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, 2007

      |_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

            For 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                         (I.R.S. Employer
     incorporation or organization)                        Identification No.)

  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. |_|

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 |_|

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 |_|

State  issuer's  revenues for its most recent  fiscal year  (Excluding  interest
income). $0.00

As of August 3, 2007, the issuer had outstanding  4,840,984 shares of its common
stock.

As of August 3, 2007,  the aggregate  market value of the issuer's  common stock
held by  non-affiliates  was  $455,833  (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 |_|  No |X|

<PAGE>

                                     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.

<PAGE>

      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
<PAGE>

      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 (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
<PAGE>

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.

Employees

      As of  August  3,  2007,  we did not have any  employees,  other  than our
executive officer, who works 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.

      No matters were submitted to a vote of security  holders during the fourth
quarter of fiscal 2007.


                                       4
<PAGE>

                                     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 2007 and 2006.

<TABLE>
<CAPTION>
                                                  Fiscal 2007                 Fiscal 2006
                                                High        Low             High        Low
                                                ----        ---             ----        ---
<S>                                            <C>        <C>              <C>        <C>
            Quarter ended August 31            $0.94      $0.19            $0.89      $0.45
            Quarter ended November 30           0.28       0.24             0.68       0.55
            Quarter ended February 28           0.26       0.21             0.74       0.60
            Quarter ended May 31                0.28       0.22             0.75       0.70
</TABLE>

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

      On August 3, 2007,  the closing  price of our common  stock as reported on
the Over-the-Counter Bulletin Board was $0.23.

Holders

      As of August 3, 2007,  there  were  4,840,984  shares of our common  stock
outstanding held by  approximately  31 shareholders of record.  Of the 4,840,984
shares, 1,982,200 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,
2007 or 2006.

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 2007.


                                       5
<PAGE>

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 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.

      Prior to the  sale of our  assets  on  October  11,  2005,  our  principal
activities included marketing and support of comprehensive  warehouse management
software systems.  We licensed our standard RIMS warehouse  management  systems;
provided related services  (including  customization and  modification,  project
management,  training and  implementation)  and  maintenance  support;  and sold
related third-party hardware products.

      Our total revenues were dependent upon a relatively  small number of large
sales. We had large contracts with two customers that contributed  significantly
to our revenues. Revenues from our five largest clients in fiscal 2006 accounted
for approximately 62% of total revenues.

      Costs of revenues  represented the cost of software  modification,  system
implementation and other services,  hardware and maintenance  support.  Costs of
services and costs of maintenance  consisted primarily of labor costs for client
support, including personnel costs, and costs relating to subcontracted services
and overhead.  Cost of hardware consisted primarily of the cost of hardware sold
by us on behalf of other manufacturers.

      Amortization of software  development  costs consisted of the amortization
of costs of engineering personnel and related development expenses,  such as the
development of software  tools and  documentation,  capitalized  starting at the
point  technological  feasibility is  demonstrated.  We capitalized  $145,186 in
fiscal 2006 for software  development costs.  Research and development costs for
this period was not significant.

      Selling,  general  and  administrative  expenses  consisted  primarily  of
salaries  for  sales,   marketing,   administrative,   executive  and  financial
personnel,  commissions  paid to sales  personnel,  and travel  and  promotional
expenses.


                                       6
<PAGE>

Results of Operations

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

                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                                                  Year ended May 31,
                                                                        --------------------------------------
                                                                            2007                      2006
                                                                            ----                      ----
<S>                                                                     <C>                        <C>
Selling, general and administrative expenses .....................      $      (157)               $      (154)

Interest income, net .............................................               38                         82
                                                                        -----------                -----------
Loss from continuing operations before income taxes ..............      $      (119)               $       (72)
                                                                        -----------                -----------

Benefit of income taxes ..........................................               --                         29
                                                                        -----------                -----------
Loss from continuing operations ..................................      $      (119)               $       (43)
                                                                        -----------                -----------

Income from discontinued operations
   (net of income tax provision of $9 in 2006) ...................      $        --                $       274
Gain on sale of discontinued operations
   (net of income tax provision of $25 in 2006) ..................               --                        652
                                                                        -----------                -----------
Net income from discontinued operations ..........................      $        --                $       926
                                                                        -----------                -----------

Net (loss) income ................................................      $      (119)               $       883
                                                                        ===========                ===========

Basic and diluted net (loss) income per share:
     Continuing operations, basic and diluted ....................      $     (0.02)               $     (0.01)
                                                                        -----------                -----------

     Discontinued operations, basic and diluted ..................      $        --                $      0.20
                                                                        -----------                -----------

Net (loss) income per basic and diluted share ....................      $     (0.02)               $      0.19
                                                                        ===========                ===========

Weighted average shares outstanding:
   Basic .........................................................        4,817,422                  4,547,011
                                                                        ===========                ===========
   Diluted .......................................................        4,817,422                  4,639,749
                                                                        ===========                ===========
</TABLE>


                                       7
<PAGE>

Comparison of Fiscal Years Ended May 31, 2007 and May 31, 2006

Continuing Operations

      Revenues.  We did  not  record  any  revenues  related  to our  continuing
operations during the fiscal years ended May 31, 2007 and 2006.

      Selling,  General  and  Administrative  Expenses.   Selling,  general  and
administrative expenses consisted of fees for financial personnel,  professional
fees and insurances,  as well as other  miscellaneous  administrative  expenses.
Selling, general and administrative expenses increased by $2,752 to $156,746 for
the year ended May 31, 2007,  as compared to $153,994 for the year ended May 31,
2006. This increase was primarily due to increased  professional  and consulting
fees related to the consideration and analysis of possible merger candidates.

      Interest Income,  Net. Interest income decreased by $43,666 to $37,832 for
the year ended May 31,  2007,  as compared to $81,498 for the year ended May 31,
2006.  This decrease was primarily due to a decrease in cash on hand as a result
of the  dividend  paid and the type of  short-term  investments  held during the
fiscal year ended May 31, 2007.  We did not record any interest  expense  during
the 2007 period, as compared to $66 for the 2006 period.

      Income Taxes. No provision for or benefit of income taxes was reflected in
the 2007  period,  as the  benefit  of  operating  loss  carryforwards  has been
reserved.  During the fiscal year ended May 31,  2006,  an income tax benefit of
$29,025 was recorded primarily due to the loss from continuing operations.

Discontinued Operations

      Each of the  following  items are  included  in Income  from  Discontinued
Operations on the Statement of Operations.

      Revenues.  We did not record  any  revenues  related  to our  discontinued
operations  during the fiscal year ended May 31, 2007, as compared to $1,327,547
for the  fiscal  year  ended May 31,  2006.  Prior to the sale of our  warehouse
management software business on October 11, 2005, our revenues were derived from
a relatively small number of sales of software licenses, implementation services
and maintenance of existing customer sites.

      Cost of  Revenues.  We did not record any cost of revenues  related to our
discontinued operations during the fiscal year ended May 31, 2007. Total cost of
revenues  were  $371,040 for the fiscal year ended May 31, 2006. As a percentage
of revenues, total cost of revenues were approximately 28% in the 2006 period.

      Amortization  of  Software  Development  Costs.  We  did  not  record  any
amortization  of  software   development   costs  related  to  our  discontinued
operations  during the fiscal year ended May 31, 2007.  Amortization of software
development costs was $208,252 for the fiscal year ended May 31, 2006.

      Selling,  General  and  Administrative  Expenses.   Selling,  general  and
administrative  expenses  consisted  of  salaries  for  sales,   administrative,
executive and financial personnel, commissions, travel and promotional expenses,
professional fees and insurances,  as well as other administrative  expenses. We
did not record any selling,  general and administrative  expenses related to our
discontinued  operations  during the fiscal  year ended May 31,  2007.  Selling,
general and administrative  expenses were $465,282 for the fiscal year ended May
31, 2006.

      Income  Taxes.  We did not record any  provision  for or benefit of income
taxes in the 2007 period. During the fiscal year ended May 31, 2006, a provision
for  income  taxes of $8,614  was  recorded  based on income  from  discontinued
operations,  offset  by a  benefit  of  operating  loss  carryforwards  that had
previously  been reserved.  An additional  provision for income taxes of $24,541
was recorded based on the gain on the sale of  substantially  all of our assets,
offset by a benefit of operating loss  carryforwards  that had  previously  been
reserved.


                                       8
<PAGE>

Liquidity and Capital Resources

      During  fiscal 2007,  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, 2007, we had $449,317 in cash and cash equivalents.

      Net cash used in operating  activities  was  $154,384 in fiscal 2007.  Net
cash provided by operating  activities  was $301,441 in fiscal 2006.  Cash flows
from operations decreased in the 2007 period primarily because,  after the asset
sale  on  October  11,  2005,  we were  not  engaged  in any  revenue-generating
operations.

      We did not purchase any equipment during fiscal 2007.  During fiscal 2006,
we expended  $7,011 for the purchase of equipment  and  capitalized  $145,186 of
software  development  costs  and had  proceeds  from the sale of  assets in the
amount of $2,268,646.

      On July 28, 2006, we paid a dividend to our shareholders of record on July
14, 2006 totaling $2,759,361, or $0.57 per share.

      During  fiscal 2007,  we received  $114,000 in proceeds  from stock option
exercises.

      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.


                                       9
<PAGE>

Item 7. Financial Statements.

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S>                                                                                           <C>
Report of Independent Registered Public Accounting Firm .................................     11

Balance Sheets as of May 31, 2007 and 2006 ..............................................     12

Statements of Operations for the years ended May 31, 2007 and 2006 ......................     13

Statements of Shareholders' Equity for the years ended May 31, 2007 and 2006 ............     14

Statements of Cash Flows for the years ended May 31, 2007 and 2006 ......................     15

Notes to Financial Statements ...........................................................     16
</TABLE>


                                       10
<PAGE>

             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, 2007,  and 2006,  and the related  statements of  operations,
shareholders'  equity  and cash  flows for each of the two  years in the  period
ended May 31, 2007.  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, 2007 and 2006,  and the  results of its  operations,  and its
cash  flows  for  each of the two  years in the  period  ended  May 31,  2007 in
conformity with accounting principles generally accepted in the United States.


                                                /s/ Eisner & Lubin LLP
                                                ----------------------

New York, New York
   August 3, 2007.


                                       11
<PAGE>

                       ROBOCOM SYSTEMS INTERNATIONAL INC.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                                   2007                    2006
                                                                                               ------------            ------------
<S>                                                                                            <C>                     <C>
Assets
Current assets:
     Cash and cash equivalents .....................................................           $    449,317            $  3,130,625
     Due from Avantce ..............................................................                 73,563                 192,000
     Other current assets ..........................................................                  1,000                   1,583
                                                                                               ------------            ------------
Total assets .......................................................................           $    523,880            $  3,324,208
                                                                                               ============            ============

Liabilities and Shareholders' Equity
Current liabilities:
     Accounts payable ..............................................................           $         --            $        481
     Accrued expenses ..............................................................                 39,428                  75,000
                                                                                               ------------            ------------
Total liabilities ..................................................................                 39,428                  75,481
                                                                                               ------------            ------------

Shareholders' 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 and 4,640,984 issued and outstanding at May 31, 2007
       and 2006, respectively ......................................................                 48,410                  46,410
     Additional paid-in capital ....................................................             12,163,574              12,051,574
     Accumulated deficit ...........................................................            (11,727,532)             (8,849,257)
                                                                                               ------------            ------------
Total shareholders' equity .........................................................                484,452               3,248,727
                                                                                               ------------            ------------
Total liabilities and shareholders' equity .........................................           $    523,880            $  3,324,208
                                                                                               ============            ============
</TABLE>

See accompanying notes.


                                       12
<PAGE>

                       ROBOCOM SYSTEMS INTERNATIONAL INC.

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                    For the year ended May 31,
                                                                                  -----------------------------
                                                                                      2007              2006
                                                                                  -----------       -----------
<S>                                                                               <C>               <C>
Selling, general and administrative expenses .................................    $  (156,746)      $  (153,994)

Interest income, net .........................................................         37,832            81,432
                                                                                  -----------       -----------
Loss from continuing operations before income taxes ..........................       (118,914)          (72,562)

Benefit of income taxes ......................................................             --            29,025
                                                                                  -----------       -----------
Loss from continuing operations ..............................................       (118,914)          (43,537)
                                                                                  -----------       -----------

Income from discontinued operations
   (net of income tax provision of $8,614 in 2006) ...........................             --           274,359
Gain on sale of discontinued operations
   (net of income tax provision of $24,541 in 2006) ..........................             --           651,833
                                                                                  -----------       -----------
Net income from discontinued operations ......................................             --           926,192
                                                                                  -----------       -----------

Net (loss) income ............................................................    $  (118,914)      $   882,655
                                                                                  ===========       ===========

Basic and diluted net (loss) income per share:
     Continuing operations, basic and diluted ................................    $     (0.02)      $     (0.01)
                                                                                  -----------       -----------

     Discontinued operations, basic and diluted ..............................    $        --       $      0.20
                                                                                  -----------       -----------

Net (loss) income per basic and diluted share ................................    $     (0.02)      $      0.19
                                                                                  ===========       ===========

Weighted average shares outstanding:
   Basic .....................................................................      4,817,422         4,547,011
                                                                                  ===========       ===========
   Diluted ...................................................................      4,817,422         4,639,749
                                                                                  ===========       ===========
</TABLE>

See accompanying notes.


                                       13
<PAGE>

                       ROBOCOM SYSTEMS INTERNATIONAL INC.

                       STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                    Common Stock
                                        -------------------------------------

                                                                                    Additional                             Total
                                                      Par Value                       Paid-In         Accumulated      Shareholders'
                                          Shares         $.01        Warrants         Capital           Deficit           Equity
                                        -------------------------------------------------------------------------------------------
<S>                                     <C>            <C>          <C>             <C>              <C>                <C>
Balance, June 1, 2005 ............      4,540,984      $45,410      $ 166,728       $11,835,846      $ (9,731,912)      $ 2,316,072

Net income .......................             --           --             --                --           882,655           882,655

Warrant exercise .................        100,000        1,000       (166,728)          215,728                --            50,000
                                        -------------------------------------------------------------------------------------------

Balance, May 31, 2006 ............      4,640,984      $46,410      $      --       $12,051,574      $ (8,849,257)      $ 3,248,727

Net (loss) .......................             --           --             --                --          (118,914)         (118,914)

Stock option exercise ............        200,000        2,000             --           112,000                --       $   114,000

Dividends paid ...................             --           --             --                --        (2,759,361)       (2,759,361)
                                        -------------------------------------------------------------------------------------------

Balance, May 31, 2007 ............      4,840,984      $48,410      $      --       $12,163,574      $(11,727,532)      $   484,452
                                        ===========================================================================================
</TABLE>

See accompanying notes.


                                       14
<PAGE>

                       ROBOCOM SYSTEMS INTERNATIONAL INC.

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                             For the year ended May 31,
                                                                                        ------------------------------------
                                                                                           2007                      2006
                                                                                        -----------              -----------
<S>                                                                                     <C>                      <C>
Operating activities
Net (loss) income ................................................................      $  (118,914)             $   882,655
Adjustments to reconcile net income to net
   cash provided by operating activities:
       Depreciation of property and equipment ....................................               --                    5,298
       Amortization of software development costs ................................               --                  208,252
       Provision for bad debts ...................................................               --                    1,394
       Deferred income taxes .....................................................               --                    4,130
       Gain on the sale of assets ................................................               --                 (676,374)
       Changes in operating assets and liabilities, net of
       effects of disposition of net assets:
         Accounts receivable .....................................................               --                  (12,926)
         Unbilled revenue ........................................................               --                 (186,029)
         Other current assets ....................................................              583                  (17,075)
         Accounts payable ........................................................             (481)                 (78,434)
         Accrued expenses ........................................................          (35,572)                   9,029
         Deferred revenue ........................................................               --                  161,521
                                                                                        -----------              -----------
Net cash (used in) provided by operating activities ..............................         (154,384)                 301,441
                                                                                        -----------              -----------

Investing activities
Software development costs .......................................................               --                 (145,186)
Proceeds from sale of assets, net of
   related expenses in 2006 ......................................................          118,437                2,268,646
Capital expenditures .............................................................               --                   (7,011)
                                                                                        -----------              -----------
Net cash provided by investing activities ........................................          118,437                2,116,449
                                                                                        -----------              -----------

Financing activities
Proceeds from warrant exercise ...................................................               --                   50,000
Dividend paid to shareholders ....................................................       (2,759,361)                      --
Proceeds from stock option exercise ..............................................          114,000                       --
                                                                                        -----------              -----------
Net cash (used in) provided by financing activities ..............................       (2,645,361)                  50,000
                                                                                        -----------              -----------

(Decrease) increase in cash and cash equivalents .................................       (2,681,308)               2,467,890
Cash and cash equivalents at beginning of year ...................................        3,130,625                  662,735
                                                                                        -----------              -----------
Cash and cash equivalents at end of year .........................................      $   449,317              $ 3,130,625
                                                                                        ===========              ===========

Supplemental disclosures of cash flow information:

  Cash paid for interest .........................................................      $        --              $     4,725
                                                                                        ===========              ===========
</TABLE>

See accompanying notes.


                                       15
<PAGE>

                       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.

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.

      Revenue Recognition

      Prior to the sale of assets on October 11, 2005, our revenues were derived
from software license fees, fees for services, sales of hardware and maintenance
contracts.  Software  license fees  included  revenue from the  licensing of our
proprietary   RIMS  software  and  revenue  from  the  sublicensing  of  certain
third-party  software.  Software  license  fee  revenue  was  recorded  when the
software was delivered,  the license agreement with the client was executed, and
collection of the resulting  receivable was deemed  probable.  Service  revenues
were  derived   from  project   management,   training,   on-site   support  and
implementation  services,  and,  to a  lesser  extent,  from  customization  and
modification  of  licensed  software.  The  majority  of service  revenues  were
recorded when the service was performed. Service revenues for project management
and  modifications  were recorded  using the  percentage  of completion  method.
Hardware revenues were derived from the sale of products of other manufacturers,
including computer hardware,  radio frequency  equipment,  bar code printers and
other  peripherals.  Such revenues were  recognized  when title to such hardware
passed to the  client.  Clients  typically  entered  into  one-year  maintenance
agreements  upon the utilization of RIMS and paid  maintenance  fees annually or
monthly in  advance.  We  recognized  revenue  from each  maintenance  agreement
ratably  over the period  covered by the  agreement,  but were only  required to
perform  maintenance  services  as  and  when  the  client  requested  them.  We
recognized revenues,  in all periods presented,  in accordance with the American
Institute of Certified Public  Accountants'  Statement of Position ("SOP") 97-2,
"Software  Revenue  Recognition,"  and  SOP  98-9,  "Modification  of SOP  97-2,
Software  Revenue  Recognition  with  Respect  to Certain  Transactions,"  which
amended  paragraphs  11 and 12 of SOP 97-2,  to require  recognition  of revenue
using the residual method under certain circumstances.


                                       16
<PAGE>

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

      Software Development Costs

      Prior to the sale of assets on  October  11,  2005,  software  development
costs were  capitalized  in accordance  with  Statement of Financial  Accounting
Standards  ("SFAS") No. 86, "Accounting for the Costs of Computer Software to be
Sold,  Leased, or Otherwise  Marketed." The  capitalization of these costs began
when a product's technological feasibility had been established,  and ended when
the product was available for general release to clients.  The  establishment of
technological  feasibility  and the  ongoing  assessment  of  recoverability  of
capitalized  software  development  costs  required   considerable  judgment  by
management with respect to certain external factors,  including, but not limited
to,  technological  feasibility,  anticipated  future gross revenues,  estimated
economic  life,  and changes in software  and  hardware  technologies.  Software
development costs,  including  enhancements,  were amortized to cost of revenue,
using the  straight-line  method  over three years or the  expected  life of the
product,  whichever was less.  Research and development  costs incurred prior to
the establishment of technological  feasibility were expensed as incurred;  such
amounts for the periods presented were not significant.

      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.

      Stock Options

      On March 1,  2006,  the  Company  adopted  SFAS  No.  123(R)  "Share-Based
Payment"  requiring the recognition of compensation  expense in the Consolidated
Statements of Income 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.

Recent Pronouncements

      In June 2006, FASB issued  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.  FIN 48 is  effective  for fiscal  years
beginning after December 15, 2006. We do not believe the adoption of FIN 48 will
have a significant effect on our consolidated financial statements.

      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


                                       17
<PAGE>

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

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.

      Advertising Costs

      Advertising  costs  are  expensed  as  incurred.  We  did  not  incur  any
advertising  costs during  fiscal 2007.  For the year ended May 31, 2006,  these
costs amounted to approximately $8,000.

      Segment Information

      We did not record any  revenues  related  to our  discontinued  operations
during the year ended May 31, 2007.

      Prior to the sale of  assets on  October  11,  2005,  we  operated  in one
business segment, as defined by SFAS No. 131,  "Disclosures about Segments of an
Enterprise  and Related  Information."  Our revenues,  included in  discontinued
operations, by geographic markets are summarized below:

                                                     2006
                                                  ----------

            Domestic .........................    $1,316,796
            Europe ...........................         4,001
            Other ............................         6,750
                                                  ----------
                                                  $1,327,547
                                                  ==========

      Concentration of Credit Risk

      Prior to the sale of assets on  October  11,  2005,  our  client  base was
comprised of large  clients in  diversified  industries.  Revenues from our five
largest  clients  in  fiscal  2006  accounted  for  approximately  62% of  total
revenues.

      We maintain our cash principally at one commercial  bank.  Management does
not believe significant credit risk existed at May 31, 2007.


                                       18
<PAGE>

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

2. Shareholders' Equity

      Warrants

      On May 27,  2003,  we issued  warrants to purchase  100,000  shares of our
common stock at an exercise price of $0.50 per share to Robocom Properties, Inc.
("Properties"),  in return for the  release of  long-term  debt in the amount of
$161,872 and the related interest of $4,856 owed to Properties under a long-term
debt  agreement  dated  May  30,  2002.  On May 9,  2006,  these  warrants  were
exercised. The shareholders of Properties are also directors and shareholders of
our company.

      Stock Option Plan

      We have a Stock  Option and  Long-term  Incentive  Compensation  Plan (the
"Plan"), which, as amended,  provides for the issuance of up to 1,150,000 shares
of our common stock. Outstanding options were granted at an exercise price equal
to or in excess of the prevailing  market price on the grant date. These options
contain a vesting  schedule  determined  at the date of grant.  Incentive  stock
options were granted to employees.  All other options  granted,  including those
granted to directors and consultants, are nonqualified options.

      The  following  summarizes  stock option  activity  during fiscal 2006 and
2007:

                                                                    Weighted-
                                               Shares                Average
                                                under               Exercise
                                               Option                 Price
                                           -------------         -------------
            Balance, June 1, 2005                670,000                 $0.61
            Cancelled                           (210,000)                $0.60
                                           -------------         -------------
            Balance, May 31, 2006                460,000                 $0.62
            Exercised                           (200,000)                $0.57
                                           -------------         -------------
            Balance, May 31, 2007                260,000                 $0.65
                                           =============         =============

      The options exercisable at May 31, 2007 and 2006 were 260,000 and 460,000,
respectively.  The weighted average exercise price of options exercisable at May
31, 2007 and 2006 was $0.65 and $0.62, respectively.

      No options were granted during fiscal 2007 and 2006.


                                       19
<PAGE>

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

      The  following  table  summarizes  information  about this plan at May 31,
2007:

                      Options                                 Options
                    Outstanding           Weighted          Exercisable
                    -----------            Average          -----------
     Exercise                            Remaining
      Prices           Shares         Contractual Life        Shares
      ------           ------         ----------------        ------

      $0.650          260,000             1.6 years           260,000

      The  remaining  number of shares  reserved for options at May 31, 2007 was
690,000.

3. Detail of Certain Balance Sheet Accounts

      Accrued Expenses

      Accrued expenses  consisted of professional fees for the fiscal year ended
May 31, 2007 and 2006.

4. Employee Benefit Plan

      We do not have any employee benefit plans.

5. Income Taxes

      Deferred tax assets as of May 31, 2007 and 2006 substantially comprise net
operating loss carryforwards, net of valuation allowances.

      We did not record any provision for or benefit of income taxes in the 2007
period. The valuation allowance at May 31, 2007 and 2006 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, 2007 by $47,565. The valuation allowance decreased during the year ended May
31, 2006 by $348,931.

      At May 31, 2007, we had net operating loss  carryforwards of approximately
$4.8 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, 2027.

6. Related Party Transactions

      Prior to the asset  sale on October  11,  2005,  we leased  our  principal
facilities from Properties. The shareholders of Properties are also shareholders
and directors of our company. In connection  therewith,  we incurred expenses of
$56,000 in the fiscal year ending 2006.

7. Lease Commitments

      We are not currently obligated under any lease.


                                       20
<PAGE>

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

8. Gain Contingency

      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.

Item 8A. Controls and Procedures

      (a)   As of the end of the period  covered by this report,  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 the design and operation
            of the disclosure  controls and  procedures  pursuant to Rule 13a-15
            under the Securities Exchange Act of 1934, as amended (the "Exchange
            Act").  Based upon the evaluation,  our Chief Executive  Officer and
            principal  financial  officer  concluded  that, as of the end of the
            period,  the disclosure  controls and  procedures  were effective in
            timely alerting him to material  information relating to our company
            required to be included in the reports that are filed and  submitted
            pursuant to the Exchange Act.

      (b)   During our fourth fiscal  quarter of 2007,  there were no changes in
            our internal controls over financial  reporting that have materially
            affected,  or  are  reasonably  likely  to  materially  affect,  the
            internal controls over financial reporting.


                                       21
<PAGE>

                                    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:

<TABLE>
<CAPTION>
        Name                         Age                                      Position
        ----                         ---                                      --------
<S>                                  <C>             <C>
Irwin Balaban                        75              President and Chief Executive Officer, Chairman of the Board

Robert B. Friedman                   68                                       Director

Herbert Goldman                      76                                       Director

Lawrence B. Klein                    73                                       Director
</TABLE>

      Irwin 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 Norwich (CT) Comfort Suites Hotel,  the Norwich (CT)  Navigators -
Class AA affiliate of the San Francisco Giants, the Nathan Hale Inn & Conference
Center at the  University of  Connecticut  and the  Middletown  Inn & Conference
Center. 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 and office buildings.

      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 2007.


                                       22
<PAGE>

Compliance with Section 16(a) of the Exchange Act

      Based solely upon a review of Forms 3, 4 and 5 furnished to us pursuant to
Section  16(a)-3e  of the  Securities  Act of  1934,  we are  not  aware  of any
delinquencies  for the  period  ended May 31,  2007.  None of  Messrs.  Balaban,
Friedman,  Goldman  and Klein has filed  Forms 3 or 5, if  required.  We are not
aware of the requirement or exemption of any of such  individuals to file a Form
5, but note the absence of any written  representation  identified  in paragraph
(b)(2)(i) of Item 405 of Regulation S-B.

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 held
one meeting during the fiscal year ended May 31, 2007.

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 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.


                                       23
<PAGE>

      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, 2007.

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 2007.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                               Non-Equity         Nonqualified
Name and                                      Stock   Option   Incentive          Deferred            All Other
Principal          Fiscal   Salary   Bonus    Awards  Awards   Plan               Compensation        Compensation
Position           Year     ($)      ($)      ($)     ($)      Compensation($)    Earnings($)         ($) (2)        Total($)
------------------------------------------------------------------------------------------------------------------------------
<S>                <C>      <C>      <C>      <C>      <C>     <C>                  <C>                 <C>          <C>

------------------------------------------------------------------------------------------------------------------------------
Irwin Balaban (1)
President and
Chief Executive
Officer            2007                                                                                 45,000       45,000
------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(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
<PAGE>

Outstanding Equity Awards at Fiscal Year End

      The following table sets forth information with respect to the outstanding
equity awards for each named executive officer,  including  unexercised options,
stock that has not  vested and equity  incentive  plan  awards,  outstanding  at
fiscal year ended May 31, 2007.

                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                           Option Awards                                                   Stock Awards
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                         Equity
                                                                                                                         Incentive
                                                                                                            Equity       Plan
                                                                                                            Incentive    Awards:
                                                                                                            Plan         Market or
                                                                                                            Awards:      Payout
                                           Equity                                                           Number of    Value of
                                           Incentive                                                        Unearned     Unearned
                                           Plan Award:                                         Market       Shares,      Shares,
              Number of    Number of       Number of                              Number of    Value of     Units or     Units or
              Securities   Securities      Securities                             Shares or    Shares or    Other        other
              Underlying   Underlying      Underlying                             Units of     Units of     Rights       Rights
              Unexercised  Unexercised     Unexercised    Option     Option       Stock That   Stock That   That Have    That Have
              Options (#)  Options (#)     Unearned       Exercise   Expiration   Have Not     Have Not     Not Vested   Not Vested
Name          Exercisable  Unexercisable   Options (#)    Price ($)  Date         Vested (#)   Vested ($)   (#)          ($)
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>               <C>             <C>        <C>      <C>              <C>          <C>          <C>          <C>
------------------------------------------------------------------------------------------------------------------------------------
Irwin
Balaban        60,000(1)         0               0          $0.65    12/06/08         0            0            0            0
------------------------------------------------------------------------------------------------------------------------------------
Irwin
Balaban        10,000            0               0          $0.65    12/07/09
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes a one-time  grant of 50,000  options and 10,000  shares issued upon
election to the Board of Directors and certain of its  committees.  Such options
were  granted  on  December  8,  2003,  pursuant  to our 1997  Stock  Option and
Long-term Compensation Plan.

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 is 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 are 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 vest immediately.


                                       25
<PAGE>

      No options were granted during fiscal 2007 or fiscal 2006.

      The  following  table  sets forth  information  with  respect to  director
compensation during the year ended May 31, 2007:

                             DIRECTORS COMPENSATION

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                        Non-Equity      Non qualified
                    Fees Earned or                    Incentive Plan      Deferred         All Other
                     Paid in Cash     Stock Awards     Compensation     Compensation     Compensation
Name                    ($) (1)          ($) (2)            ($)         Earnings ($)          ($)         Total ($)
----------------------------------------------------------------------------------------------------------------------
<S>                      <C>                <C>              <C>              <C>              <C>          <C>
Irwin
Balaban                  3,000              0                0                0                0            3,000
----------------------------------------------------------------------------------------------------------------------
Robert
Friedman                 3,000              0                0                0                0            3,000
----------------------------------------------------------------------------------------------------------------------
Herbert
Goldman                  3,000              0                0                0                0            3,000
----------------------------------------------------------------------------------------------------------------------
Lawrence
Klein                    3,000              0                0                0                0            3,000
----------------------------------------------------------------------------------------------------------------------
</TABLE>

      (1)   Represents directors fees paid.

      (2)   No stock options were issued to directors during fiscal 2007.

Consulting Agreement

      On September 1, 2006, we entered into a one-year consulting agreement with
Irwin Balaban, our Chairman of the Board. Under this agreement, Mr. Balaban will
assume the role of President  and Chief  Executive  Officer of our company.  Mr.
Balaban  will  receive  approximately  $42,000,   payable  monthly,  under  this
agreement.


                                       26
<PAGE>

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

      The following table sets forth, as of August 3, 2007, 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):

<TABLE>
<CAPTION>
                                                                              Number of Shares
                    Name and Address of                                          Beneficially          Percentage of Outstanding
                    Beneficial Owner (1)                                          Owned (2)           Shares Beneficially Owned (2)
                    --------------------                                          ---------           -----------------------------
<S>                                                                             <C>                                <C>
Irwin Balaban .........................................................         1,106,100 (3)                      22.52%
Steven N. Bronson .....................................................           416,757                           8.61%
Robert B. Friedman ....................................................           160,000 (4)                       3.26
Herbert Goldman .......................................................           999,000 (5)                      20.36
Lawrence B. Klein .....................................................           754,000 (6)                      15.38
All executive officers and directors as a group (4 persons) ...........         3,019,100 (7)                      62.37
</TABLE>

----------
      (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. and 70,000 shares
            subject to options that are presently exercisable.

      (4)   Includes  65,000  shares  subject  to  options  that  are  presently
            exercisable.

      (5)   Includes  564,000 shares held by H & N Goldman L.P.,  160,000 shares
            held by the Herbert Goldman Revocable Trust,  160,000 shares held by
            the Naomi J. Goldman  Revocable  Trust and 65,000 shares  subject to
            options that are presently exercisable.

      (6)   Includes  60,000  shares  subject  to  options  that  are  presently
            exercisable.

      (7)   Includes  260,000  shares  subject  to  options  that are  presently
            exercisable.


                                       27
<PAGE>

Securities Authorized for Issuance under Equity Compensation Plans

      Our 1997 Stock Option and  Long-term  Incentive  Compensation  Plan is the
only 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.

      The  following  table  sets forth  information  as of May 31,  2007,  with
respect to the  compensation  plan under which we are authorized to issue shares
of our common stock:

                                           Equity Compensation Plan Information

<TABLE>
<CAPTION>
                                                       Number of
                                                    securities to be
                                                      issued upon                                   Number of securities
                                                      exercise of        Weighted average       remaining for future issuance
                                                      outstanding        exercise price of        under equity compensation
                                                   options, warrants   outstanding options,      plans (excluding securities
                                                       and rights       warrants and rights       reflected in columns (a))
                                                          (a)                   (b)                          (c)
<S>                                                      <C>                  <C>                           <C>
Equity compensation plans approved
   by security holders ......................
   Our 1997 Stock Option and Long-term
Incentive Compensation Plan .................            260,000              $  0.65                       690,000
Equity compensation plans not
   approved by security holders .............                 --                   --                            --
                                                         -------              -------                       -------
Total .......................................            260,000              $  0.65                       690,000
                                                         =======              =======                       =======
</TABLE>

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  Avantce
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  and $44,000 for the fiscal  years ended May 31, 2007
and 2006,  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 year ended May 31, 2007 and through
the completion of our Annual Report on Form 10-KSB for the fiscal year ended May
31, 2008.


                                       28
<PAGE>

                                   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 August 3, 2007.

                                              ROBOCOM SYSTEMS INTERNATIONAL INC.


                                              By: /s/Irwin Balaban
                                                  ----------------------------
                                                      Irwin Balaban
                                                      Chief Executive Officer

      Pursuant 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:

<TABLE>
<CAPTION>
              Signature                                  Title                                  Date
<S>                                 <C>                                                    <C>
/s/Irwin Balaban                    Chairman of the Board and Chief Executive Officer      August 3, 2007
---------------------------------   (Principal Executive Officer, Principal Accounting
Irwin Balaban                       Officer, and Principal Financial Officer)

/s/Lawrence B. Klein
---------------------------------
Lawrence B. Klein                   Director                                               August 3, 2007

/s/Herbert Goldman
---------------------------------
Herbert Goldman                     Director                                               August 3, 2007

/s/Robert B. Friedman
---------------------------------
Robert B. Friedman                  Director                                               August 3, 2007
</TABLE>


                                       29
<PAGE>

                                  Exhibit Index

Exhibit
Number                                  Description
------                                  -----------

2.1           Asset  Purchase  Agreement  dated  August 17,  2005,  between  the
              Company and Avantce 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          1997  Stock  Option  and  Long-Term  Incentive  Compensation  Plan
              (incorporated   herein  by  reference  to  Exhibit  10.14  to  the
              Company's  Registration  Statement on Form SB-2  (Registration No.
              333-27587)).

10.2          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)).

10.3          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)).

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)).

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.


                                       30