UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


Form 10-K


(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, 2011




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

For the transition period from   to_____________to ______________.




0-22735


ROBOCOM SYSTEMS INTERNATIONAL INC.(Name of small business issuer in its charter)




New York

11-2617048(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer 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)







Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o  No x




Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes o  No x




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




Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large Accelerated Filer    o
Accelerated Filer      o
Non-Accelerated Filer    o
Smaller Reporting Company    þ





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




As of August 29, 2011, the issuer had outstanding 4,840,984 shares of its common stock.





As of November 30, 2010, the aggregate market value of the issuer’s common stock held by non-affiliates was $95,043, (based upon the closing price of the issuer’s common stock on The Over-the-Counter Bulletin Board on such date).










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.  On September 15, 2009, we paid a dividend to our shareholders totaling approximately $217,844, which represented approximately 82% 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.





1


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-K and other reports required to be filed under applicable Federal and state securities law, agreements and related reports and documents.  The Exchange Act specifically requires that any merger or acquisition candidate comply with all applicable reporting requirements, which include providing audited financial statements to be included within the numerous filings relevant to complying with the Exchange Act.  Our officers and directors have not conducted market research and are not aware of statistical data that would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.





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





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





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





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





2


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





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





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





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





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





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





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





3


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 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-K.  If such audited financial statements are not available at
closing, or within time parameters necessary to insure our compliance with the requirements of the Exchange Act, or if the audited financial statements provided do not conform to the representations made by the candidate to be acquired in the closing documents, the closing documents will provide that the proposed transaction will be voidable, at the discretion of our present management.





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





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





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





·
our company will be governed by the laws of the State of Delaware and by a new certificate of incorporation and new by-laws governed by Delaware law;




·
the conversion of every share of our Common Stock owned as of the effective time of the Reincorporation, into a fractional share of common stock of Robocom-Delaware, such fraction to be not more than 0.5 (1/2) of a share or less than 0.05 (1/20) of a share as determined by our Board of Directors, in its sole discretion, prior to the Reincorporation;




4


·
the reduction of the par value of our Common Stock from $0.01 per share to $0.001 per share;




·
a reduction in our authorized capital stock to 125,000,000 total shares, consisting of 100,000,000 shares of common stock, par value $0.001 per share, and 25,000,000 shares of “blank check” preferred stock, par value $0.001 per share;




·
the persons currently serving as officers and directors of our company will continue to serve in their respective capacities immediately after the Reincorporation; and




·
a change of our corporate name to a name to be determined by our Board of Directors, in its sole discretion, prior to the Reincorporation.




Notwithstanding approval of the Reincorporation by our shareholders, our Board of Directors may, in its sole discretion, determine not to effect, and to abandon, the Reincorporation without further action by our shareholders. Moreover, until our Board of Directors is able to identify a suitable operating business to be our merger or acquisition partner, it is likely we will not proceed with the Reincorporation.





As of August 29, 2011, no further action had been taken regarding the Reincorporation.





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




Employees





We do not have any employees, other than our executive officer, who provides services to our company.





Item 1A.  Risk Factors.





We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.





Item 1B.  Unresolved Staff Comments.





We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.





Item 2.Properties.





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. (Removed and Reserved).




5


Part II





Item 5. Market for Common Equity and Related Shareholder Matters and 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 2011 and 2010.





Fiscal 2011


Fiscal 2010High


Low


High


LowQuarter ended August 31

$
0.06


$
0.03


$
0.05


$
0.03Quarter ended November 30


0.06



0.02



0.09



0.01Quarter ended February 28


0.07



0.02



0.07



0.03Quarter ended May 31


0.07



0.05



0.06



0.03





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





On August 29, 2011, the closing price of our common stock as reported on the Over-the-Counter Bulletin Board was $0.05.





Holders





As of August 29, 2011, there were 4,840,984 shares of our common stock outstanding held by approximately 31 shareholders of record.  Of the 4,840,984 shares, 2,376,084 shares of common stock were held in street name.





Dividends





We did not declare any dividends on any class of common equity during the fiscal year ended May 31, 2011.  During the fiscal year ending May 31, 2010, we paid a dividend to our shareholders totaling approximately $217,844, which represented approximately 82% of our total assets at that time.





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 12. 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 2011.





Item 6.  Selected Financial Data





We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.


6




Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.





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.  On September 15, 2009, we paid a dividend to our shareholders totaling approximately $217,844, which represented approximately 82% of our total assets at that time.





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





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





On May 27, 2008 our Board of Directors, and the holders of a majority of the outstanding shares of our issued and outstanding Common Stock, pursuant to a written consent in lieu of a meeting, approved the Reincorporation in Delaware.  Our Board of Directors and such shareholders approved the Reincorporation in an effort to better position our company to attract an operating business that is seeking to complete a business combination or merger with a shell corporation.  Our Board of Directors and such shareholders believe the actions taken will provide us with a more flexible capital structure, simplicity in corporate governance under Delaware law and the ability to proceed more quickly with a
business combination or merger if and when an acquisition or merger partner is identified.  Although we have had, and continue to have, discussions with potential merger or acquisition partners, we do not currently have a definitive agreement or understanding in place with any potential partner.  No further action had been taken regarding the Reincorporation.





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.


7




Results of Operations





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





(In thousands, except share data)Year ended May 31,2011


2010Selling, general and administrative expenses

$
(47
)

$
(85
)Other income, net


10



---Interest (expense) income, net


(1
)


1Net loss

$
(38
)

$
(84
)Basic and diluted net loss per share:Net loss per basic and diluted share

$
(0.01
)

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


4,840,984



4,840,984




Comparison of Fiscal Years Ended May 31, 2011 and May 31, 2010





Revenues.We did not record any revenues related to our operations during the fiscal year ended May 31, 2011 and 2010.





Selling, General and Administrative Expenses.  Selling, general and administrative expenses consisted of fees for financial personnel, professional fees and insurance, as well as other miscellaneous administrative expenses.  Selling, general and administrative expenses decreased by $37,589 to $47,110 for the fiscal year ended May 31, 2011, as compared to $84,699 for the fiscal year ended May 31, 2010.  This decrease was primarily due to decreased insurance, consulting and professional fees.





Other Income, Net.During the fiscal year ended May 31, 2011, we realized a gain of $7,536 as a result of a one time adjustment to certain liabilities.  These liabilities consisted of a reduction in accrued expenses.  We also received a refund of state taxes paid of $2,423.





Interest (Expense) Income, Net.  No interest income was recorded during the 2011 period.  Interest income of $651 was recorded for the fiscal year ended May 31, 2010.  Interest expense of $1,092 was recorded during fiscal 2011, related to the borrowings under the loans from shareholders.





Income Taxes.No provision for or benefit from income taxes was reflected in the 2011 or 2010 periods, as the benefits of operating loss carryforwards have been reserved.





8




Liquidity and Capital Resources





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





During the fiscal year ended May 31, 2011, we funded our operations from the proceeds of loans from our shareholders.  As of May 31, 2011, we had $3,150 in cash and cash equivalents.





Net cash used in operating activities was $23,149 for the fiscal year ended May 31, 2011.  Net cash used in operating activities was $66,964 for the fiscal year ended May 31, 2010.  During the fiscal year ended May 31, 2011, we were not engaged in any revenue-generating operations.  Cash used in operations was lower in the 2011 period primarily as a result of decreased costs related to insurance, consulting and professional fees.





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




We believe that our existing cash and cash equivalents, together with funds verbally committed to be loaned by our principal stockholders, will be sufficient to fund our legal, accounting and reporting requirements as a publicly-held “shell” company over the next twelve months.





Off-Balance Sheet Arrangements





As of May 31, 2011, we had no off-balance sheet arrangements.





Inflation and Seasonality





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





Item 7A.Quantitative and Qualitative Disclosures About Market Risk.





We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.


9
  Item 8. Financial Statements and Supplementary Data.





INDEX TO FINANCIAL STATEMENTS





Report of Independent Registered Public Accounting Firm
11Balance Sheets as of May 31, 2011 and 2010
12Statements of Operations for the years ended May 31, 2011 and 2010
13Statements of Shareholders’ Equity (Deficit) for the years ended May 31, 2011 and 2010
14Statements of Cash Flows for the years ended May 31, 2011 and 2010
15Notes to Financial Statements
16


10
 Index




REPORT OF INDEPENDENTREGISTERED 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 of May 31, 2011 and 2010 and the related statements of operations, shareholders’ equity (deficit) and cash flows for the years then ended.  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 of May 31, 2011 and 2010 and the results of its operations, and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.




The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company has incurred losses from operations and has a net stockholders’ deficit.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.




/s/ Rosenberg Rich Baker Berman & CompanySomerset, NJAugust 29, 2011.




11
 Index


ROBOCOM SYSTEMS INTERNATIONAL INC.





BALANCE SHEETS




May 31

2011


May 31

2010AssetsCurrent assets:Cash and cash equivalents

$
3,150


$
1,299Other current assets


-



1,042Total assets

$
3,150


$
2,341Liabilities and Shareholders’ Equity (Deficit)Current liabilities:Accrued expenses

$
65,025


$
50,973Loan payable shareholders


25,000



-Total liabilities

$
90,025


$
50,973Shareholders’ equity (deficit):Preferred stock, $.01 par value; 1,000,000 shares authorized;None issued.


-



-Common stock, $.01 par value; 10,000,000 shares authorized;4,840,984 issued and outstanding at May 31, 2011 and 2010


48,410



48,410Additional paid-in capital


12,163,574



12,163,574Accumulated deficit


(12,298,859
)


(12,260,616
)Total shareholders’ deficit


(86,875
)


(48,632
)Total liabilities and shareholders’ deficit

$
3,150


$
2,341
  See accompanying notes.
  12
 Index
  ROBOCOM SYSTEMS INTERNATIONAL INC.
 
 STATEMENTS OF OPERATIONS
 For the year ended May 31,2011


2010Selling, general and administrative expenses

$
(47,110
)

$
(84,699
)Other income, net


9,959



-Interest (expense) income, net.


(1,092
)


651Net loss

$
(38,243
)

$
(84,048
)Basic and diluted net loss per share:Net loss per basic and diluted share

$
(0.01
)

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


4,840,984



4,840,984
  See accompanying notes.
 13
 Index
 
 ROBOCOM SYSTEMS INTERNATIONAL INC.
 
 STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)
 Shares


Par Value

$.01


Additional Paid-In

Capital


Accumulated

Deficit


Total

Shareholders’

Equity (Deficit)Balance, May 31, 2009


4,840,984


$
48,410


$
12,163,574


$
(11,958,724
)

$
253,260Net loss


-



-



-



(84,048
)


(84,048
)Dividends paid


-



-



-



(217,844
)


(217,844
)Balance, May 31, 2010.


4,840,984


$
48,410


$
12,163,574


$
(12,260,616
)

$
(48,632
)Net loss


-



-



-



(38,243
)


(38,243
)Balance, May 31, 2011


4,840,984


$
48,410


$
12,163,574


$
(12,298,859
)

$
(86,875
)
 See accompanying notes.
  14
 Index
 ROBOCOM SYSTEMS INTERNATIONAL INC.
 
 STATEMENTS OF CASHFLOWS
  For the year ended May 31,2011


2010Operating activitiesNet loss

$
(38,243
)

$
(84,048
)Adjustments to reconcile net loss to net cash used in operating activities:Gain on reduction of accrued expenses


7,536



-Changes in operating assets and liabilities:Increase (decrease) in other current assets


1,042



(125
)Increase in accounts payable and accrued expenses


6,516



17,209Net cash used in operating activities


(23,149
)


(66,964
)Financing activitiesLoan from shareholders


25,000



-Net cash provided by financing activities


25,000



-Investing activitiesDividends paid


-



(217,844
)Net cash used in investing activities


-



(217,844
)Increase (decrease) in cash and cash equivalents


1,851



(284,808
)Cash and cash equivalents at beginning of year


1,299



286,107Cash and cash equivalents at end of year

$
3,150


$
1,299
 See accompanying notes.
 15
 Index
 Robocom Systems International Inc.
 Notes tothe 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.  On September 15, 2009, we paid a dividend to our shareholders totaling approximately $217,844, which represented approximately 82% of our total assets at that time.





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





On May 27, 2008 our Board of Directors, and the holders of a majority of the outstanding shares of our issued and outstanding common stock, par value $0.01 per share (our “Common Stock”), pursuant to a written consent in lieu of a meeting in accordance with our articles of incorporation and Section 615(a) of the New York Business Corporation Law, approved a reincorporation of our company in the state of Delaware (the “Reincorporation”) through the merger with and into a wholly-owned, newly-formed Delaware subsidiary formed specifically for this purpose (“Robocom-Delaware”).  Robocom-Delaware will have authorized capital stock of 125,000,000 total shares, consisting of
100,000,000 shares of common stock, par value $0.001 per share, and 25,000,000 shares of “blank check: preferred stock, par value $0.001 per share.  Our Board of Directors and such shareholders approved the Reincorporation in an effort to better position our company to attract an operating business that is seeking to complete a business combination or merger with a shell corporation.  Our board and such shareholders believe the actions taken will provide us with a more flexible capital structure, simplicity in corporate governance under Delaware law and the ability to proceed more quickly with a business combination or merger if and when an acquisition or merger partner is identified.  Although we have had, and continue to have, discussions with potential merger or acquisition partners, we do not currently have a definitive agreement or understanding
in place with any potential partner.  No further action had been taken regarding the Reincorporation.




The accompanying financial statements have been prepared in conformity with accounting principles, generally accepted in the United States of America, which contemplate the continuation of our company as a going concern.   This basis of accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business.  Since October 2005 we have not engaged in any operations and the business has been dormant.  Our company continues to incur losses and has minimal assets and our current liabilities exceed our current assets by $86,875.  Our company is dependent upon obtaining additional financing adequate to fund our limited
operations and/or the success of a potential merger, which has yet to be identified.  We have received a verbal commitment from our primary shareholders to provide funding in order to remain current with our reporting requirements.  The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.




16
 Index


Robocom Systems International Inc.
 Notes to the Financial Statements


Significant Accounting Policies





Use of Estimates





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





Cash and Cash Equivalents





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





Basic and Diluted Net Income (Loss) Per Share





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





Income Taxes





Our company employs an asset and liability approach in accounting for income taxes payable or refundable at the date of the financial statements as a result of all events that have been recognized in the financial statements and as measured by the provisions of enacted laws.





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




Concentration of Credit Risk





We maintain our cash principally at one commercial bank.  Management does not believe significant credit risk existed at May 31, 2011.


2. Detail of Certain Balance Sheet Accounts
 
 Accrued Expenses
 
 Accrued expenses consisted of consulting and professional fees for the fiscal year ended May 31, 2011 and 2010.
  We recorded gains from the reduction in obligations of $7,536 during the year ended May 31, 2011. The obligations principally related to activities of our predecessors and as a result of the passage of time cannot be legally enforced against us.


17
 Index


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





3. Income Taxes





Deferred tax assets as of May 31, 2011 and 2010 substantially comprise of net operating loss carryforwards, net of valuation allowances.





We did not record any provision for or benefit of income taxes in the 2011 or 2010 periods.  The valuation allowance at May 31, 2011 and 2010 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, 2011 and 2010 by $15,000 and $34,000, respectively.





At May 31, 2011, we had net operating loss carryforwards of approximately $5.22 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, 2031.




4. Related Party Transactions





On September 1, 2007, we entered into a two-year consulting agreement with Irwin Balaban, our Chairman of the Board.  Under this agreement, Mr. Balaban serves as President and Chief Executive Officer of our company.  As of May 31, 2010, this agreement has not been renewed.  During the years ended May 31, 2010, we recorded consulting and director fees of $22,500 to Irwin Balaban, President and Chief Executive Officer of the Company.  As of May 31, 2011 we owed $18,000 to Mr. Balaban.





On June 28, 2010, we borrowed $2,500 from each of Mr. Balaban and Eric M. Hellige, a member of our Board of Directors and the beneficial owner of more than 26% of our outstanding common stock, and issued to each such individual a promissory note that bears interest at the rate of 8% per annum and matures on the earlier of (1) the date our company is no longer a shell company, or (ii) June 30, 2011.





On September 21, 2010, we borrowed $5,000 from each of Mr. Balaban and Mr. Hellige and issued to each such individual a promissory note that bears interest at the rate of 8% per annum and matures on the earlier of (i) the date our company is no longer a shell company, or (ii) June 30, 2011.





On February 24, 2011, we borrowed $5,000 from each of Mr. Balaban and Mr. Hellige and issued to each such individual a promissory note that bears interest at the rate of 8% per annum and matures on the earlier of (i) the date our company is no longer a shell company, or (ii) June 30, 2011.





On August 5, 2011, the maturity dates of all of the promissory notes to Messrs. Balaban and Hellige were extended to June 30, 2012.


5. Lease Commitments
 
 We are not currently obligated under any lease.
 
 6. 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.


18
 Index





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


Item 9. Changes in and Disagreements with Accountants on Financial Disclosure





None.


19
 Index





Item 9A(T). Controls and Procedures





Internal Control Over Financial Reporting.





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





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





As of May 31, 2011, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and principal financial officer, of the effectiveness of our internal control over financial reporting pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  In making its assessment of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control--Integrated Framework.  Based on this evaluation, our Chief Executive Officer and principal financial officer
concluded that, as of May 31, 2011, our internal control over financial reporting was effective based on those criteria.





This Annual Report does not include an attestation report of our registered public accounting firm regarding our internal controls over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.





Disclosure Controls and Procedures.





As of May 31, 2011, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and principal accounting officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act.  Based upon the evaluation, our Chief Executive Officer and principal accounting officer concluded that, as of May 31, 2011, the disclosure controls and procedures were effective.





Changes in Internal Control over Financial Reporting.





There have been no changes in our internal controls over financial reporting during the fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.




Item 9B.  Other Information





Not applicable.


20
 Index




Part III




Item 10. Directors, Executive Officers, and Corporate Governance.





Directors and Executive Officers





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





Name

Age

PositionIrwin Balaban

79

President and Chief Executive Officer, Chairman of the BoardLawrence S. Balaban

54

DirectorEric M. Hellige

56

Director





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.





Mr. Balaban brings to the Board of Directors over 28 years of executive experience with our company.  During the past five years, Mr. Balaban has not served as a director of another company with a class of securities registered pursuant to Section 12 of the Exchange Act.




Lawrence S. Balaban has been a director of our company since December 3010.  For more than the last five years, Mr. Balaban has been a business consultant.  Mr. Balaban is the son of Irwin Balaban.





Mr. Balaban brings to the Board of Directors over 30 years of general business and consulting experience working with businesses, both large and small, in a wide range of industries.  During the past five years, Mr. Balaban has not served as a director of another company with a class of securities registered pursuant to Section 12 of the Exchange Act.





Eric M. Hellige has been a director of our company since December 2010.  For more than the last five years, Mr. Hellige has been a member of the law firm of Pryor Cashman LLP, New York, New York.





Mr. Hellige brings to the Board of Directors over 30 years of experience counseling business entities in a wide range of general corporate, financing and mergers and acquisitions activities.  During the past five years, except as provided below, Mr. Hellige has not served as a director of another company with a class of securities registered pursuant o Section12 of the Exchange Act.





On March 22, 2010, Robert B. Friedman resigned as a member of our company’s Board of Directors and on March 24, 2010, Herbert Goldman and Lawrence B. Klein also resigned as members of the Board of Directors, leaving Mr. Balaban as the sole member of our company’s Board of Directors.  Lawrence S. Balaban and Eric M. Hellige were elected to our Board of Directors in December 2010 to fill the vacancies created by such resignations.





21
 Index





Term





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, our Board of Directors.





Involvement In Certain Legal Proceedings





To the best of our knowledge, our directors and executive officers were not involved in any legal proceeding during the last 10 years as described in Item 40(f) of Registration S-K.





Compliance with Section 16(a) of the Exchange Act





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





Based solely on our review of the copies of such reports received by us, or written representations from certain reporting persons that no Forms 5 were required for such persons, we believe that during the fiscal year ended May 31, 2011, there was no failure to comply with Section 16(a) filing requirements applicable to our officers, directors and 10% stockholders.





Code of Ethics





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





Committees of the Board of Directors





Audit Committee





Our Board of Directors established an audit committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934.  There are currently no members of the audit committee.  The members of our Board of Directors perform the functions of the audit committee.  All future members of the audit committee will be independent within the meaning of Rule 4200(a)(15) of the Nasdaq Stock Market Corporate Governance Standards, as amended.  Due to our status as a shell company and our limited resources, we do not have access to additional eligible candidates.  The audit committee is directly responsible for the appointment, compensation and oversight of our
independent auditors.  The audit committee oversees the financial reporting process on behalf of our Board of Directors by reviewing with the independent auditors the scope and results of the audit engagement, monitoring our financial policies and internal control procedures, and reviewing and monitoring the provisions of non-audit services performed by our independent auditors.  Management is responsible for our internal controls and establishing and reviewing the financial reporting process.  The audit committee acts under a written charter adopted and approved in September 1997.  The audit committee did not meet during the fiscal year ended May 31, 2011.


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.


22
 Index





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 ofour 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 standardsdiscussed below and seeks to achieve a balance of knowledge, experience and capability on our Board of Directors.





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




Compensation Committee





Our Board of Directors established a compensation committee; however, there are currently no members of the compensation committee.  Our entire Board of Directors performs the functions of the compensation committee.  All future members of the compensation committee will be independent within the meaning of Rule 4200(a)(15) of the Nasdaq Stock Market Corporate Governance 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, 2011.


23
 Index




Item 11. 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 2011 and fiscal 2010.





SUMMARY COMPENSATION TABLE


Name andPrincipal Position

Fiscal

Year

Salary

($)


Bonus

($)


Stock

Awards

($)


Option

Awards

($)


Non-Equity

Incentive

Plan

Compensation

($)


Nonqualified

Deferred

Compensation

Earnings

($)


All Other

Compensation

($) (2)


Total

($)Irwin Balaban (1) President and

2010


0



0



0



0



0



0



22,500



22,500Chief Executive Officer

2011


0



0



0



0



0



0



0



0


(1)
Since 1983, Mr. Balaban has been Chairman of the Board and since his retirement in March 1999, has been providing consulting services to our company under a consulting agreement.  In his capacity as a consultant to our 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.




Outstanding Equity Awards at Fiscal Year End





There were no equity awards for our named executive officer, including unexercised options, stock that has not vested and equity incentive plan awards, outstanding at fiscal year ended May 31, 2011.





Benefit Plans





The Company does not have any retirement, pension, profit sharing, stock options, insurance program or similar programs for the benefit of its employees.





Employment Contracts and Termination of Employment and Change in Control Arrangement





There are no compensatory plans or arrangements with respect to any officer, director, manager or other executive which would in any way result in payments to any such person because of his resignation, retirement, or other termination of employment with our company, or any change in control of our company, or change in the person’s responsibilities following a change of control of our company.





Directors’ Compensation





The members of our Board of Directors are not compensated for their service on the Board, and no member of the Board received any cash, stock or other compensation during the year ended May 31, 2011.





24
 Index




Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.





The following table sets forth, as of August 29, 2011, the names, addresses and number of shares of common stock beneficially owned by (i) all persons known to our management to be beneficial owners of more than 5% of the outstanding shares of our common stock, (ii) each director of our company, (iii) each named Executive Officer and (iv) all executive officers and directors of our company as a group (except as indicated, each beneficial owner listed exercises sole voting power and sole dispositive power over the shares beneficially owned):





Name and Address of

Beneficial Owner (1)

Number of Shares

Beneficially

Owned(2)


Percentage of Outstanding

Shares Beneficially Owned(2)Irwin Balaban


1,194,900
(3)


24.68
%Jay Gottlieb


311,055
(4)


6.43
%Steven N. Bronson


370,557
(5)


7.65
%Eudora Partners, LLC


1,270,000
(6)


26.23
%Lawrence S. Balaban


---



---Eric M. Hellige


1,270,000
(6)


26.23
%All executive officers and directors as a group (3 persons)


2,464,900



50.92
%


(1) The address of Irwin Balaban is c/o Robocom Systems International Inc., 17 Fairbanks Boulevard, Woodbury, NY 11797.  The address for Mr. Gottlieb is 27 Misty Brook Lane, New Fairfield, CT 06812.The address of Mr. Bronson is 100 Mill Plain Road, Danbury, CT  06811.  The address of Eudora Partners is 475 Hempstead Avenue, Rockville Centre, NY  11570.
  (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 964,000 shares held by I&T Balaban L.P.
  (4) Beneficial ownership of shares report on Amendment No. 2 to Schedule 13G filed with the Commission on January 26, 2011.
  (5) Beneficial ownership of shares as reported on Amendment No. 5 to Schedule 13D filed with the Commission on November 10, 2008.
  (6)Represents shares owned by Eudora Partners, LLC (“Eudora”).  Eric M. Hellige, a director of our company, serves as the managing member of Eudora, which is a family limited partnership, and has investment and voting control over the shares owned by Eudora.  Mr. Hellige disclaims beneficial ownership of the shares owned by Eudora, except to the extent of his pecuniary interest therein.
 25


Securities Authorized for Issuance under Equity Compensation Plans





Our 1997 Stock Option and Long-term Incentive Compensation Plan expired on May 15, 2007, and as of May 31, 2010, we have no compensation plan under which shares of common stock may be issued.  We have no equity compensation plans or arrangements that have not been approved by shareholders.




Item 13. Certain Relationships and Related Transactions, Director Independence.





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, former directors of our company, we agreed to indemnify such persons for any losses they may incur resulting from their agreement to personally indemnify Avantcé RSI, LLC for certain losses it may incur in the event of our breach of representations, warranties and/or covenants set forth in the Asset Purchase Agreement, dated August 17, 2005.





On June 28, 2010, we borrowed $2,500 from each of Mr. Balaban and Eric M. Hellige, a member of our Board of Directors and the beneficial owner of more than 26% of our outstanding common stock, and issued to each such individual a promissory note that bears interest at the rate of 8% per annum and matures on the earlier of (1) the date our company is no longer a shell company, or (ii) June 30, 2011.





On September 21, 2010, we borrowed $5,000 from each of Mr. Balaban and Mr. Hellige and issued to each such individual a promissory note that bears interest at the rate of 8% per annum and matures on the earlier of (i) the date our company is no longer a shell company, or (ii) June 30, 2011.





On February 24, 2011, we borrowed $5,000 from each of Mr. Balaban and Mr. Hellige and issued to each such individual a promissory note that bears interest at the rate of 8% per annum and matures on the earlier of (i) the date our company is no longer a shell company, or (ii) June 30, 2011.





On August 5, 2011, the maturity dates of all of the promissory notes issued to Messrs. Balaban and Hellige were extended to June 30, 2012.




Item 14. Principal Accountant Fees and Services.





We incurred audit fees of $15,000 and $10,000 for the each of the fiscal years ended May 31, 2011 and 2010, respectively, for audit and review services by Rosenberg Rich Baker Berman & Company.  Rosenberg Rich Baker Berman & Company did not perform any other services for us.





Board of Directors Pre-Approval





Our Board of Directors pre-approved the engagement of Rosenberg Rich Baker Berman & Company to act as our independent auditor for the fiscal year ending May 31, 2012.  However, if our board identifies a suitable merger or acquisition partner and we enter into a business combination, it is likely that our Board of Directors will appoint the independent auditor retained by such merger or acquisition partner as our new independent auditor.





PART IV




Item 15. Exhibits, Financial Statement Schedules.





The exhibits required by this item are listed on the Exhibit Index attached hereto and are filed herewith.


26




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 29, 2011.




ROBOCOM SYSTEMS INTERNATIONAL INC.By:
/s/ Irwin BalabanIrwin BalabanChief 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:





Signature

Title

Date/s/Irwin Balaban

Chairman of the Board and Chief Executive Officer

August 29, 2011Irwin Balaban

(Principal Executive Officer, Principal Accounting Officer,and Principal Financial Officer)/s/Lawrence S. Balaban

Director

August 29, 2011Lawrence S. Balaban/s/Eric M. Hellige

Director

August 29, 2011Eric M. Hellige


27


Exhibit IndexExhibitNumber
Description2.1
Asset Purchase Agreement dated August 17, 2005, between our company and Avantcé RSI, LLC (incorporated by reference to Exhibit 10.1 to our 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 our company (incorporated herein by reference to Exhibit 3.1 to our 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 our company to reflect name change to Robocom Systems International Inc. (incorporated herein by reference to Exhibit 3.2 to our 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
Amendment dated July 13, 2006 to Restated Certificate of Incorporation of our company (incorporated herein by reference to Exhibit 3.1 to our company’s Current Report on Form 8-K as filed with the Commission on July 17, 2006 (File No. 0-22735)).3.4
Amended and Restated By-laws of our company (incorporated herin by reference to Exhibit 3.2 to our company’s Registration Statement on Form SB-2 (Registration No. 333-27587)).3.5
First Amendment to the Amended and Restated By-laws of our company (incorporated herein by reference to Exhibit 3.1 to our Current Report on Form 8-K as filed with the Commission on December 8, 2010 (File No. 0-22735)).10.1
Indemnification Agreement dated as of August 17, 2005, among our company, Irwin Balaban, Herbert Goldman and Lawrence B. Klein (incorporated herein by reference to Exhibit 10.9 to our 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)).14.1
Robocom Systems International Inc. Code of Ethics and Business Conduct (incorporated herein by reference to Exhibit 14.1 to our 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 our 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 our 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 our company’s Chief Executive Officer and principal accounting officer, Irwin Balaban, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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