UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-K/A


Amendment No. 1


(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, 2010o
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 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  oNon-Accelerated Filer  o

Smaller Reporting Company  x





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





As of August 18, 2010, the issuer had outstanding 4,840,984 shares of its common stock.





As of November 30, 2009, the aggregate market value of the issuer’s common stock held by non-affiliates was $109,383 (based upon the closing price of the issuer’s common stock on The Over-the-Counter Bulletin Board on such date).










EXPLANATORY NOTE





Robocom Systems International Inc. (“we,” “us” or “our”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to our Annual Report on Form 10-K for the year ended May 31, 2010, originally filed with the Securities and Exchange Commission (the “SEC”) on August 19, 2010 (the “Original Form 10-K”), to amend our Original Form 10-K to revise the disclosures contained in Item 9A Controls and Procedures in our Original Form 10-K to include certain information required by Items 307 and 308 of Regulation S-K. In addition, we are concurrently filing our Form 10-Q/A for the period ended August 31, 2010 and our Form 10-Q/A for the period ended November 30, 2010.





For purposes of this Amendment, and in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 9A of the Original Form 10-K has  been amended and restated in its entirety.  In addition, as required by Role 12b-15 under the Exchange Act, currently-dated certifications from our principal executive officer and principal financial and accounting officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.  Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Form 10-K and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Form 10-K.  Accordingly, this Amendment should be read in conjunction with our filings with the SEC subsequent to the filing of the Original Form 10-K.








PART II





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, 2010, 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, 2010, 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, 2010, 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, 2010, 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.








PART IV
 Item 15. Exhibits.





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


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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Annual Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized, in Woodbury, New York, on March 14, 2011.





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


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Exhibit Index





Exhibit Number
Description31.1
Certification of our 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  Chief Executive Officer and principal accounting officer, Irwin Balaban, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





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