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





**FORM
      10-Q**




UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549





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





For
      the
      Quarterly Period ended March 31, 2008





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





Commission
      file number: 000-49950




**Inrob
      Tech Ltd.**


(Exact
      name of registrant as specified in its charter)




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




**1515
      Tropicana Ave, Suite 140**


**Las
      Vegas NV 89119**


**702-795-3601**


(Address
      of Principal Executive Offices, Zip code)





702-795-3601


(Issuer’s
      Telephone Number)





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


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




Large
                accelerated filer o
            Accelerated
                filer o
            Non-accelerated
                filer o
            Smaller
                reporting companyx





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





There
      were 122,661,902 shares of the Registrant's common stock outstanding as of
      May
      16, 2008.









**INROB
      TECH LTD. AND SUBSIDIARY**





**INDEX
      TO INTERIM CONSOLIDATED**


**FINANCIAL
      STATEMENTS**


**MARCH
      31, 2008, AND 2007**


**(Unaudited)**





**PART
      I - FINANCIAL INFORMATION**


Financial
                Statements-Consolidated
                Balance Sheet as of March 31, 2008, and December 31, 2007
            F-2Consolidated
                Statements of Operations and Comprehensive Income (Loss) for the
                Three
                Months Ended March 31, 2008, and 2007
            F-3Consolidated
                Statements of Cash Flows for the Three Months Ended March 31, 2008,
                and
                2007
            F-4Notes
                to Financial Statements for the Three Months Ended March 31, 2008,
                and
                2007
            F-6




**PART
                II - OTHER INFORMATION**Item
                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
            
            
            7**SIGNATURES**




F-1


**INROB
                  TECH LTD. AND SUBSIDIARY****CONSOLIDATED
                  BALANCE SHEETS (NOTE 2)****AS
                  OF MARCH 31, 2008, AND DECEMBER 31,
                  2007**
  **ASSETS****2008**
              
              **2007**
 **(Unaudited)**
              
              **(Audited)****Current
                  Assets:**
 Cash
                    and cash equivalents
                
                $
                77,220
                
                $
                2,486,975Accounts
                    Receivable - Trade
                
                
                331,668
                
                
                360,650Inventories
                
                
                516,199
                
                
                507,744Cost
                    of uncompleted contracts in excess of billings
                
                
                151,548
                
                
                56,407Prepaid
                    expenses
                
                
                14,348
                
                
                19,574Total
                    current assets
                
                
                1,090,983
                
                
                3,431,350**Property
                    and Equipment:**Office
                    and computer equipment
                
                
                108,948
                
                
                99,885Furniture
                    and fixtures
                
                
                71,263
                
                
                65,335Vehicles
                
                
                516,004
                
                
                587,522Leasehold
                    improvements
                
                
                47,731
                
                
                43,760743,946
                
                
                796,502Less
                    - Accumulated depreciation and amortization
                
                
                (337,096
                )
                
                (352,700
                )Net
                    property and equipment
                
                
                406,850
                
                
                443,802**Other
                    Assets:**Deposits
                    and other
                
                
                685
                
                
                586Debt
                    issuance costs, net
                
                
                281,599
                
                
                368,572Loans
                    to related party companies
                
                
                304,530
                
                
                274,061Interest
                    receivable of loan to Ben-Tsur Joseph
                
                
                51,222
                
                
                46,537Manufacturing
                    deposit
                
                
                2,978,000
                
                
                982,000Total
                    other assets
                
                
                3,616,036
                
                
                1,671,756**Total
                    Assets**
                
                $
                5,113,869
                
                $
                5,546,908**LIABILITIES
                    AND STOCKHOLDERS' (DEFICIT)****Current
                    Liabilities:**Bank
                    overdrafts
                
                $
                210,068
                
                $
                191,870Bank
                    loans and other debt, current portion
                
                
                54,674
                
                
                46,931Current
                    portion of convertible notes
                
                
                3,727,502
                
                
                3,715,389Accounts
                    payable - Trade
                
                
                232,216
                
                
                228,272Due
                    to related party - Director and stockholder
                
                
                4,665
                
                
                2,849Billings
                    on uncompleted contracts in excess of costs
                
                
                207,106
                
                
                2,880Due
                    to related party - Investor group
                
                
                171,437
                
                
                195,341Accrued
                    liabilities
                
                
                313,374
                
                
                178,438Reserve
                    for estimated loss on contract
                
                
                -
                
                
                252,260Income
                    tax payable
                
                
                1,826
                
                
                19,643Deferred
                    revenue
                
                
                522,915
                
                
                532,573Total
                    current liabilities
                
                
                5,445,783
                
                
                5,366,446**Long-term
                    Debt, less current portion:**Bank
                    loans and other debt
                
                
                215,062
                
                
                183,792Convertible
                    notes
                
                
                -
                
                
                750,000Total
                    long-term debt
                
                
                215,062
                
                
                933,792Total
                    liabilities
                
                
                5,660,845
                
                
                6,300,238**Commitments
                    and Contingencies****Stockholders'
                    (Deficit):**Preferred
                    stock, par value $.0001 per share; 20,000,000 sharesauthorized;
                    1,000 Series A shares issued and outstanding
                
                
                -
                
                
                -Additional
                    paid-in capital
                
                
                150,000
                
                
                150,000Common
                    stock, par value $.0001 per share; 380,000,000 sharesauthorized;
                    96,436,182 shares issued and outstanding
                
                
                9,644
                
                
                7,913Additional
                    paid-in capital
                
                
                3,887,502
                
                
                3,010,977Less
                    - Loan receivable - Director and stockholder
                
                
                (475,000
                )
                
                (475,000
                )Accumulated
                    other comprehensive income
                
                
                65,908
                
                
                54,525Accumulated
                    (deficit)
                
                
                (4,185,030
                )
                
                (3,501,745
                )Total
                    stockholders' (deficit)
                
                
                (546,976
                )
                
                (753,330
                )**Total
                    Liabilities and Stockholders' (Deficit)**
                
                $
                5,113,869
                
                $
                5,546,908


The
      accompanying notes to financial statements


are
      an
      integral part of these balance sheets.  F-2




**INROB
                  TECH LTD. AND SUBSIDIARY**
                **CONSOLIDATED
                  STATEMENTS OF OPERATIONS AND**
                **COMPREHENSIVE
                  (LOSS) (NOTE 2) FOR THE**
                **THREE
                  MONTHS ENDED MARCH 31, 2008, AND 2007**
                **(Unaudited)**


**Three
                  Months Ended****March
                  31,****2008**
              
              **2007****Revenues:**Services
              
              $
              477,105
              
              $
              338,963Product
                  sales
              
              
              49,638
              
              
              104,337Total
                  revenues
              
              
              526,743
              
              
              443,300**Cost
                  of Goods Sold:**Services
              
              
              289,070
              
              
              548,677Product
                  sales
              
              
              16,546
              
              
              34,779Total
                  cost of goods sold
              
              
              305,616
              
              
              583,456**Gross
                  Profit (Deficit)**
              
              
              221,127
              
              
              (140,156
              )**Expenses:**General
                  and administrative
              
              
              660,895
              
              
              399,347Total
                  general and administrative expenses
              
              
              660,895
              
              
              399,347**(Loss)
                  from Operations**
              
              
              (439,768
              )
              
              (539,503
              )**Other
                  Income (Expense):**Interest
                  and other income
              
              
              17,136
              
              
              25,634Loss
                  on disposal of asset
              
              
              (7,481
              )
              
              -Interest
                  (expense)
              
              
              (253,188
              )
              
              (126,541
              )Total
                  other income (expense)
              
              
              (243,533
              )
              
              (100,907
              )**(Loss)
                  before Income Taxes**
              
              
              (683,301
              )
              
              (640,410
              )**(Provision)
                  Benefit for income taxes**
              
              
              -
              
              
              -**Net
                  (Loss)**
              
              
              (683,301
              )
              
              (640,410
              )**Comprehensive
                  (Loss):**Israeli
                  currency translation
              
              
              11,383
              
              
              93,793**Total
                  Comprehensive (Loss)**
              
              
              (671,918
              )
              
              (546,617
              )(Loss)
                  per common share - Basic and Diluted
              
              $
              (0.01
              )
              $
              (0.01
              )**Weighted
                  Average Number of Common Shares****Outstanding
                  During the Periods- Basic and Diluted**
              
              
              83,135,681
              
              
              62,259,503


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, 2008, AND 2007**
                **(Unaudited)**
 
 **Three
                  Months Ended****March
                  31,****2008**
              
              **2007****Operating
                  Activities:**Net
                  income (loss)
              
              $
              (683,301
              )
              $
              (640,410
              )Adjustments
                  to reconcile net income (loss) to net cash providedby
                  (used in) operating activities:Depreciation
                  and amortization
              
              
              56,142
              
              
              20,103Amortization
                  of debt issuance costs
              
              
              86,973
              
              
              44,996(Recovery
                  of) loss on contract
              
              
              -
              
              
              (39,141
              )(Loss)
                  on sale of vehicles
              
              
              7,481
              
              
              -Changes
                  in net assets and liabilities-Accounts
                  receivable
              
              
              28,982
              
              
              (52,331
              )Inventories
              
              
              (8,455
              )
              
              308,249Cost
                  of uncompleted contracts in excess of billings
              
              
              (95,141
              )
              
              74,456Prepaid
                  expenses and deposits
              
              
              5,127
              
              
              (14,411
              )Manufacturing
                  contract deposit
              
              
              (1,996,000
              )
              
              -Accounts
                  payable - trade and accrued liabilities
              
              
              205,427
              
              
              21,906Billings
                  on uncompleted contracts in excess of related costs
              
              
              11,765
              
              
              147,697Reserve
                  for loss on contract
              
              
              -
              
              
              (39,141
              )Deferred
                  revenue
              
              
              (9,658
              )
              
              (114,877
              )Income
                  taxes payable and other
              
              
              (17,817
              )
              
              -**Net
                  Cash Provided by (Used in) Operating Activities**
              
              
              (2,408,475
              )
              
              (282,904
              )**Investing
                  Activities:**Proceeds
                  from sale of vehicles
              
              
              45,599
              
              
              -Purchases
                  of and adjustments to property and equipment
              
              
              (72,270
              )
              
              (7,644
              )**Net
                  Cash (Used in) Provided by Investing Activities**
              
              
              (26,671
              )
              
              (7,644
              )**Financing
                  Activities:**Proceeds
                  from long-term debt
              
              
              54,063
              
              
              -Payments
                  on long-term debt
              
              
              (15,050
              )
              
              (62,077
              )Proceeds
                  from (offset to) bank overdrafts
              
              
              18,198
              
              
              (37,319
              )Proceeds
                  from issuance of convertible notes
              
              
              -
              
              
              3,000,000Debt
                  issuance costs - Convertible notes
              
              
              -
              
              
              (355,263
              )Proceeds
                  from (payments to) loan from related party - Investor
                  group
              
              
              (7,001
              )
              
              10,924Payments
                  on (advances to) Loan - Director and stockholder
              
              
              -
              
              
              (9,290
              )Due
                  from related party - Director and stockholder
              
              
              -
              
              
              67,923Due
                  to related parties
              
              
              (1,064
              )
              
              -Received
                  from (loans to) related party companies
              
              
              (35,154
              )
              
              35,268**Net
                  Cash Provided by Financing Activities**
              
              
              13,992
              
              
              2,650,166**Effect
                  of Exchange Rate Changes on Cash**
              
              
              11,399
              
              
              93,793**Net
                  Increase (Decrease) in Cash**
              
              
              (2,409,755
              )
              
              2,453,411**Cash
                  and Cash Equivalents - Beginning of Period**
              
              
              2,486,975
              
              
              2,278,371**Cash
                  and Cash Equivalents - End of Period**
              
              $
              77,220
              
              $
              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, 2008, AND 2007**
                **(Unaudited)**
 
 **Supplemental
                  Disclosures of Cash Flow Information:**
 
 **Three
                  Months Ended****March
                  31,****2008**
              
              **2007**Cash
                  paid during the period for:Interest
              
              $
              9,674
              
              $
              18,258Income
                  taxes
              
              $
              -
              
              $
              -
 
 **Supplemental
        Information of Noncash Investing and Financing Activities:**
  During
        the three-month period ended March 31, 2008, the Company issued 17,309,953
        shares of its common stock as payment of $737,887 of principal and $140,370
        of
        accrued interest on certain convertible notes.


The
      accompanying notes to financial statements are


an
      integral part of these statements.


F-5


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





**** *Organization
      and Basis of Presentation*





Inrob
      Tech Ltd. (“Inrob Tech” or the “Company”) is a Nevada corporation which provides
      engineering products and services for the maintenance of critical and
      sophisticated equipment, and the integration and production of advanced wireless
      control solutions for unmanned ground vehicle (“UVR”) robots. The remote control
      systems of the Company are the “brains” for many UVR solutions. The current
      nature of Israel’s security situation coupled with the Company’s close work with
      the Israeli Defense Forces (“IDF”) and the Israeli police, has helped the
      Company gain extensive experience in a wide range of military and law
      enforcement UVR applications and control solutions. The Company has also
      targeted the civilian applications market, which includes solar powered
      equipment, and dangerous tasks such as nuclear plant maintenance, inspection
      and
      decommissioning, the demolition industry, and firefighting and rescue services.
      The accompanying consolidated financial statements of Inrob Tech were prepared
      from the accounts of the Company and its wholly owned subsidiary under the
      accrual basis of accounting in United States dollars. In addition, the
      accompanying consolidated financial statements reflect the completion of a
      reverse merger between Inrob Tech and Inrob Ltd. (“Inrob Israel”), which was
      effected on July 21, 2005.





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





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





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.




Given
      that Inrob Israel is considered to have acquired Inrob Tech by a reverse merger
      through a Stock Purchase Agreement, and its sole stockholder currently has
      voting control of the Company, the accompanying consolidated financial
      statements and related disclosures in the notes to consolidated financial
      statements present the financial position as of March 31, 2008, and the
      operations for the three months ended March 31, 2008, and 2007, of Inrob Israel
      under the name of Inrob Tech Ltd. The reverse merger has been recorded as a
      recapitalization of the Company, with the net assets of Inrob Israel and Inrob
      Tech brought forward at their historical bases. The costs associated with the
      reverse merger have been expensed as incurred.


F-6


The
      consolidated financial statements as of March 31, 2008, include the accounts
      of
      Inrob Tech Ltd., Inrob Israel through a reverse merger transaction, and a wholly
      owned subsidiary, Inrob Philippines, Incorporated. Intercompany transactions
      and
      balances have been eliminated in consolidation.





*Unaudited
      Interim Financial Statements*





The
      interim financial statements as of March 31, 2008, and for the periods ended
      March 31, 2008, and 2007, are unaudited. However, in the opinion of management,
      the interim consolidated financial statements include all adjustments,
      consisting only of normal recurring adjustments, necessary to present fairly
      the
      Company’s consolidated financial position as of March 31, 2008, and the
      consolidated results of its operations and its cash flows for the periods ended
      March 31, 2008, and 2007. These results are not necessarily indicative of the
      results expected for the calendar year ending December 31, 2008. The
      accompanying consolidated financial statements and notes thereto do not reflect
      all disclosures required under accounting principles generally accepted in
      the
      United States of America. Refer to Inrob Tech Ltd.’s audited financial
      statements contained in its Annual Report on Form 10-KSB as of December 31,
      2007, for additional information, including significant accounting
      policies.





*Cash
      and Cash Equivalents*





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





*Accounts
      Receivable*





Accounts
      receivable consist of amounts due from customers, employees and related parties.
      The Company establishes an allowance for doubtful accounts in amounts sufficient
      to absorb potential losses on accounts receivable. As of March 31, 2008, no
      allowance for doubtful accounts was deemed necessary. While management uses
      the
      best information available upon which to base estimates, future adjustments
      to
      the allowance may be necessary if economic conditions differ substantially
      from
      the assumptions used for the purpose of analysis.


F-7


*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.


F-8
  *Lease
      Obligations*





All
      noncancellable leases with an initial term greater than one year are categorized
      as either capital or operating leases. Assets recorded under capital leases
      are
      amortized according to the same methods employed for property and equipment
      or
      over the term of the related lease, if shorter.





*Impairment
      of Long-Lived Assets*





The
      Company evaluates the recoverability of long-lived assets and the related
      estimated remaining lives when events or circumstances lead management to
      believe that the carrying value of an asset may not be recoverable. For the
      periods ended March 31, 2008, and 2007, 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
      No. 68”). All costs incurred under the contractual arrangements are deferred and
      recognized as cost of sales (product sales) upon completion of the contract
      work.





*Deferred
      Offering Costs*





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


F-9




*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, 2008, the Company
      amortized $86,973 of debt issuance costs related to convertible notes as
      additional interest expense.





*Advertising
      and Promotion Costs*





Advertising
      and promotion costs are charged to operations when incurred. For the periods
      ended March 31, 2008, and 2007, advertising and promotion costs amounted to
      $239
      and $3,615, respectively.





*Comprehensive
      Income (Loss)*





The
      Company presents comprehensive income (loss) in accordance with Statement of
      Financial Accounting Standards No. 130, “ *Reporting
      Comprehensive Income”* (“SFAS
      No. 130”). SFAS No. 130 states that all items that are required to be
      recognized under accounting standards as components of comprehensive income
      (loss) be reported in the financial statements. For the periods ended March
      31,
      2008, and 2007, the only components of comprehensive income (loss) were the
      net
      income (loss) for the periods, and the foreign currency translation
      adjustments.





*Income
      Taxes*





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




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





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


F-10
  *Foreign
      Currency Translation*





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





*Fair
      Value of Financial Instruments*





The
      Company estimates the fair value of financial instruments using the available
      market information and valuation methods. Considerable judgment is required
      in
      estimating fair value. Accordingly, the estimates of fair value may not be
      indicative of the amounts the Company could realize in a current market
      exchange. As of March 31, 2008, the Company’s financial instruments approximated
      fair value to do the nature and maturity of such instruments.





*Estimates*





The
      consolidated financial statements are prepared on the basis of accounting
      principles generally accepted in the United States. The preparation of financial
      statements in conformity with generally accepted accounting principles requires
      management to make estimates and assumptions that affect the reported amounts
      of
      consolidated assets and liabilities as of March 31, 2008, and consolidated
      revenues and expenses for the periods ended March 31, 2008, and 2007. Actual
      results could differ from those estimates made by management.





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





During
      the year ended December 31, 2007, 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.


F-11


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 significant operating losses through March 31, 2008, and has
      insufficient revenues to cover its on-going operating costs. These and other
      factors raise substantial doubt about the Company’s ability to continue as a
      going concern. The accompanying consolidated financial statements do not include
      any adjustments to reflect the possible future effects on the recoverability
      and
      classification of assets or the amounts and classification of liabilities that
      may result from the possible inability of the Company to continue as a going
      concern.





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





As
      of
      March 31, 2008, inventories consisted of the following:







2008Work
                in progress
            
            $
            50,187Materials
            
            
            466,012Total
            
            $
            516,199





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





As
      discussed in Note 9, in July 2005, Inrob Israel purchased, on behalf of Ben-Tsur
      Joseph, President, sole Director and stockholder, 2,057,415 shares of common
      stock of Inrob Tech in connection with the reverse merger. The amount of
      consideration provided by Inrob Israel for the shares was $475,000. Thereafter,
      Mr. Joseph entered into a Share Transfer and Loan Agreement with Inrob Israel
      whereby the company transferred to Mr. Joseph 2,057,415 shares of the common
      stock of Inrob Tech in exchange for a promissory note issued by Mr. Joseph
      in
      the amount of $475,000. The promissory note carries an interest rate of four
      percent per annum, and is payable to Inrob Israel on demand. As of March 31,
      2008, the balance owed on the loan plus accrued interest amounted to $526,222.
      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-12


**(5)**  **Loan
      to and Interest Receivable from Related Parties**




A
      loan to
      a related party entity bears interest at a variable rate equivalent to the
      minimum rate allowed by the Israel Income Tax Ordinance (4% percent), is
      unsecured and is due, including principal and interest, on December 31, 2008.
      Interest receivable from Mr. Joseph associated with the loan transaction
      described in Note 4 above amounted to $51,222 as of March 31, 2008. The
      following summarizes the amounts receivable as of March 31, 2008:




2008Ben-Tsur
                Joseph Holdings Ltd.
            
            $
            303,110Totals
            
            $
            303,110





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





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





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





On
      September 30, 2005, the Company issued a convertible debenture (the “Debenture”)
      in the amount of $42,500 to a third-party entity. The Debenture carried an
      interest rate of ten (10) percent per annum, was due on November 30, 2005,
      and
      was convertible into 2,000,000 publicly traded shares of the Company’s common
      stock. The due date of the Debenture was extended to December 31, 2006, by
      written agreement between the parties. In addition, effective September 30,
      2006, the third-party entity executed a document wherein it indicated that
      it
      had waived its right to convert the Debenture to common stock of the Company.
      In
      November 2006, the Debenture, together with accrued interest, for a total amount
      of $46,750, was paid off.





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





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





Payments
      amortizing the outstanding principal amount and related interest under the
      Convertible Notes will commence on the third month anniversary date of the
      date
      of issuance (February 15, 2007) and on the same day of each month thereafter
      until the principal amount and interest have been repaid in full. On each
      repayment date, the Company is required to make payments to the investors in
      the
      amount of 4.76 percent of the initial principal amount and all interest accrued
      on the Convertible Notes as of the repayment date. Upon an event of default,
      the
      interest rate will automatically be increased to 15 percent. At the Company’s
      election, monthly repayments may be made (i) in cash in an amount equal to
      115
      percent of the principal amount component of the monthly payment, and 100
      percent of all other components, or (ii) in shares of registered common stock
      of
      the Company at a conversion price equal to the lesser of (a) $0.25, or (b)
      75
      percent of the average of the closing bid price of the common stock of the
      Company as reported by Bloomberg L.P. for the common stock’s principal market
      for the five trading days preceding the date a notice of conversion given to
      the
      Company after the Company notifies the holder of the Convertible Notes of its
      election to make a monthly repayment in shares of registered common
      stock.


F-13


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





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





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





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





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





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


F-14




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 percent convertible notes (the “Convertible
      Notes”) in the principal amount of $3,000,000. The maturity date of the
      Convertible Notes is two years from the date of issuance - March 27, 2009.
      The
      transaction was completed under essentially the same terms and conditions as
      the
      first issuance described above. In additional, under the terms of the
      transactional documents, all rights and benefits to be granted to the investors
      (including the security interest) were identical to and intended to be shared
      equally with the holders of the Convertible Notes and warrants issued by the
      Company as of November 15, 2006. Proceeds from the second subscription agreement
      amounted to approximately $2,594,738 after debt issuance costs.





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





For
      the
      three months ended March 31, 2008, the Company issued 17,309,953 shares of
      its
      common stock as payment of $737,887 of principal and $140,370 of accrued
      interest related to Convertible Notes.





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





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


F-15


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





As
      described in Note 8, in November 2006, the Company issued Class A warrants
      to
      purchase 6,000,000 shares of the Company’s common stock at $0.40 per share, and
      Class B warrants to purchase 6,000,000 shares of the Company’s common stock at
      $0.50 per share. In addition, 1,200,000 finder’s warrants were also issued to
      purchase 1,200,000 shares of the Company’s common stock at $0.25 per share. All
      warrants are exercisable for a period of five years following the effective
      date
      of a registration statement filed with the SEC, which the Company received
      on
      January 11, 2007.





In
      connection with the second issuance of Convertible Notes completed in March
      2007, the Company also issued Class A warrants to purchase 6,000,000 shares
      of
      the Company’s common stock at $0.40 per share, and Class B warrants to purchase
      6,000,000 shares of the Company’s common stock at $0.50 per share. In addition,
      1,200,000 finder’s warrants were also issued to purchase 1,200,000 shares of the
      Company’s common stock at $0.25 per share. All warrants were exercisable for a
      period of five years following the effective date of a registration statement
      filed with the SEC. As described in Note 8, effective October 23, 2007, the
      exercise price of the warrants pertaining to the second issuance of Convertible
      Notes was reduced to $0.25 and their expiration date was fixed at the sixth
      anniversary of the closing date of the March 2007 second issuance of Convertible
      Notes.





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





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


F-16


In
      December 2007, the FASB issued SFAS No. 160, *“Noncontrolling
      Interests in Consolidated Financial Statements - an amendment of ARB No. 51”* (“SFAS
      No. 160”), ** which
      establishes accounting and reporting standards to improve the relevance,
      comparability, and transparency of financial information in its consolidated
      financial statements. This is accomplished by requiring all entities, except
      not-for-profit organizations, that prepare consolidated financial statements
      to
      (a) clearly identify, label, and present ownership interests in subsidiaries
      held by parties other than the parent in the consolidated statement of financial
      position within equity, but separate from the parent’s equity; (b) clearly
      identify and present both the parent’s and the noncontrolling’s interest
      attributable consolidated net income on the face of the consolidated statement
      of income; (c) consistently account for changes in parent’s ownership interest
      while the parent retains it controlling financial interest in subsidiary and
      for
      all transactions that are economically similar to be accounted for similarly;
      (d) measure of any gain, loss, or retained noncontrolling equity at fair value
      after a subsidiary is deconsolidated; and (e) provide sufficient disclosures
      that clearly identify and distinguish between the interests of the parent and
      the interests of the noncontrolling owners. This Statement also clarifies that
      a
      noncontrolling interest in a subsidiary is an ownership interest in the
      consolidated entity that should be reported as equity in the consolidated
      financial statements. SFAS No. 160 is effective for fiscal years and interim
      periods on or after December 15, 2008. The management of the Company does not
      expect the adoption of this pronouncement to have a material impact on its
      financial statements.





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





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


F-17




●
            Disclosure
                of the fair values of derivative instruments and their gains and
                losses in
                a tabular format;


●
            Disclosure
                of information about credit-risk-related contingent features;
                and


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





SFAS
      No.
      161 is effective for fiscal years and interim periods beginning after November
      15, 2008. Earlier application is encouraged. The management of the Company does
      not expect the adoption of this pronouncement to have a material impact on
      its
      financial statements.





In
      May
      2008, the FASB issued FASB Statement No. 162, “ *The
      Hierarchy of Generally Accepted Accounting Principles* ”
(“SFAS
      No. 162”). SFAS No. 162 identifies the sources of accounting principles and the
      framework for selecting the principles used in the preparation of financial
      statements of nongovernmental entities that are presented in conformity with
      generally accepted accounting principles in the United States of America. The
      sources of accounting principles that are generally accepted are categorized
      in
      descending order as follows:





a)
            FASB
                Statements of Financial Accounting Standards and Interpretations,
                FASB
                Statement 133 Implementation Issues, FASB Staff Positions, and American
                Institute of Certified Public Accountants (AICPA) Accounting Research
                Bulletins and Accounting Principles Board Opinions that are not superseded
                by actions of the FASB.





b)
            FASB
                Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit
                and
                Accounting Guides and Statements of
                Position.





c)
            AICPA
                Accounting Standards Executive Committee Practice Bulletins that
                have been
                cleared by the FASB, consensus positions of the FASB Emerging Issues
                Task
                Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts
                (EITF D-Topics).





d)
            Implementation
                guides (Q&As) published by the FASB staff, AICPA Accounting
                Interpretations, AICPA Industry Audit and Accounting Guides and Statements
                of Position not cleared by the FASB, and practices that are widely
                recognized and prevalent either generally or in the
                industry.





**(11)**  **Related
      Party Transactions**





Inrob
      Israel entered into a management agreement with a Director and officer on
      October 1, 2003, which was subsequently extended as to its commencement date
      to
      May 1, 2005. Other terms and conditions related to equipment usage commenced
      with the original date of the agreement. Under the terms of the agreement,
      the
      Company is obligated to pay $15,000 per month during the first year and $20,000
      per month thereafter for management fees. For the periods ended December 31,
      2006, and 2005, the Company accrued $220,000 and $120,000, respectively under
      the management agreement. The Director and officer agreed to offset
      approximately $205,000 owed to the Company by a related party entity of the
      Director and officer against the management fee liability. As of March 31,
      2008,
      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.


F-18


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





As
      of
      March 31, 2008, Mr. Ben-Tsur Joseph, President and Director of the Company,
      had
      loaned a total of $4,665 to the Company for working capital purposes. The loan
      is unsecured, non-interest bearing, and has no terms for repayment.





**(12)**  **Commitments
      and Contingencies**





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


F-19


**Item
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATIONS.**





**FORWARD-LOOKING
      STATEMENTS**





The
      following discussion should be read in conjunction with our unaudited interim
      financial statements and notes thereto included herein. In connection with,
      and
      because we desire to take advantage of, the “safe harbor” provisions of the
      Private Securities Litigation Reform Act of 1995, we caution readers regarding
      certain forward-looking statements in the following discussion and elsewhere
      in
      this Report and in any other statement made by, or on our behalf, whether or
      not
      in future filings with the Securities and Exchange Commission. Forward-looking
      statements are statements not based on historical information and which relate
      to future operations, strategies, financial results or other developments.
      Forward-looking statements are necessarily based upon estimates and assumptions
      that are inherently subject to significant business, economic, and competitive
      uncertainties and contingencies, many of which are beyond our control, and
      many
      of which, with respect to future business decisions, are subject to change.
      These uncertainties and contingencies can affect actual results and could cause
      actual results to differ materially from those expressed in any forward-looking
      statements made by, or on our behalf. We disclaim any obligation to update
      forward-looking statements.





**PLAN
      OF OPERATIONS**




Our
      operating subsidiary is Inrob Israel. Inrob Israel was established in 1988
      as an
      engineering firm providing cost-efficient solutions for organizations to
      outsource maintenance of critical and sophisticated equipment. We now provide
      maintenance support of industrial electronic, electro-mechanical, optical,
      and
      other scientific equipment, mainly to customers in the defense
      industry.




Inrob
      Israel and its management team built on this engineering experience and customer
      base, and in 1992 expanded into a second area of operations. Today, on top
      of
      our maintenance and support services, we develop, integrate and produce advanced
      wireless control solutions for unmanned ground vehicle robots. Our remote
      control systems are the "brains" for many UGV solutions.




The
      current nature of Israel's security situation coupled with our close work with
      the Israel Defense Forces and the Israeli police, has helped us gain extensive
      experience in a wide range of military and law enforcement UGV applications
      and
      control solutions. We have the ability to provide fast and reliable solutions
      to
      meet the immediate operational needs of front-line IDF units as they arise.
      We
      are also targeting the civilian applications market, which includes dangerous
      tasks such as nuclear plant maintenance, inspection and decommissioning, the
      demolition industry and firefighting, and rescue services.




Our
      UGV
      solutions include:




·
            Remote
                control systems (the "brains" of any
                robot)




·
            Complete
                robot systems




·
            Customized
                solutions




We
      are
      certified to design, manufacture and maintain electronic, optical and
      electro-mechanical equipment and are a certified supplier to the Israel Defense
      Forces and the Israeli Air Force. We have also been issued a certificate from
      the Israeli Air Force stating that our quality system is approved to perform
      inspection of products and services supplied to the Israeli Air
      Force.


2
  **RESULTS
      OF OPERATIONS:**





**Three
      Months Ended March 31, 2008, Compared to Three Months Ended March 31,
      2007**





*Revenues-*





For
      the
      three months ended March 31, 2008, the Company recognized $526,743 in revenues
      compared to $443,300 for the same period in 2007, which resulted in an overall
      increase of $83,443, or 18.8%. The overall increase in revenues resulted
      primarily from an increase in services from $338,963 in 2007 to $477,105 in
      2008, and increase of $138,142 or 40.8%. Product sales decreased from $104,337
      in 2007 to $49,638 in 2008, a decrease of 52.41%. The increase in service
      revenues resulted from the completion of additional projects under contract
      during the quarter.





*Cost
      of Goods Sold-*





Cost
      of
      goods sold amounted to $305,616 compared to $583,456 for the same period in
      2007, resulting in a decrease of $277,840, or 47.6%. The decrease was primarily
      attributed to reductions in materials, repairs and maintenance, occupancy/rent
      costs, insurance, and project consulting expenses offset by increases in
      salaries and wages, and vehicle operating expenses.





*General
      and Administrative Expenses-*





General
      and administrative expenses increased from $399,347 in 2007, to $660,895 for
      the
      same period in 2007, resulting in an overall increase of $261,548, or 65.5%.
      The
      increase was primarily attributed to increases in office and supply expenses,
      management fees, telephone and communications expenses, professional fees,
      promotion and business expansion expenses, and depreciation expense, computer
      supplies, and repair expenses offset by decreases in auto transportation
      expenses.





*Other
      Income (Expense)-*





Other
      income (expense) for the three months ended March 31, 2008, amounted to an
      expense of $243,533, from an expense of $100,907 for the same period in 2007.
      The increase of $142,626 was primarily attributable to an increase in interest
      expense of $126,647 related to the Company’s convertible notes and a decrease in
      interest and other income of $8,498.





*Net
      (Loss)-*





Net
      (Loss) for the three months ended March 31, 2008, went from a loss of $(640410)
      in 2007 to a net loss of $(683,301). The
      increase in the loss of $42,891, or 6.7%, was due to the net impact of the
      items
      described previously in 2008.





*Comprehensive
      (Loss)-*





Comprehensive
      (loss) for the three months ended March 31, 2008, increased from a comprehensive
      loss of $(546,617) in 2007 to comprehensive loss of $(671,918) in 2008, for
      an
      overall loss increase of $(82,410), or 22.9%. The increase in the loss was
      due
      primarily to the business activities described above and fluctuations in Israeli
      currency.





*Weighted
      Average Number of Shares Outstanding-*





The
      weighted average number of common shares outstanding increased from 62,259,503
      in 2007 to 83,135,681 in 2008. The increase was primarily due to various
      transactions that were completed involving our Common Stock, including
      conversions by holders of the Company’s convertible notes and the payments of
      principal and interest under those notes that were made in shares.





**Liquidity
      and Financial Resources**





During
      the three months ended March 31, 2008, net cash (used in) operating activities
      amounted to $2,408,475 when compared to net cash (used in) operating activities
      of $282,904 for the same period in 2007. The increase in net cash used in
      operations was primarily due to the net loss for the period, increases in
      accounts receivable, prepaid expenses and deposits, manufacturing deposit and
      deferred revenue, offset by then


3
  impact
      of
      debt issuance costs and depreciation, and decreases in inventories, cost of
      uncompleted contracts in excess of billings, accounts payable - trade and
      accrued liabilities, and billings on uncompleted contracts in excess of related
      costs.





Net
      cash
      (used in) investing activities in 2008 primarily for the purchase of property
      and equipment amounted to $26,671. In 2008, net cash provided by financing
      activities amounted to $13,992 when compared to net cash provided by financing
      activities of $2,650,166 for the same period in 2007. The decrease was primarily
      due to the fact that during 2007 the company received $3,000,000 in proceeds
      obtained from the issuance of convertible notes offset by $355,262 in debt
      issuance costs.





As
      of
      March 31, 2008, current liabilities exceeded current assets by $4,354,800,
      and the accumulated deficit amounted to $(4,185,030). **** 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
      12 months, subject to the operating factors discussed previously and use of
      capital described below.


4
  **Recent
      Financing Activities**





*November
      2006 Financing*





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





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




*March
      2007 Financing*





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





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





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





On
      October 23, 2007, we entered into an amendment to the subscription agreement
      dated March 27, 2007. Under the terms of the amendment, we are no longer
      required to register the shares issuable upon conversion of the Notes and
      exercise of the warrants issued in connection with the Agreement. The interest
      under the Notes was increased to 18% and is deemed to have accrued from the
      date
      of issuance of the Notes. We will be required to make principal and interest
      payments under the Notes in common stock only. The exercise price of the
      warrants was reduced to $0.25 and their expiration date was fixed at the sixth
      anniversary of the closing date of the March financing.


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


5


**Item
      3. CONTROLS AND PROCEDURES.**




**Evaluation
      and Disclosure Controls and Procedures**




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





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




At
      this
      time, management has decided that considering the employees involved and the
      control procedures in place and the potential benefits of adding additional
      employees to clearly segregate duties does not justify the additional
      expense.





We
      will
      periodically reevaluate this situation. If the situation changes and sufficient
      capital is secured, it is our intention to increase staffing to mitigate the
      current lack of segregation of duties within the general administrative and
      financial functions.





**Changes
      in Internal Controls**




Management
      has evaluated the effectiveness of the disclosure controls and procedures as
      of
      March 31, 2008. Based on such evaluation, management has concluded that the
      disclosure controls and procedures were effective March 31, 2008 for their
      intended purpose described above. There were no changes to the internal controls
      during the three-month period ended March 31, 2008, that have materially
      affected or that are reasonably likely to affect the internal
      controls.





**Limitations
      on the Effectiveness of Controls**




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


6




**PART
      II - OTHER INFORMATION**





**Item
      1. LEGAL PROCEEDINGS.**





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





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





None.





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





Not
      applicable.





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





None.





**Item
      5. OTHER INFORMATION**





**Item
      6. EXHIBITS.**





**Exhibits.**





The
      following exhibits are filed with this Report:





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




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


7




SIGNATURE




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




**INROB
                TECH LTD.**/s/ BEN-TSUR
                JOSEPHBen-Tsur
                Joseph,
              Chief
                Executive Officer/
              Chief
                Financial OfficerDate:
                May 20, 2008




8