**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION****WASHINGTON,DC 20549**

**FORM10-KSB/A**

**(MARK ONE)**

**x**                              ANNUALREPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

**Forthe fiscal year ended December 31, 2006**

**OR**

**o**                                 TRANSITIONREPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

**CommissionFile Number 000-2883**

**VUBOTICS, INC.**

(Name of smallbusiness issuer in its charter)

| **Georgia**                   | ** ** | **000-28883** | ** ** | **58-2212465**       |
|-------------------------------|------------|---------------|------------|----------------------|
| (State or Other  Jurisdiction |       | (Commission   |       | (IRS Employer        |
| of  Incorporation)            |       | File Number)  |       | Identification  No.) |

 

**235Peachtree Street NE, Suite 1725, Atlanta, Georgia 30303**(Address of Principal Executive Offices) (Zip Code)

(Registrant’stelephone number, including area code)  **404-474-2576**

Securities registeredunder Section 12(b) of the Exchange Act: **None**Securities registered under Section 12(g) of the Exchange Act:  **Common Stock, $0.001 parvalue**

Check whether the issueris not required to file reports pursuant to Section 13 or 15(d) of the ExchangeAct. o

Check whether the issuer (1) filed all reportsrequired to be filed Section 13 or 15(d) of the Exchange Act during the past 12months (or for such shorter period for which the registrant was required tofile reports), and (2) has been subject to such filing requirements for thepast 90 days.  x Yes   o No

Check if there is no disclosure of delinquent filersin response to Item 405 of Regulation S-B contained in this form, and nodisclosure will be contained, to the best of registrant’s knowledge, in definitiveproxy or information statements incorporated by reference in Part III of thisForm 10-KSB or any amendment to this Form 10-KSB: x

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

Registrant’s revenues for the twelve month periodended December 31, 2006 were $37,000

The aggregate market value of the voting andnon-voting common equity stock held by non-affiliates of the Company computedby reference to the price at which the stock was sold, or the average bid andasked prices of such common equity on the OTC Bulletin Board, as of March 19,2007 was $12,092,656 based on 44,787,616 shares at $0.27 per share.

As of March 19, 2007, the Registrant had outstanding52,228,718 shares of Common Stock, $0.001 par value.

Documentsincorporated by reference:  **None**

Transitional Small Business Disclosure Format:    Yes o  No x

 

 

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**PART II**

**EXPLANATORY NOTE**

VuBotics, Inc. (the “Company”) is filing this Form10-KSB/A to its Annual Report on Form 10-KSB for the period ended December 31,2006, which was filed on April 2, 2007 (the “Form 10-KSB”), solely to  amend the disclosure contained in Item 8(Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure) to reflect a change in the Company’s principal accountants duringfiscal 2005 and 2006.  With the exceptionof the foregoing, no other information in our Form 10-KSB has beensupplemented, updated or amended by this filing.

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**ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTSON ACCOUNTING AND FINANCIAL DISCLOSURE.**

**Changein Accountants during 2005 Fiscal Year**

The Board of Directors (the “Board”)had engaged Bongiovanni and Associates, CPA’s, PA (“Bongiovanni”) in connectionwith the Company’s audit of its financial statements for the 2003 and 2004fiscal years.  During such engagement,Mr. William T. Uniack associated with Bongiovanni in connection with thepreparation of the audit of the Company’s consolidated financial statements forthe 2003 and 2004 fiscal years.   BecauseMr. Uniack joined the firm of  E. PhillipBailey, CPA (“Bailey”), the Board approved the dismissal of Bongiovanni onDecember 15, 2005.  The Company dismissedBongiovanni effective December 15, 2005, and engaged Bailey on December 16,2005 to serve as the Company’s independent registered public accounting firm inconnection with the audit of the Company’s consolidated financial statementsfor the 2005 fiscal year in order to maintain the continuity of the Company’saccounting and auditing services.  Mr.Uniack served as the principal accountant in connection with the preparation ofthe audit for the 2005 fiscal year.

Bongiovanni’s audit reporton the Company’s consolidated financial statements as of and for the fiscalyears ended December 31, 2003 and December 31, 2004 did not contain an adverseopinion or disclaimer of opinion, nor was it qualified or modified as touncertainty, audit scope, or accounting principles, except as follows:

Bongiovanni’saudit report on the Company’s consolidated financial statements as of and forthe fiscal years ended December 31, 2003 and December 31, 2004 included thefollowing statement:  “The accompanyingconsolidated financial statements have been prepared assuming that the Companywas a going concern.  As discussed inNote 8 to the financial statements, the Company has suffered recurring lossesand has a net capital deficiency.  Theseconditions raise substantial doubt about its ability to continue as a goingconcern.  Management’s plans in regard tothese matters are also described in Note 8. The financial statements do not include any adjustments relating to therecoverability and classification of asset carrying amounts or the amount andclassification of liabilities that might result should the Company be unable tocontinue as a going concern.”

During the Company’s 2003 and 2004 fiscal years, and the interim periodthrough December 16, 2005, there was no disagreement between the Company andBongiovanni on any matter of accounting principles or practices, financialstatement disclosure, or auditing scope or procedure, which disagreement, ifnot resolved to the satisfaction of Bongiovanni, would have caused them to makereference to the subject matter of such disagreement in connection with itsreports on the Company’s consolidated financial statements for suchperiods.  During the fiscal years endedDecember 31, 2003 and December 31, 2004 and the interim period through December16, 2005, Bongiovanni did not advise the Company of any of the mattersspecified in Item 304(a)(1)(iv)(B) of Regulation S-B.

During the fiscal years ended December 31, 2003 and December 31, 2004,and the interim period through December 16, 2005, the Company had noconsultations with Bailey concerning:

(a) the application of accounting principles to a specific transactionor the type of opinion that might be rendered on the Company’s financialstatements as to which the Company received oral advice that was an importantfactor in reaching a decision on any accounting, auditing or financialreporting issue; or

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(b) any disagreements, as defined in Item 304(a)(1)(iv) of RegulationS-B.

The dismissal of Bongiovanni and the appointment of Bailey as theCompany’s independent registered public accounting firm of the Company had beenunanimously approved by our Board of Directors.

**Change in Accountants during 2006 Fiscal Year**

E. Phillip Bailey, CPA (“Bailey”)completed the audit of, and issued its audit report on, the Company’sconsolidated financial statements for fiscal year 2005.  The Board of Directors engaged Bailey toconduct the Company’s audit for fiscal years 2006 and 2007.  Because Mr. Uniack, the Company’s principalaccountant at Bailey, resigned from Bailey in February 2007 and formed his ownfirm WT Uniack & Co. (“Uniack”), on February 15, 2007, the Companydismissed E. Phillip Bailey, CPA (“Bailey”) as the Company’s independentregistered public accounting firm and engaged WT Uniack & Co. (“Uniack”) toserve as the Company’s independent registered public accounting firm inconnection with the audit of the Company’s consolidated financial statementsfor the 2006 fiscal year.

Bailey’s audit report on the Company’s consolidated financialstatements as of and for the fiscal year ended December 31, 2005 did notcontain an adverse opinion or disclaimer of opinion, nor was it qualified ormodified as to uncertainty, audit scope, or accounting principles, except asfollows:

Bailey’saudit report on the Company’s consolidated financial statements as of and forthe fiscal year ended December 31, 2005 included the following statement:  “The accompanying consolidated financialstatements have been prepared assuming that the Company was a going concern.  As discussed in Note 8 to the financialstatements, the Company has suffered recurring losses and has a net capitaldeficiency.  These conditions raisesubstantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these mattersare also described in Note 8.  Thefinancial statements do not include any adjustments relating to therecoverability and classification of asset carrying amounts or the amount andclassification of liabilities that might result should the Company be unable tocontinue as a going concern.”

During the Company’s fiscal years ended December 31, 2006 and 2005, andthe interim period through February 15, 2007, there was no disagreement betweenthe Company and Bailey on any matter of accounting principles or practices,financial statement disclosure, or auditing scope or procedure, whichdisagreement, if not resolved to the satisfaction of Bailey, would have causedthem to make reference to the subject matter of such disagreement in connectionwith its report on the Company’s consolidated financial statements for suchperiods.  During our past two fiscalyears and the interim period through February 15, 2007, Bailey did not adviseus of any of the matters specified in Item 304(a)(1)(iv)(B) of Regulation S-B.

During the fiscal years ended December 31, 2006 and December 31, 2005,and the interim period through February 15, 2007, the Company had noconsultations with Unaick concerning:

(a) the application of accounting principles to a specific transactionor the type of opinion that might be rendered on the Company’s financialstatements as to which we received oral advice that was an important factor inreaching a decision on any accounting, auditing or financial reporting issue;or

(b) any disagreements, as defined in Item 304(a)(1)(iv) of RegulationS-B.

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The dismissal of Bailey and the appointment of Uniack as the Company’sindependent registered public accounting firm of the Company was unanimouslyapproved by our Board of Directors.

**ITEM 8A.  CONTROLS AND PROCEDURES.**

Based on his review andevaluation, which was completed in consultation with management in connectionwith the filing of the Form 10-KSB which was filed on April 2, 2007, theCompany’s Chief Executive Officer and Chief Financial Officer concluded thatthe design and operation of the Company’s disclosure controls and procedures(as defined in Rules 13a-14 and 15d-14 promulgated under the Securities andExchange Act of 1934, as amended (the “Exchange Act”)) were effective as ofDecember 31, 2006, on the date of the filing of the Form 10-KSB and as of thedate of this Form 10-KSB/A, in timely alerting the Company’s management tomaterial information required to be included in the Form 10-KSB and otherExchange Act filings.  There were nochanges (including corrective actions with regard to significant deficienciesor material weaknesses) in the Company’s internal control over financialreporting that have materially affected, or are reasonably likely to materiallyaffect, the Company’s internal control over financial reporting.

**ITEM8B.  OTHER INFORMATION.**

None.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by theundersigned hereunto duly authorized.
|        | VuBotics, Inc. |
|--------|----------------|
|   |           |
|   | By:            | /s/ Phillip E. Lundquist |
|   |           | Name: | Phillip E. Lundquist |
|   |           | Title: | Chief Executive Officer |
|   |           | Date: | June 29, 2007 |

 

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**ITEM 13.EXHIBITS AND REPORTS ON FORM8-K.**

Exhibits.
| Exhibit No. | ** ** | **Description**                                                                                                                                                                                                                                        |
|-------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |       |                                                                                                                                                                                                                                                   |
| 2.1         |       | Agreement and Plan of Reorganization between Silver  Strike Nevada and Christopher Partners, Inc., dated January 29, 1999  (Incorporated by reference to Exhibit No. 8.1, to Form 10-SB, filed January  13, 2000)                                      |
|        |       |                                                                                                                                                                                                                                                   |
| 3.1         |       | Articles of Incorporation of Silver Strike Mining  Company, Inc. (Incorporated by reference to Exhibit No. 2.1, to Form 10-SB,  filed January 13, 2000)                                                                                                |
|        |       |                                                                                                                                                                                                                                                   |
| 3.2         |       | Certificate of Amendment to the Articles of  Incorporation filed July 8, 1996 (Incorporated by reference to Exhibit No.  2.2, to Form 10-SB, filed January 13, 2000)                                                                                   |
|        |       |                                                                                                                                                                                                                                                   |
| 3.3         |       | Articles of Merger filed July 18, 1996 (Incorporated  by reference to Exhibit No. 2.3, to Form 10-SB, filed January 13, 2000)                                                                                                                          |
|        |       |                                                                                                                                                                                                                                                   |
| 3.4         |       | Certificate of Amendment to Articles of  Incorporation filed July 23, 1998 (Incorporated by reference to Exhibit  No. 2.4, to Form 10-SB, filed January 13, 2000)                                                                                 |
|        |       |                                                                                                                                                                                                                                                   |
| 3.5         |       | Certificate of Amendment to Articles of  Incorporation filed February 12, 1999 (Incorporated by reference to Exhibit  No. 2.5, to Form 10-SB, filed January 13, 2000)                                                                                  |
|        |       |                                                                                                                                                                                                                                                   |
| 3.6         |       | Articles of Share Exchange filed February 26, 1999  (Incorporated by reference to Exhibit No. 2.6, to Form 10-SB, filed January  13, 2000)                                                                                                             |
|        |       |                                                                                                                                                                                                                                                   |
| 3.7         |       | Amended and Restated Bylaws of Vubotics, Inc.  (Incorporated by reference to Exhibit No. 2.7, to Form 10-SB, filed January  13, 2000)                                                                                                                  |
|        |       |                                                                                                                                                                                                                                                   |
| 4.1         |       | Preferred Stock Document (Incorporated by reference  to Exhibit No. 4.1 to Form 10-QSB, filed November 13, 2000)                                                                                                                                       |
|        |       |                                                                                                                                                                                                                                                   |
| 10.1        |       | Exclusive Sales Representative Agreement between  Truscom and XTec, dated October 11, 2000 (Incorporated by reference to  Exhibit No. 10.1 to the Form 10-QSB, filed November 13, 2000)                                                                |
|        |       |                                                                                                                                                                                                                                                   |
| 10.2        |       | Consultant Agreement between Halifax and Columbia  Financial Group, Inc., dated January 2, 2001 (Incorporated by reference to  Exhibit 10.2 to the Form 10-KSB, filed March 29, 2001)                                                                  |
|        |       |                                                                                                                                                                                                                                                   |
| 10.3        |       | Employment Agreement between Stephen E. Brisker and  Halifax International, Inc., dated June 1, 2001 (Incorporated by reference to  Exhibit 10.3 to Form 10-KSB filed April 15, 2002)                                                                  |
|        |       |                                                                                                                                                                                                                                                   |
| 10.4        |       | Plan and Agreement of Reorganization By and Between  QuantumReader, Inc. and Vubotics, Inc. dated November 17, 2004 (Incorporated  by reference to Exhibit 10.4 to Form 10-KSB for the fiscal year ended  December 31, 2004 filed on October 14, 2005) |
|        |       |                                                                                                                                                                                                                                                   |

 

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| 14.0   |   | Code of Ethics *                                                                                                                  |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                              |
| 23     |   | Consent of Independent Certified Public Accountant *                                                                              |
|   |   |                                                                                                                              |
| 23.1   |   | Consent of Independent Certified Public Accountant *                                                                              |
|   |   |                                                                                                                              |
| 31     |   | Rule 13a — 14(a)/15d-14(a) Certification of Chief  Executive Officer                                                         |
|   |   |                                                                                                                              |
| 31.1   |   | Rule 13a — 14(a)/15d-14(a) Certification of Chief  Financial Officer                                                         |
|   |   |                                                                                                                              |
| 32     |   | Statement of Chief Executive Officer and Chief  Financial Officer pursuant to Section 1350 of Title 18 of the United States  Code |

 

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*   Previously Filed

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SIGNATURES

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned hereunto duly authorized.
| VuBotics, Inc. |
|----------------|
|           |
| By:            |   | /s/ Philip E. Lundquist |   |
|           |   |   |
|           |   | Name: |   | Philip E. Lundquist |
|           |   |   |   |   |
|           |   | Title: |   | Chief Executive Officer |
|           |   |   |   |   |
|           |   | Date: |   | June 15, 2007 |
|                |  |  |  |  |  |

 

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