UNITED
STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form 10-KSB
  (Mark One)x
ANNUAL
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended May 31, 2008o
TRANSITION
  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For
  the transition period from _____________ to ____________.  Commission File Number
0-22735 ROBOCOM
SYSTEMS INTERNATIONAL INC.(Name of small business issuer in its charter) New York

11-2617048(State or other jurisdiction of incorporation or

(I.R.S. Employer Identification
  No.)organization)17 Fairbanks Blvd., Woodbury, New York


11797(Address of principal executive
  offices)


(Zip Code) Issuers
telephone number: (516) 692-8394 Securities
registered under Section 12(b) of the Act: None Securities
registered under Section 12(g) of the Exchange Act: Common Stock, $.01 par value(Title of Class) Check whether
the issuer is not required to file reports pursuant to Section 13 or 15(d) of
the Exchange Act. o Check whether
the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No o Check if no
disclosure of delinquent filers in response to Item 405 of Regulation S-B is
contained in this form, and no disclosure is contained, to the best of the
registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. x Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act.) Yes x No o State issuers
revenues for its most recent fiscal year (Excluding interest income). $0.00 As of June 27,
2008, the issuer had outstanding 4,840,984 shares of its common stock. As of June 27,
2008, the aggregate market value of the issuers common stock held by
non-affiliates was $316,973 (based upon the closing price of the issuers
common stock on The Over-the-Counter Bulletin Board on such date). Transitional
Small Business Disclosure Format (check one) Yes o No x    Part I

Item 1. Description of Business.

General

Robocom
Systems International Inc. (we, us, our, or our company) was
incorporated under the laws of the State of New York in 1982. Our company was
organized to develop, market and support advanced warehouse management software
solutions that enable companies to realize significant cost savings by
automating their warehouse operations and providing inventory visibility
throughout the supply chain. On October 11, 2005, we sold substantially all of
our assets to Avantce RSI, LLC, a Delaware limited liability company, for
$2,970,000 in cash, plus a $200,000 promissory note payable over two years. In
July 2006, we paid a dividend to our shareholders totaling approximately
$2,760,000, which represented approximately 87% of our total assets at that
time.

Since
the asset sale on October 11, 2005, we have not engaged in any operations and
our business has been dormant. As such, we may presently be defined as a
shell company, whose sole purpose, at this time, is to locate and consummate
a merger with or an acquisition of a private entity.

We
will continue our filing with the Securities and Exchange Commission of
reporting documentation and reports in an effort to maximize shareholder value.
We believe our best use and primary attraction, as a merger partner or
acquisition vehicle, will be our status as a reporting public company. Any
business combination or transaction may potentially result in a significant
issuance of shares and substantial dilution to our present stockholders.

The
proposed business activities described herein classify us as a blank check
company. Many states have enacted statutes, rules and regulations limiting the
sale of securities of blank check companies in their respective
jurisdictions. Management does not intend to undertake any offering of our
securities, either debt or equity, until such time as we have successfully
implemented our business plan described herein.

At
this time, our purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to us by
persons or firms who or which desire to seek the perceived advantages of a
corporation whose securities are registered pursuant to the Securities Exchange
Act of 1934, as amended (the Exchange Act). We will not restrict our search
to any specific business, industry or geographical location and we may
participate in a business venture of virtually any kind or nature.

This
discussion of our proposed business is purposefully general and is not meant to
be restrictive of our virtually unlimited discretion to search for and enter
into potential business opportunities. Management anticipates that we may be able
to participate in only one potential business venture because we have nominal
assets and limited financial resources. This lack of diversification should be
considered a substantial risk to our shareholders because it will not permit us
to offset potential losses from one venture against gains from another.

We
may seek a business opportunity with entities that have recently commenced
operations, or that wish to utilize the public marketplace in order to raise
additional capital in order to expand into new products or markets, to develop
a new product or service, or for other corporate purposes. We may acquire
assets and establish wholly-owned subsidiaries in various businesses or acquire
existing businesses as subsidiaries.

We
anticipate that the selection of a business opportunity in which to participate
will be complex and extremely risky. Due to general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, our management believes there are numerous firms seeking the perceived
benefits of a publicly registered corporation. Such perceived benefits may
include facilitating or improving the terms on which additional equity
financing may be sought, providing liquidity for incentive stock options or
similar benefits to key employees, and providing liquidity (subject to
restrictions of applicable statutes) for all shareholders, among other factors.
Available business opportunities may occur in many different industries and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.

We
have had, and anticipate that we will continue to have, little or no capital
with which to provide the owners of business opportunities with any significant
cash or other assets. However, our management believes we will be able to offer
owners of acquisition candidates the opportunity to acquire a controlling
ownership interest in a publicly-registered company without incurring the cost
and time required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and accounting
costs in connection with acquisition of a business opportunity, including the
costs of preparing Current Reports on Form 8-K, Annual Reports on Form 10-KSB
and other reports required to be filed under applicable Federal and state
securities law, agreements and related reports and documents. The Exchange Act
specifically requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited financial
statements to be included within the numerous filings relevant to complying
with the Exchange Act. Our officers and directors have not conducted market
research and are not aware of statistical data that would support the perceived
benefits of a merger or acquisition transaction for the owners of a business
opportunity.

Our
officers have no experience in managing a shell company similar to ours and
will rely upon their own efforts in accomplishing our business purposes.
Nevertheless, we anticipate we will locate and make contact with possible
target businesses primarily through the efforts of our officers and directors,
who will meet personally with existing management and key personnel, visit and
inspect material facilities, assets, products and services belonging to such
prospects, and undertake such further reasonable investigation as they deem
appropriate. Management has a network of business contacts, including our
outside lawyers and accountants, and believes that prospective target
businesses will be referred to us through this network.

We
also anticipate that prospective target businesses will be brought to our
attention from various other non-affiliated sources, including securities
broker-dealers, investment bankers, venture capitalists, bankers, and other
members of the financial community. We have neither the present intention, nor
does the present potential exist for us, to consummate a business combination
with a target business in which our management or their affiliates or
associates directly or indirectly have a pecuniary interest, although no
existing corporate policies would prevent this from occurring. We may engage
the services of professional firms that specialize in finding business
acquisitions and pay a finders fee or other compensation.

The
analysis of new business opportunities will be undertaken by, or under the
supervision of, our officers and directors. In analyzing prospective business
opportunities, management will consider such matters as the available
technical, financial and managerial resources; working capital and other
financial requirements; history of operations, if any; prospects for the
future; nature of present and expected competition; the quality and experience
of management services that may be available and the depth of that management;
the potential for further research, development or exploration; specific risk
factors not now foreseeable but that then may be anticipated to impact the
proposed activities of our company; the potential for growth or expansion; the
potential for profit; the perceived public recognition of, or acceptance of,
products, services or trades; name identification; and other relevant factors.
Our officers and directors expect to meet personally with management and key
personnel of the business opportunity as part of their investigation. To the
extent possible, we intend to utilize written reports and investigation to
evaluate the above factors. We will not acquire or merge with any company for
which audited financial statements cannot be obtained within a reasonable
period of time after closing of the proposed transaction. Our limited funds and
the lack of full-time management, however, will likely make it impracticable to
conduct a complete and exhaustive investigation and analysis of a target
business before we commit our capital or other resources thereto. Management
decisions, therefore, will likely be made without detailed feasibility studies,
independent analysis, market surveys and the like which would be desirable if
we had more funds available. We will be particularly dependent in making decisions
upon information provided by the promoter, owner, sponsor or others associated
with the business opportunity seeking our participation.

We
will not restrict our search to any specific kind of firm, but we may acquire a
venture that is in its preliminary or development stage, which is already in
operation, or in essentially any stage of its corporate life. It is impossible
to predict at this time the status of any business in which we may become
engaged, in that such business may need to seek additional capital, may desire
to have its shares publicly traded, or may seek other perceived advantages
which we may offer. However, we do not intend to obtain funds in one or more
private placements to finance the operation of any acquired business opportunity
until such time as we have successfully consummated such a merger or
acquisition.

2

It
is anticipated that we will incur nominal expenses in the implementation of the
business plan described herein. We have limited capital with which to pay these
anticipated expenses.

The
time and costs required to select and evaluate a target business (including
conducting a due diligence review) and to structure and consummate the business
combination (including negotiating relevant agreements and preparing requisite
documents for filing pursuant to applicable securities laws and state blue
sky and corporation laws) cannot presently be ascertained with any degree of
certainty. Our officers and directors only devote a small portion of their time
to the operations of our company, and, accordingly, consummation of a business
combination may require a greater period of time than if they devoted their
full time to our companys affairs. However, our officers and directors will
devote such time as they deem reasonably needed.

In
implementing a structure for a particular business acquisition, we may become a
party to a merger, consolidation, reorganization, joint venture or licensing
agreement with another corporation or entity. We may also acquire the stock or
assets of an existing business. Upon the consummation of a transaction, it is
probable that our present management and shareholders will no longer be in
control of our company. In addition, our directors may, as part of the terms of
the acquisition transaction, resign and be replaced by new directors without a
vote of our current shareholders or may sell their stock in our company. Any
and all such sales will only be made in compliance with the securities laws of
the United States and any applicable state.

It
is anticipated that any securities issued in any such reorganization will be
issued in reliance upon exemption from registration under applicable federal
and state securities laws. In some circumstances, however, as a negotiated
element of its transaction, we may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, of which there can be no
assurance, it will be undertaken by the surviving entity after we have
successfully consummated a merger or acquisition and we are no longer
considered a shell company. Until such time as this occurs, we do not intend
to register any additional securities. The issuance of substantial additional
securities and their potential sale into any trading market that may develop in
our securities may have a depressive effect on the value of our securities in
the future, if such a market develops, of which there is no assurance.

As
a general rule, federal and state tax laws and regulations have a significant
impact upon the structuring of business combinations. We will evaluate the
possible tax consequences of any prospective business combination and will
endeavor to structure a business combination so as to achieve the most
favorable tax treatment for us, the target company and their respective
stockholders. However, there can be no assurance that the Internal Revenue
Service (IRS) or relevant state tax authorities will ultimately assent to our
tax treatment of a particular consummated business combination.

To
the extent the IRS or any relevant state tax authorities ultimately prevail in
recharacterizing the tax treatment of a business combination, there may be adverse
tax consequences to us, the target business and their respective stockholders.
Tax considerations as well as other relevant factors will be evaluated in
determining the precise structure of a particular business combination, which
could be effected through various forms of a merger, consolidation or stock or
asset acquisition.

While
the actual terms of a transaction to which we may be a party cannot be
predicted, it may be expected that the parties to the business transaction will
find it desirable to avoid the creation of a taxable event and thereby
structure the acquisition in a so-called tax-free reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code of 1986, as amended (the
Code). In order to obtain tax-free treatment under the Code, it may be
necessary for the owners of the target business to own 80% or more of the
voting stock of the surviving entity. In such event, our shareholders would
retain less than 20% of the issued and outstanding shares of the surviving entity,
which would result in significant dilution in the equity of such shareholders.
Nonetheless, there can be no assurance that the IRS or relevant state tax
authorities will ultimately assent to our tax treatment of a particular
consummated business combination.

With
respect to any merger or acquisition, negotiations with the target companys
management is expected to focus on the percentage of our company that the
target company shareholders would acquire in exchange for all of their shareholdings
in the target company. Depending upon, among other things, the target companys
assets and liabilities, our shareholders will in all likelihood hold a
substantially lesser percentage ownership interest in our

3

company
following any merger or acquisition. The percentage ownership may be subject to
significant reduction in the event we acquire a target company with substantial
assets. Any merger or acquisition effected by us can be expected to have a
significant dilutive effect on the percentage of shares held by our then
shareholders.

We
will participate in a business opportunity only after the negotiation and
execution of appropriate written agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require some
specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with our attorneys and accountants, will set forth remedies on
default and will include miscellaneous other terms.

As
stated hereinabove, we will not acquire or merge with any entity that cannot
provide independent audited financial statements within a reasonable period of
time after closing of the proposed transaction. We are subject to all of the
reporting requirements included in the Exchange Act. Included in these requirements
is the affirmative duty to file independent audited financial statements as
part of our Current Report on Form 8-K to be filed with the Securities and
Exchange Commission upon consummation of a merger or acquisition, as well as
the audited financial statements included in our annual report on Form 10-KSB.
If such audited financial statements are not available at closing, or within
time parameters necessary to insure our compliance with the requirements of the
Exchange Act, or if the audited financial statements provided do not conform to
the representations made by the candidate to be acquired in the closing
documents, the closing documents will provide that the proposed transaction
will be voidable, at the discretion of our present management.

We
do not intend to provide our security holders with any complete disclosure
documents, including audited financial statements, concerning an acquisition or
merger candidate and its business prior to the consummation of any acquisition
or merger transaction.

Our
company will remain an insignificant participant among the firms that engage in
the acquisition of business opportunities. There are many established venture
capital and financial concerns that have significantly greater financial and
personnel resources and technical expertise than we have. In view of our
combined extremely limited financial resources and limited management
availability, we will continue to be at a significant competitive disadvantage
compared to our competitors.

On
May 27, 2008 our Board of Directors, and the holders of a majority of the
outstanding shares of our issued and outstanding common stock, par value $0.01
per share (our Common Stock), pursuant to a written consent in lieu of a meeting
in accordance with our articles of incorporation and Section 615(a) of the New
York Business Corporation Law, approved a reincorporation of our company in the
state of Delaware (the Reincorporation) through the merger with and into a
wholly-owned, newly-formed Delaware subsidiary formed specifically for this
purpose (Robocom-Delaware). Our Board of Directors and such shareholders
approved the Reincorporation in an effort to better position our company to
attract an operating business that is seeking to complete a business
combination or merger with a shell corporation. Our board and such shareholders
believe the actions taken will provide us with a more flexible capital
structure, a simplicity in corporate governance under Delaware law and the ability
to proceed more quickly with a business combination or merger if and when an
acquisition or merger partner is identified. Although we have had, and continue
to have, discussions with potential merger or acquisition partners, we do not
currently have a definitive agreement or understanding in place with any
potential partner. The Reincorporation will result in the following:


our company
  will be governed by the laws of the State of Delaware and by a new
  certificate of incorporation and new by-laws governed by Delaware law;
the
  conversion of every share of our Common Stock owned as of the effective time
  of the Reincorporation, into a fractional share of common stock of
  Robocom-Delaware, such fraction to be not more than 0.5 (1/2) of a share or
  less than 0.05 (1/20) of a share as determined by our Board of Directors, in
  its sole discretion, prior to the Reincorporation;
the
  reduction of the par value of our Common Stock from $0.01 per share to $0.001
  per share;4


a reduction
  in our authorized capital stock to 125,000,000 total shares, consisting of
  100,000,000 shares of common stock, par value $0.001 per share, and
  25,000,000 shares of blank check preferred stock, par value $0.001 per
  share;
the persons
  currently serving as officers and directors of our company will continue to
  serve in their respective capacities immediately after the Reincorporation;
  and
a change of
  our corporate name to a name to be determined by our Board of Directors, in
  its sole discretion, prior to the Reincorporation.Notwithstanding
approval of the Reincorporation by our shareholders, our Board of Directors
may, in its sole discretion, determine not to effect, and to abandon, the
Reincorporation without further action by our shareholders. Moreover, until our
Board of Directors is able to identify a suitable operating business to be our
merger or acquisition partner, it is likely we will not proceed with the
Reincorporation.

We
have had in the past, and continue to have, discussions with potential merger
or acquisition partners and while we do not have a definitive agreement in
place with any potential partner to do so, we anticipate issuing shares of our
common stock, and possibly preferred stock, as part of any merger or
acquisition with a merger or acquisition partner.

Employees

We
do not have any employees, other than our executive officer, who provides
services under a consulting agreement.

Item 2. Description of Property.

Our
executive office is located in Woodbury, New York in the home office of Irwin
Balaban, our Chief Executive Officer and Chairman of our Board of Directors. We
are not charged rent for the space. We believe that our existing facilities are
sufficient for our current operations.

Item 3. Legal Proceedings.

We
are not a party to any material legal proceeding.

Item 4. Submission of Matters to a Vote of
Security Holders.

On
May 27, 2008, each member of our Board of Directors and the holders of an
aggregate of 2,759,900shares of
our Common Stock, representing approximately 57% of the total shares of our
Common Stock entitled to vote on the matter, consented in writing without a
meeting to the Reincorporation. The effects of the Reincorporation are
discussed more fully in Item 1, above, under the caption Description of
Business, but can be summarized as follows:


our company
  will be governed by the laws of the State of Delaware and by a new
  certificate of incorporation and new by-laws governed by Delaware law;
the
  conversion of every share of our Common Stock owned as of the effective time
  of the Reincorporation, into a fractional share of common stock of
  Robocom-Delaware, such fraction to be not more than 0.5 (1/2) of a share or
  less than 0.05 (1/20) of a share as determined by our Board of Directors, in
  its sole discretion, prior to the Reincorporation;
the
  reduction of the par value of our Common Stock from $0.01 per share to $0.001
  per share;5


a reduction
  in our authorized capital stock to 125,000,000 total shares, consisting of
  100,000,000 shares of common stock, par value $0.001 per share, and
  25,000,000 shares of blank check preferred stock, par value $0.001 per
  share;
the persons
  currently serving as officers and directors of our company will continue to
  serve in their respective capacities immediately after the Reincorporation;
  and
a change of
  our corporate name to a name to be determined by our Board of Directors, in
  its sole discretion, prior to the Reincorporation.Notwithstanding
approval of the Reincorporation by our shareholders, our Board of Directors
may, in its sole discretion, determine not to effect, and to abandon, the
Reincorporation without further action by our shareholders. Moreover, until our
Board of Directors is able to identify a suitable operating business to be our
merger or acquisition partner, it is likely we will not proceed with the
Reincorporation.

We
have had in the past, and continue to have, discussions with potential merger
or acquisition partners and while we do not have a definitive agreement in
place with any potential partner to do so, we anticipate issuing shares of our
common stock, and possibly preferred stock, as part of any merger or
acquisition with a merger or acquisition partner.

As
of June 27, 2008, no further action had been taken regarding the
Reincorporation.

6

Part II

Item 5.
Market for Common Equity and Related
  Shareholder Matters and Small Business Issuer Purchases of Equity Securities.Market Information

Our
common stock trades on The Over-the-Counter Bulletin Board under the symbol
RIMS. The following table represents the high and low price information for our
common stock for each quarterly period in fiscal 2008 and 2007.

Fiscal 2008

Fiscal 2007High

Low

High

LowQuarter
  ended August 31

$
0.30

$
0.21

$
0.94

$
0.19Quarter
  ended November 30


0.47


0.15


0.28


0.24Quarter
  ended February 28


0.51


0.16


0.26


0.21Quarter
  ended May 31


0.40


0.15


0.28


0.22Quotations
listed above reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions.

On
June 27, 2008, the closing price of our common stock as reported on the
Over-the-Counter Bulletin Board was $0.16.

Holders

As
of June 27, 2008, there were 4,840,984 shares of our common stock outstanding
held by approximately 30 shareholders of record. Of the 4,840,984 shares,
1,981,200 shares of common stock were held in street name.

Dividends

In
July 2006, we paid a cash dividend to our shareholders totaling approximately
$2,760,000, which represented approximately 87% of our total assets at that
time. Other than the July 2006 dividend, we did not declare any dividends on
any class of common equity during the fiscal years ended May 31, 2008 or 2007.

Securities Authorized
for Issuance under Equity Compensation Plan

Information
regarding securities authorized for issuance under our equity compensation
plans is disclosed in this report under the section captioned Item II. Security
Ownership of certain Beneficial Owners and Management and related Shareholder
Matters.

Repurchase of Equity
Securities

We
did not repurchase any equity securities in the fourth quarter of fiscal 2008.

7

Item 6.
Managements Discussion and Analysis or
  Plan of Operation.Certain
statements in this Report constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements
of our company to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. Factors
that might cause such a difference include, among others, uncertainties
relating to general economic and business conditions, intense competition for
the acquisition of businesses, and domestic and foreign government regulations. The words believe, expect,
anticipate,
intend and plan and similar expressions identify forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date the statement was
made.

Overview

On
October 11, 2005, we sold substantially all of our assets to Avantce RSI, LLC,
a Delaware limited liability company, for $2,970,000 in cash, plus a $200,000
promissory note payable over two years. On July 28, 2006, we paid a dividend to
our shareholders totaling approximately $2,760,000, which represented
approximately 87% of our total assets at that time.

Since
the asset sale on October 11, 2005, we have not engaged in any operations and
our business has been dormant. As such, we may presently be defined as a
shell company, whose sole purpose, at this time, is to locate and consummate
a merger with or an acquisition of a private entity.

Since
October 11, 2005, our business plan has consisted of exploring potential targets
for a business combination with us through a purchase of assets, share purchase
or exchange, merger or similar type of transaction.

On
May 27, 2008 our Board of Directors, and the holders of a majority of the
outstanding shares of our issued and outstanding Common Stock, pursuant to a
written consent in lieu of a meeting, approved the Reincorporation in Delaware.
Our Board of Directors and such shareholders approved the Reincorporation in an
effort to better position our company to attract an operating business that is
seeking to complete a business combination or merger with a shell corporation.
Our board and such shareholders believe the actions taken will provide us with
a more flexible capital structure, a simplicity in corporate governance under
Delaware law and the ability to proceed more quickly with a business
combination or merger if and when an acquisition or merger partner is
identified. Although we have had, and continue to have, discussions with
potential merger or acquisition partners, we do not currently have a definitive
agreement or understanding in place with any potential partner.

We
will continue our filing with the Securities and Exchange Commission of
reporting documentation and reports in an effort to maximize shareholder value.
We believe our best use and primary attraction, as a merger partner or
acquisition vehicle, will be our status as a reporting public company. Any
business combination or transaction may potentially result in a significant
issuance of shares and substantial dilution to our present stockholders.

8

Results of Operations

The following table sets forth, for the
periods indicated, certain statement of operations data:

(In
thousands, except share data)

Year ended May 31,2008

2007Selling,
  general and administrative expenses

$
(141
)
$
(157
)Other income


8


Interest
  income


17


38Net loss

$
(116
)
$
(119
)Basic and
  diluted net loss per share:Net loss per basic and
  diluted share

$
(0.02
)
$
(0.02
)Weighted average shares
  outstanding:Basic and
diluted


4,840,984


4,817,422Comparison of Fiscal Years Ended May 31, 2008
and May 31, 2007

Revenues.We did not record any
revenues related to our operations during the fiscal year ended May 31, 2008
and 2007.

Other
Income.Other income represents a recovery of a
previous receivable written off.

Selling,
General and Administrative Expenses. Selling, general and administrative expenses consisted of fees for
financial personnel, professional fees and insurance, as well as other
miscellaneous administrative expenses. Selling, general and administrative
expenses decreased by $15,350 to $141,396 for the fiscal year ended May 31,
2008, as compared to $156,746 for the fiscal year ended May 31, 2007. This
decrease was primarily due to decreased professional and consulting expenses.

Interest
Income, Net. Interest
income decreased by $20,575 to $17,257 for the fiscal year ended May 31, 2008,
as compared to $37,832 for the fiscal year ended May 31, 2007. This decrease
was primarily due to a decrease in cash on hand as a result of the dividend
paid to shareholders and the type of short-term investments held.

Income
Taxes.No provision
for or benefit from income taxes was reflected in the 2008 or 2007 periods, as
the benefits of operating loss carryforwards have been reserved.

Liquidity and Capital
Resources

Our
cash expenditures are limited to amounts required for the payment of
professional fees in connection with meeting our requirements under the
securities laws and in seeking a merger or acquisition partner.

9

During
the fiscal year ended May 31, 2008, we funded our operations from cash on hand
derived from the sale of substantially all of our assets on October 11, 2005.
As of May 31, 2008, we had $420,763 in cash and cash equivalents.

Net
cash used in operating activities was $102,117 for the fiscal year ended May
31, 2008. Net cash used in operating activities was $154,384 for the fiscal
year ended May 31, 2007. During the fiscal year ended May 31, 2008, we were not
engaged in any revenue-generating operations. Cash used in operations was
higher in the 2007 period primarily as a result of increased costs related to
the dividend distribution completed on July 28, 2006.

At
the present time we have no employees, other than our executive officer, who
provides services under a consulting agreement. We do not anticipate hiring any
employees until such time as we are able to consummate a merger with or an
acquisition of a private entity.

As
of June 27, 2008, we had no off-balance sheet arrangements.

We believe
that our existing cash and cash equivalents will be sufficient to fund our
legal, accounting and reporting requirements as a publicly-held shell company
over the next twelve months.

Inflation and
Seasonality

We
do not believe our operations are materially affected by inflation or
seasonality.

10

Item 7.
Financial Statements.INDEX
TO FINANCIAL STATEMENTS

Report
  of Independent Registered Public Accounting Firm
12Balance
  Sheets as of May 31, 2008 and 2007
13Statements
  of Operations for the years ended May 31, 2008 and 2007
14Statements
  of Shareholders Equity for the years ended May 31, 2008 and 2007
15Statements
  of Cash Flows for the years ended May 31, 2008 and 2007
16Notes
  to Financial Statements
1711

REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

To the Board
of Directors and Shareholders
  Robocom Systems International Inc.

We have
audited the accompanying balance sheets of Robocom Systems International Inc.
as at May 31, 2008, and 2007, and the related statements of operations,
shareholders equity and cash flows for each of the two years in the period
ended May 31, 2008. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted
our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Robocom Systems International Inc.
as at May 31, 2008 and 2007, and the results of its operations, and its cash
flows for each of the two years in the period ended May 31, 2008 in conformity
with accounting principles generally accepted in the United States.

/s/ Eisner
 & Lubin LLPNew York,
 New YorkJune
 27, 2008.12

ROBOCOM SYSTEMS INTERNATIONAL INC.

BALANCE SHEETS

2008

2007AssetsCurrent
 assets:Cash and cash
equivalents

$
420,763

$
449,317Due from
Avantcé





73,563Other current
assets


1,000


1,000Total
 assets

$
421,763

$
523,880Liabilities and Shareholders EquityCurrent
 liabilities:Accrued
expenses


53,450


39,428Shareholders
 equity:Preferred
stock, $.01 par value; 1,000,000
 shares authorized; None issued





Common stock,
$.01 par value; 10,000,000
 shares authorized; 4,840,984 issued and outstanding at May 31, 2008 and 2007


48,410


48,410Additional
paid-in capital


12,163,574


12,163,574Accumulated
deficit


(11,843,671
)

(11,727,532
)Total
 shareholders equity


368,313


484,452Total
 liabilities and shareholders equity

$
421,763

$
523,880See accompanying notes.

13

ROBOCOM SYSTEMS INTERNATIONAL INC.

STATEMENTS OF
OPERATIONS

For the year ended May 31,2008

2007Selling,
 general and administrative expenses

$
(141,396
)
$
(156,746
)Other income


8,000


Interest
 income


17,257


37,832Net loss

$
(116,139
)
$
(118,914
)Basic and
diluted net loss per share:Net loss per
 basic and diluted share

$
(0.02
)
$
(0.02
)Weighted
 average shares outstanding:Basic and
diluted


4,840,984


4,817,422See accompanying notes.

14

ROBOCOM SYSTEMS INTERNATIONAL INC.

STATEMENTS OF
SHAREHOLDERS EQUITY

Common StockShares

Par Value
 $.01

Warrants

Additional
 Paid-In
 Capital

Accumulated
 Deficit

Total
 Shareholders
 EquityBalance, June 1, 2006


4,640,984


$
46,410



$



$
12,051,574

$
(8,849,257
)

$
3,248,727Net loss


















(118,914
)


(118,914
)Stock option exercise


200,000



2,000








112,000





$
114,000Dividends paid


















(2,759,361
)


(2,759,361
)Balance, May 31, 2007


4,840,984


$
48,410



$



$
12,163,574

$
(11,727,532
)

$
484,452Net loss


















(116,139
)


(116,139
)Balance, May 31, 2008


4,840,984


$
48,410



$



$
12,163,574

$
(11,843,671
)

$
368,313See accompanying notes.

15

ROBOCOM SYSTEMS INTERNATIONAL INC.

STATEMENTS OF CASH
FLOWS

For the year ended May 31,2008

2007Operating activitiesNet loss


$
(116,139
)


$
(118,914
)Adjustments to
reconcile net loss to net
  cash used in operating activities:Other current
assets








583Accounts
payable








(481
)Accrued
expenses



14,022




(35,572
)Net cash
  used in operating activities



(102,117
)



(154,384
)Investing activitiesNet cash
provided by investing activities - proceeds from sale of
  assets



73,563




118,437Financing activitiesDividend
  paid to shareholders








(2,759,361
)Proceeds
  from stock option exercise








114,000Net cash
  used in financing activities








(2,645,361
)Decrease in
  cash and cash equivalents



(28,553
)



(2,681,308
)Cash and
  cash equivalents at beginning of year



449,317




3,130,625Cash and
  cash equivalents at end of year


$
420,764



$
449,317See accompanying notes.

16

Robocom Systems International
Inc.Notes to the Financial Statements

1. Organization and Significant Accounting
Policies

Organization

Robocom Systems International Inc. (we,
us, our, or our company) was incorporated in June 1982 in the State of
New York. Prior to the sale of assets on October 11, 2005, we were engaged in
the development and marketing of automated warehouse management systems and
related software, which is used by various commercial enterprises located in
the United States and abroad.

On October
11, 2005, we sold substantially all of our assets to Avantce RSI, LLC, a
Delaware limited liability company, for $2,970,000 in cash, plus a $200,000
promissory note payable over two years. On July 28, 2006, we paid a dividend to
our shareholders totaling approximately $2,760,000, which represented
approximately 87% of our total assets at that time.

Since the
asset sale on October 11, 2005, we have not engaged in any operations and the
business has been dormant. As such, our company may presently be defined as a
shell company, whose sole purpose, at this time, is to locate and consummate
a merger with or an acquisition of a private entity.

On
May 27, 2008 our Board of Directors, and the holders of a majority of the
outstanding shares of our issued and outstanding common stock, par value $0.01
per share (our Common Stock), pursuant to a written consent in lieu of a
meeting in accordance with our articles of incorporation and Section 615(a) of
the New York Business Corporation Law, approved a reincorporation of our
company in the state of Delaware (the Reincorporation) through the merger
with and into a wholly-owned, newly-formed Delaware subsidiary formed
specifically for this purpose (Robocom-Delaware). Robocom-Delaware will have
authorized capital stock of 125,000,000 total shares, consisting of 100,000,000
shares of common stock, par value $0.001 per share, and 25,000,000 shares of
blank check: preferred stock, par value $0.001 per share. Our Board of
Directors and such shareholders approved the Reincorporation in an effort to
better position our company to attract an operating business that is seeking to
complete a business combination or merger with a shell corporation. Our board
and such shareholders believe the actions taken will provide us with a more
flexible capital structure, a simplicity in corporate governance under Delaware
law and the ability to proceed more quickly with a business combination or
merger if and when an acquisition or merger partner is identified. Although we
have had, and continue to have, discussions with potential merger or
acquisition partners, we do not currently have a definitive agreement or
understanding in place with any potential partner.

Significant Accounting Policies

Use of
Estimates

The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.

Cash and Cash
Equivalents

We
consider all highly liquid investments, with a maturity of three months or less
at the time of purchase, to be cash equivalents.

Basic and
Diluted Net Income Per Share

Basic
and diluted net income per share is computed by dividing net income by the
weighted average number of shares of common stock outstanding for the periods
presented.

17

Robocom Systems International Inc.
Notes to the Financial Statements (continued)

Stock Options

On March 1, 2006, the Company adopted the
Statement of Financial Accounting Standard (SFAS) No. 123(R) Share-Based
Payment requiring the recognition of compensation expense in the statements of
operations related to the fair value of employee share-based awards.
Determining the fair value of options at the grant date requires judgment,
including estimating the expected term that stock options will be outstanding
prior to exercise, the associated volatility and the expected dividends. Prior
to adopting SFAS No. 123(R), the Company applied Accounting Principles Board
(APB) Opinion No. 25, and related Interpretations, in accounting for its
share-based compensation plans. All employee stock options were granted at or
above the grant date market price. Accordingly, no compensation cost was
recognized for fixed stock option grants in prior periods. In accordance with
SFAS No. 123(R), judgment is required in estimating the amount of share-based
awards expected to be forfeited prior to vesting. If actual forfeitures differ
significantly from these estimates, share-based compensation expense could be
materially impacted.

Income Taxes

Our company provides for income taxes
under SFAS No. 109, Accounting for Income Taxes, which employs an asset and
liability approach in accounting for income taxes payable or refundable at the
date of the financial statements as a result of all events that have been
recognized in the financial statements and as measured by the provisions of
enacted laws.

Deferred tax assets or liabilities are
recognized for temporary differences that will result in deductible amounts or
taxable income in future years and for net operating loss carryforwards. If it
is more likely than not that some portion or all of a deferred tax asset will
not be realized, a valuation allowance is recognized.

On June 1, 2007, the company adopted
Financial Accounting Standards Board (FASB) Interpretation No. 48 (FIN 48),
Accounting for Uncertainty in Income Taxes, which clarifies the accounting
for uncertainty in income taxes recognized in the financial statements in
accordance with FASB No. 109, Accounting for Income Taxes. FIN 48 provides
guidance on the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting
in interim periods, disclosures and transition.

Concentration of Credit Risk

We maintain our cash principally at one
commercial bank. Management does not believe significant credit risk existed at
May 31, 2008.

2. Shareholders
Equity

Stock Option Plan

We had a Stock Option and Long-term
Incentive Compensation Plan (the Plan). All options granted, including those
granted to directors and consultants, were nonqualified options. The Plan
terminated in May 2007 and as of May 31, 2008, there were no outstanding
options under the Plan.

18

Robocom Systems International Inc.
Notes to the Financial Statements (continued)

The following
summarizes stock option activity during fiscal 2008 and 2007:

Shares
  under
  Option

Weighted-
  Average 
  Exercise 
  PriceBalance,
  June 1, 2006


460,000


$
0.62Exercised


(200,000
)

$
0.57Balance, May
  31, 2007


260,000


$
0.65Cancelled,
  May 30, 2008


(260,000
)

$
0.65Balance, May
  31, 2008


0



N/A3. Detail of Certain Balance Sheet Accounts

Accrued Expenses

Accrued expenses consisted of
professional fees for the fiscal year ended May 31, 2008 and 2007.

4. Employee Benefit Plan

We do not have any employee benefit
plans.

5. Income Taxes

Deferred tax assets as of May 31, 2008
and 2007 substantially comprise net operating loss carryforwards, net of
valuation allowances.

We did not record any provision for or
benefit of income taxes in the 2008 or 2007 periods. The valuation allowance at
May 31, 2008 and 2007 was provided because of uncertainty, based on our
historical results, with respect to realization of deferred tax assets. The
valuation allowance increased during the year ended May 31, 2008 and 2007 by
$47,988 and $47,565, respectively.

At May 31, 2008, we had net operating
loss carryforwards of approximately $5.0 million for income tax purposes, which
may be able to reduce taxable income in future years. The utilization of these
losses to reduce future income taxes will depend on our generating sufficient
taxable income prior to the expiration of the net operating loss carryforwards.
Net operating loss carryforwards will expire in various years through May 31,
2028.

6. Related Party Transactions

We paid
consulting and director fees of $45,000 to Irwin Balaban, President and Chief Executive
Officer of the Company for fiscal 2008 and 2007.

7. Lease Commitments

We are not
currently obligated under any lease.

8. Gain Contingency

19

Robocom Systems International Inc.
Notes to the Financial Statements (continued)

In an
arbitration case with a former distributor, we were awarded damages and
expenses of approximately $140,000. Due to the uncertainty of both the amount
and its collectibility, no amounts have been recognized in the financial
statements.

20

Robocom Systems International Inc.
Notes to the Financial Statements (continued)

Item 8A. Controls and Procedures

Our
Management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our internal control system was designed to
provide reasonable assurance to our management and Board of Directors regarding
the preparation and fair presentation of financial statements.

All
internal controls over financial reporting, no matter how well designed, have
inherent limitations, including the possibility of human error and the
circumvention or overriding of controls. Therefore, even effective internal
control over financial reporting can provide only reasonable, and not absolute,
assurance with respect to financial statement preparation and presentation.
Further, because of changes in conditions, the effectiveness of internal
controls over financial reporting may vary over time. Because of its inherent
limitations, internal control over financial reporting may also fail to prevent
or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives.

As of May
31, 2008, we carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and
principal financial officer, of the effectiveness of our internal control over
financial reporting pursuant to Rule 13a-15 under the Securities Exchange Act
of 1934, as amended (the Exchange Act). In making its assessment of internal
control over financial reporting, management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
in Internal Control--Integrated Framework. Based on this evaluation, our
Chief Executive Officer and principal financial officer concluded that, as of May 31, 2008, our internal control over
financial reporting was effective based on those criteria.

21

Part III

Item 9. Directors, Executive Officers,
Promoters, Control Persons and Corporate Governance Compliance with Section
16(a) of the Exchange Act.

Directors and Executive Officers

The
executive officer and directors of our company are as follows:

Name
Age
PositionIrwin Balaban
76
President and Chief Executive Officer, Chairman of the
BoardRobert B. Friedman
69
DirectorHerbert Goldman
77
DirectorLawrence B. Klein
74
DirectorIrwin
Balaban,a
co-founder of our company, has been Chairman of the Board since 1983. From 1983
until his retirement in March 1999, he was President and Chief Executive
Officer of our company. Since March 1999, he had been providing consulting
services to us. In his capacity as a consultant, in July 2001, Mr. Balaban
assumed the offices of President and Chief Executive Officer.

Robert
B. Friedman has been a director since March 2003. Mr.
Friedman is currently the principal owner and managing partner of several
business ventures, including the Nathan Hale Inn & Conference Center at the
University of Connecticut and the Inn at Middletown. From 1969 to 1989, Mr.
Friedman, a graduate of The Wharton School of the University of PA, was
President and a Director of the Middex Development Corporation, a national real
estate development company, involved in the development, ownership and
management of hotels, office buildings and multi-family dwellings.

Herbert
Goldman,
a co-founder of our company, has been a director since 1983. He provided
consulting services to us from his retirement in 1996 until May 2000. From 1991
until his retirement, Mr. Goldman had been Executive Vice President 
Operations.

Lawrence
B. Klein,
a co-founder of our company, has been a director since 1991. He was Executive
Vice President  Worldwide from May 1999 until his retirement in May 2000, and
from May 2000 to May 2001, provided consulting services to us. From 1991 to May
1999, Mr. Klein was the Executive Vice President, Marketing and Sales.

All
directors hold office until the next annual meeting of shareholders and until
their successors have been duly elected and qualified. Executive officers are
elected by, and serve at the discretion of, the Board of Directors. Our Board
of Directors met twice during fiscal 2008.

22

Compliance with Section 16(a) of the Exchange
Act

Section
16(a) of the Securities Exchange Act of 1934 requires the our directors and
executive officers, and persons who own more than 10% of our outstanding common
stock to file with the SEC the initial reports of ownership and reports of
changes in ownership of common stock. Officers, directors and greater than 10%
stockholders are required by SEC regulation to furnish us with copies of all
Section 16(a) forms they file.

Based
solely on our review of the copies of such reports received by us, or written
representations from certain reporting persons that no Forms 5 were required
for such persons, we believe that during the fiscal year ended May 31, 2008,
there was no failure to comply with Section 16(a) filing requirements
applicable to our officers, directors and 10% stockholders.

Code of Ethics

On
September 13, 2004, our Board of Directors adopted a Code of Ethics and
Business Conduct applicable to all members of the Board of Directors, the
executive officers and employees of our company and a Code of Ethics that
applies to all financial executives and employees of our company. The Code of
Ethics and Business Conduct and the Code of Ethics for Financial Executives and
Employees were filed as Exhibits 14.1 and 14.2, respectively, to our Current
Report on Form 8-K as filed with the Securities and Exchange Commission on
September 29, 2004 and are incorporated herein by reference.

Committees of the Board of Directors

Audit Committee

Our Board
of Directors has an audit committee in accordance with Section 3(a)(58)(A) of
the Securities Exchange Act of 1934. This committee currently consists of
Messrs. Friedman, Goldman and Klein. Mr. Friedman has been appointed to sit on
the audit committee to serve as the audit committee financial expert. All
members of the committee are considered independent within the meaning of Rule
4200(a)(15) of the National Association of Securities Dealers listing
standards, as amended. Due to our status as a shell company and our limited
resources, we do not have access to additional eligible candidates. The audit
committee is directly responsible for the appointment, compensation and
oversight of our independent auditors. The audit committee oversees the
financial reporting process on behalf of our Board of Directors by reviewing
with the independent auditors the scope and results of the audit engagement,
monitoring our financial policies and internal control procedures, and
reviewing and monitoring the provisions of non-audit services performed by our
independent auditors. Management is responsible for our internal controls and
establishing and reviewing the financial reporting process. The audit committee
acts under a written charter adopted and approved in September 1997. The audit
committee did not meet during the fiscal year ended May 31, 2008.

Nominating
Committee

Our Board
of Directors does not have a standing nominating committee. Our entire Board of
Directors is responsible for this function. Due to the relatively small size of
our company and the resulting efficiency of a Board of Directors that is also
limited in size, our Board of Directors has determined that it is not necessary
or appropriate at this time to establish a separate nominating committee. Our
Board of Directors intends to review periodically whether such a nominating
committee should be established.

Our Board
of Directors uses a variety of methods for identifying and evaluating nominees
for director. It regularly assesses the appropriate size of the Board of
Directors, and whether any vacancies exist or are expected due to retirement or
otherwise. If vacancies exist, are anticipated or otherwise arise, our Board of
Directors considers various potential candidates for director. Candidates may
come to their attention through current members of our Board of Directors,
shareholders or other persons. These candidates are evaluated at regular or
special meetings of our Board of Directors, and may be considered at any point
during the year. Our Board of Directors will consider candidates for director
that are nominated by shareholders in accordance with the procedures regarding

23

the inclusion of shareholder proposals in proxy materials set forth in
the section entitled Shareholder Proposals in this proxy statement. In
evaluating such recommendations, our Board of Directors uses the qualifications
and standards discussed below and seeks to achieve a balance of knowledge,
experience and capability on our Board of Directors.

Qualifications
for consideration as a director nominee may vary according to the particular
areas of expertise that may be desired in order to complement the
qualifications that already exist among our Board of Directors. Among the factors
that our directors consider when evaluating proposed nominees are their
independence, financial literacy, business experience, character, judgment and
strategic vision. Other considerations would be their knowledge of issues
affecting our business, their leadership experience and their time available
for meetings and consultation on company matters. Our directors seek a diverse
group of candidates who possess the background skills and expertise to make a
significant contribution to our Board of Directors, our company and our
shareholders.

Compensation Committee

Our Board
of Directors has a compensation committee, which currently consists of Messrs.
Friedman, Goldman and Klein. All members of the committee are considered
independent within the meaning of Rule 4200(a)(15) of the National Association
of Securities Dealers listing standards, as amended. Due to our status as a
shell company and our limited resources, we do not have access to additional
eligible candidates. The compensation committee is responsible for reviewing
and recommending salaries, bonuses and other compensation for our officers. The
compensation committee is also responsible for administering our stock option
plan and for establishing terms and conditions of all stock options granted
under the plan. The compensation committee did not meet during the fiscal year
ended May 31, 2008.

Item 10. Executive Compensation.

The
following table sets forth all compensation awarded to, earned by or paid to
the chief executive officer (CEO) of our company. We did not employ any other
executive officers in fiscal 2008and fiscal 2007.

SUMMARY COMPENSATION TABLE

Name and
  Principal Position

FiscalYear

Salary($)

Bonus($)

Stock Awards 
  ($)

Option Awards($)

Non-Equity
  Incentive Plan Compensation($)

Nonqualified
  Deferred Compensation Earnings($)

All Other
  Compensation ($) (2)

Total($)Irwin Balaban (1) President and


2007


0


0


0


0


0


0


45,000


45,000Chief Executive Officer


2008


0


0


0


0


0


0


45,000


45,000(1)
Since 1983, Mr.
  Balaban has been Chairman of the Board and since his retirement in March
  1999, has been providing consulting services to the Company under a
  consulting agreement. In his capacity as a consultant to the Company, Mr.
  Balaban assumed the offices of President and Chief Executive Officer in July
  2001.(2)
Represents amounts
  paid to Mr. Balaban under his consulting agreement and directors fees.24

Outstanding Equity Awards at Fiscal Year End

There were
no equity awards for our named executive officer, including unexercised
options, stock that has not vested and equity incentive plan awards,
outstanding at fiscal year ended May 31, 2008.

Directors Compensation

Each
non-employee director receives $1,500 for each Board meeting attended and is
reimbursed for all out-of-pocket expenses incurred in connection with
attendance at meetings of the Board or any committee thereof. Upon election to
the Board of Directors, each non-employee director was granted five-year
options to purchase 5,000 shares of Common Stock at an exercise price equal to
fair market value of our Common Stock at the date of grant. In addition, directors
serving on either the Audit Committee or the Compensation Committee were
granted additional five-year options to purchase 2,500 shares our Common Stock
at an exercise price equal to the fair market value of our Common Stock at the
date of grant. These options vested immediately. The stock option plan expired
on May 15, 2007 and all outstanding options held by the directors were
surrendered on May 30, 2008 and cancelled.

No options
were granted during fiscal 2007.

The
following table sets forth information with respect to director compensation
during the year ended May 31, 2008:

DIRECTORS COMPENSATION

Name

Fees
  Earned or
  Paid in Cash
  ($) (1)

Stock
  Awards
  ($) (2)

Non-Equity
  Incentive Plan
  Compensation
  ($)

Non
  qualified
  Deferred
  Compensation
  Earnings ($)

All
  Other
  Compensation
  ($)

Total
  ($)Irwin
  Balaban


3,000


0


0


0


0


3,000Robert
  Friedman


3,000


0


0


0


0


3,000Herbert
  Goldman


3,000


0


0


0


0


3,000Lawrence
  Klein


3,000


0


0


0


0


3,000(1)
Represents directors fees paid.

Consulting Agreement

On
September 1, 2007, we entered into a two-year consulting agreement with Irwin
Balaban, our Chairman of the Board. Under this agreement, Mr. Balaban serves as
President and Chief Executive Officer of our company. Mr. Balaban receives
approximately $42,000 annually, payable monthly, under this agreement.

25

Item 11. Security Ownership of Certain
Beneficial Owners and Management and Related Shareholder Matters.

The
following table sets forth, as of June 27, 2008, the names, addresses and
number of shares of common stock beneficially owned by (i) all persons known to
our management to be beneficial owners of more than 5% of the outstanding
shares of our common stock, (ii) each director of our company, (iii) each named
Executive Officer and (iv) all executive officers and directors of our company
as a group (except as indicated, each beneficial owner listed exercises sole
voting power and sole dispositive power over the shares beneficially owned):

Name
  and Address of
  Beneficial Owner (1)

Number
  of Shares
  Beneficially Owned (2)

Percentage
  of Outstanding
  Shares Beneficially Owned (2)Irwin Balaban



1,036,900
(3)



21.42
%Steven N. Bronson



433,557




8.96
%Robert B. Friedman



95,000




1.96
%Herbert Goldman



934,000
(4)



19.29
%Lawrence B. Klein



694,000




14.34
%All executive officers and directors as a
  group (4 persons)..



2,759,900




57.01
%(1)
The address
  of each director is c/o Robocom Systems International Inc., 17 Fairbanks
  Boulevard, Woodbury, NY 11797. The address of Mr. Bronson is 100 Mill Plain
  Road, Danbury, CT 06811.(2)
Except as indicated in the footnotes to
  this table, we believe that all persons named in the table have sole voting
  and investment power with respect to all Common Stock shown as beneficially
  owned by them. In accordance with the rules of the Securities and Exchange
  Commission (the Commission), a person or entity is deemed to be the
  beneficial owner of Common Stock that can be acquired by such person or
  entity within 60 days upon the exercise of options or warrants or other
  rights to acquire Common Stock. Each beneficial owners percentage ownership
  is determined by assuming that options and warrants that are held by such
  person (but not those held by any other person) and which are exercisable
  within 60 days have been exercised. The inclusion herein of such shares
  listed as beneficially owned does not constitute an admission of beneficial
  ownership.(3)
Includes 564,000 shares held by I&T
  Balaban L.P.(4)
Includes 884,000 shares held by Goldman
  L.P. and 50,000 shares held by the Goldman Living Trust.26

Securities Authorized for Issuance under
Equity Compensation Plans

Our
1997 Stock Option and Long-term Incentive Compensation Plan expired on May 15,
2007, and as of May 31, 2008, we have no compensation plan under which shares
of common stock may be issued. We have no equity compensation plans or
arrangements that have not been approved by shareholders.

Item 12. Certain Relationships and Related
Transactions.

Pursuant
to an indemnification agreement, dated August 17, 2005, by and among us and
Messrs. Irwin Balaban, Chairman of the Board, President and Chief Executive
Officer of our company, Lawrence B. Klein and Herbert Goldman, directors of our
company, we agreed to indemnify such persons for any losses they may incur
resulting from their agreement to personally indemnify Avantcé RSI, LLC for
certain losses it may incur in the event of our breach of representations,
warranties and/or covenants set forth in the Asset Purchase Agreement, dated
August 17, 2005.

Item 13. Exhibits.

The
exhibits required by this item are listed on the Exhibit Index attached hereto
and are either filed herewith or incorporated herein by reference.

Item 14. Principal Accountant Fees and
Services.

We
incurred $35,000 for each of the fiscal years ended May 31, 2008 and 2007,
respectively, for audit and review services by Eisner and Lubin LLP. Eisner
& Lubin LLP has not performed any other services for us.

Board of Directors Pre-Approval

Our
Board of Directors pre-approved the engagement of Eisner & Lubin LLP to act
as our independent auditor for the fiscal year ending May 31, 2009. However, if
our board identifies a suitable merger or acquisition partner and we enter into
a business combination, it is likely that our Board of Directors will appoint
the independent auditor retained by such merger or acquisition partner as our
new independent auditor.

27

SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized, in Woodbury, New York, on June 27,
2008.

ROBOCOM
  SYSTEMS INTERNATIONAL INC.By:

/s/Irwin
  BalabanIrwin BalabanChief Executive
OfficerPursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates stated:

Signature

Title

Date/s/Irwin
  Balaban

Chairman of
  the Board and Chief Executive Officer (Principal Executive Officer, Principal
  Accounting Officer, and Principal Financial Officer)

June 27,
  2008Irwin
  Balaban/s/Lawrence
  B. Klein

Director

June 27,
  2008Lawrence
  B. Klein/s/Herbert
  Goldman

Director

June 27,
  2008Herbert
  Goldman/s/Robert B.
  Friedman

Director

June 27,
  2008Robert B.
  Friedman28

Exhibit IndexExhibit
  Number

Description2.1

Asset Purchase Agreement dated August 17, 2005, between the Company
  and Avantcé RSI, LLC (incorporated by reference to Exhibit 10.1 to the
  Companys Current Report on Form 8-K as filed with the Commission on August
  17, 2005 (File No. 0-22735)).3.1

Restated
  Certificate of Incorporation of the Company (incorporated herein by reference
  to Exhibit 3.1 to the Companys Registration Statement on Form SB-2
  (Registration No. 333-27587)).3.2

Amendment
  dated November 9, 1998 to Restated Certificate of Incorporation of the
  Company to reflect name change to Robocom Systems International Inc.
  (incorporated herein by reference to Exhibit 3.2 to the Companys Annual
  Report on Form 10-KSB for the year ended May 31, 1999 as filed with the
  Commission on August 25, 1999 (File No. 0-22735)).3.3

Amended and
  Restated By-laws of the Company (incorporated herein by reference to Exhibit
  3.2 to the Companys Registration Statement on Form SB-2 (Registration No.
  333-27587)).3.4

Amendment
  dated July 13, 2006 to Restated Certificate of Incorporation of the Company
  (incorporated herein by reference to Exhibit 3.1 to the Companys Current
  Report on Form 8-K as filed with the Commission on July 17, 2006 (File No.
  0-22735)).10.1

Indemnification
  Agreement dated as of August 17, 2005, among the Company, Irwin Balaban,
  Herbert Goldman and Lawrence B. Klein (incorporated herein by reference to
  Exhibit 10.9 to the Companys Annual Report on Form 10-KSB for the year ended
  May 31, 2005 as filed with the Commission on August 26, 2005 (File No.
  0-22735)).10.2

Consulting Agreement dated
  September 1, 2006 between our company and Irwin Balaban (incorporated herein
  by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-QSB
  for the quarter ended November 30, 2006 as filed with the Commission on
  January 8, 2007 (File No. 0-22735)).10.3

Consulting Agreement dated
  September 1, 2007 between the Company and Irwin Balaban.14.1

Robocom
  Systems International Inc. Code of Ethics and Business Conduct (incorporated
  herein by reference to Exhibit 14.1 to the Companys Current Report filed on
  Form 8-K as filed with the Commission on September 24, 2004 (File No.
  0-22735)).14.2

Robocom
  Systems International Inc. Code of Ethics for Financial Executives and
  Employees (incorporated herein by reference to Exhibit 14.2 to the Companys
  Current Report filed on Form 8-K as filed with the Commission on September
  24, 2004 (File No. 0-22735)).23.1

Consent of
  Eisner & Lubin LLP, independent registered accountants (incorporated
  herein by reference to Exhibit 23.1 to the Companys Amended Annual Report
  filed on Form 10-KSB/A as filed with the Commission on February 25, 2008
  (File No. 0-22735)).23.2

Consent of Eisner &
  Lubin LLP, independent registered accountants.31.1

Certification
  of the Companys Chief Executive Officer and principal accounting officer,
  Irwin Balaban, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification
  of the Companys Chief Executive Officer and principal accounting officer,
  Irwin Balaban, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.29