s disclosure controls and procedures are effective at
      that reasonable assurance level.





6




**PART
      II - OTHER INFORMATION**


**Item
      1. LEGAL PROCEEDINGS.**





From
      time
      to time the Company may be subject to litigation incidental to its business.
      The
      Company is not currently a party to any material legal proceedings




**Item
      2.**[SFR3] **UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.**





On
      November 10, 2006, we issued 1,000 shares of series A preferred stock to Mr.
      Ben-Tsur Joseph, President and a member of the Board of Directors of the
      Company. Such shares were issued in consideration of services provided to the
      Company and without payment. The shares of series A preferred stock have no
      rights other than voting rights equal to 400,000 shares of common stock for
      each
      share of series A preferred stock.





**Item
      3. DEFAULTS UPON SENIOR SECURITIES.**





Not
      applicable.




**Item
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**





None.




**Item
      5. OTHER INFORMATION**[SFR4] **.**





**Item
      6. EXHIBITS.**





**Exhibits.**





The
      following exhibits are filed with this report:





Exhibit
      31.1 - Certification of CEO and CFO pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002




Exhibit
      32.1 - Certification of CEO and CFO pursuant to 18 U.S.C. Section
      1350




7




SIGNATURE




In
      accordance with the requirements of the Exchange Act, the registrant has caused
      this report to be signed on its behalf by the undersigned thereunto duly
      authorized.




**INROB
                TECH LTD.**/s/
                BEN-TSUR JOSEPHBen-Tsur
                Joseph,
              Chief
                Executive Officer/
              Chief
                Financial Officer


Date:
        May__, 2007




8