UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB/A

Annual Report Pursuant to Section 13 or 15 (d) of the Securities Act of 1934
For the fiscal year ended December 31, 2007

Commission File Number: 000-49950

INROB TECH LTD.
(Exact name of small business issuer as specified in its charter)

Nevada
(State or other jurisdiction of Incorporation or organization)

88-0219239
(IRS Employee Identification No.)
1515 Tropicana Ave, Suite 140
Las Vegas, NV 89119
702-795-3601
(Address of principal executive offices and telephone number)

Securities Registered Under Section 12(b) of the Exchange Act: None

Securities Registered Under Section 12(g) of the Exchange Act:

 
Name of each exchange
Title of Each Class
on which registered
Common Stock, par value $.0001
Over-the-Counter Bulletin Board

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ¨     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 Exchange Act.    Yes  ¨     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  ¨     

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. ¨

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 definition of “accelerated filer,” “large accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  ¨  
 Accelerated filer  ¨  
 Non-accelerated filer  ¨
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  ¨     No x

As of April 8, 2008, the aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant was: $2,173,958.

The number of shares outstanding of the Registrant’s Common Stock, $0.0001 par value, was 96,436,182 as of April 8, 2008.  


Item 8A. Controls and Procedures
 
We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.  

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our relevant officers have made conclusions as to the effectiveness of our disclosure controls and procedures at the reasonable assurance level.

Management’s Report of Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  This internal control system has been designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of the Company’s published financial statements. Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2007. To make this assessment, we used the criteria for effective internal control over financial reporting described in Internal Control - Integrated Framework , issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on such assessment, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2007, we were effective in maintaining (i) disclosure controls and procedures and (ii) internal control over financial reporting.
 
This report does not include an attestation report by Davis Accounting Group P.C., our independent registered public accounting firm, regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permits the Company to only provide management’s report in this Form 10-K.
 
Changes in Internal Control over Financial Reporting
 
There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2
 
Item 13. Exhibits

Exhibit
 
Description
3.1
 
Certificate of Incorporation (1)
3.1a
 
Certificate of Designation for Series A Preferred Stock(2)
3.2
 
Bylaws (1)
4.1
 
Form of Secured Convertible Note, dated November 15, 2006 (3)
4.2
 
Form of Warrant, dated November 15, 2006 (3)
4.3
 
Form of Secured Convertible Note, dated March 27, 2007 (4)
4.4
 
Form of Warrant, dated March 27, 2007 (4)
10.1
 
Subscription Agreement, dated November 15, 2006 (3)
10.2
 
Funds Escrow Agreement, dated November 15, 2006 (3)
10.3
 
Security Agreement, dated November 15, 2006 (3)
10.4
 
Stock Pledge Agreement, dated November 15, 2006 (3)
10.5
 
Guaranty Agreement, dated November 15, 2006 (3)
10.6
 
Collateral Agent Agreement, dated November 15, 2006 (3)
10.7
 
Agreement, dated October 1, 2003, between Inrob, Ltd and Ben-Tsur Joseph (1)
10.8
 
Subscription Agreement, dated March 27, 2007 (4)
10.9
 
Funds Escrow Agreement, dated March 27, 2007 (4)
10.10
 
Stock Pledge Agreement, dated March 27, 2007 (4)
10.11
 
Guaranty Agreement, dated March 27, 2007 (4)
10.12
 
Collateral Agent Agreement, dated March 27, 2007 (4)
10.13
 
Security Agreement, dated March 26, 2007 (4)
10.14
 
Amendment to Subscription Agreement, dated October 23, 2007 (5)
10.15
 
Agreement, dated December 24, 2007, by and between Inrob Philippines Ltd, and CP Communication Services, Inc. (6)
10.16
 
Manufacturing Agreement, dated December 24, 2007, by and between Inrob Philippines Ltd, and CP Communication Services, Inc. (6)
31.1
 
Certification of Principal Executive and Financial Officer Pursuant to Exchange Act Rule 13a-14(A)/15d-14(A) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
 
Certification Pursuant To 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act Of 2002
 
* Filed herewith
 
 
(1)
Incorporated by reference to Registrant’s Registration Statement on Form SB-2 (SEC File No. 333-129074)   filed on December 20, 2006.
 
(2)
Incorporated by reference to Registrant’s Definitive Information Statement filed on September 18, 2006.
 
(3)
Incorporated by reference to Registrant’s Current Report on Form 8-K filed on November 21, 2006.
 
(4)
Incorporated by reference to Registrant’s Current Report on Form 8-K filed on March 30, 2007.
 
(5)
Incorporated by reference to Registrant’s Current Report on Form 8-K filed on October 29, 2007.
 
(6)
Incorporated by reference to Registrant’s Current Report on Form 8-K filed on December 28, 2007.

3
 
Signatures
 
In accordance with Section 13 or 15(d) of the Exchange Act the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
     
Date: August 6, 2008
Inrob Tech Ltd.
 
  		 
  		 
 
  By:   /s/ Ben-Tsur Joseph
 
Ben-Tsur Joseph, President and Chief Executive and Accounting Officer
   
 
     
Date: August 6, 2008
Inrob Tech Ltd.
 
  		 
  		 
 
  By:   /s/ Ben-Tsur Joseph
 
Ben-Tsur Joseph, Sole Director
   
 
4
 
EXHIBIT 31.1
 
CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER PURSANT TO
EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED PURSUANT TO
 
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Ben-Tsur Joseph, Chief Executive Officer and Chief Financial Officer, hereby certifies that:
 
1. I have reviewed this Annual Report on Form 10-KSB/A of InrobTech Ltd.
 
2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations, and cash flows of the Company as of, and for, the periods presented in this Annual Report;
 
4. The small business issuer's other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the small business issuer and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, if any, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;
 
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principals;
 
(c) Evaluated the effectiveness of the small business issuer disclosure's controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluations; and
 
(d) Disclosed in this Annual Report any change in the small business issuer internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer fourth fiscal quarter in the case of any annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting;
 
5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's registered independent auditors and the audit committee of Company's Board of Directors (or persons performing the equivalent functions):
 
(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize, and report financial data and have identified for the small business issuer's registered independent auditors any material weaknesses in internal controls; and
 
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

 
Date: August 6, 2008
 
 
 
/s/
 
Ben-Tsur Joseph
 
Chief Executive Officer
 
(Principal Executive Officer)
 
and Chief Financial Officer
 
(Principal Accounting Officer)
 
 
 
 

EXHIBIT 32.1  
 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
 
AS ADOPTED PURSUANT TO SECTION 906
 
OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Annual Report of InrobTech Ltd. (the "Company") on Form 10-KSB/A for the fiscal year ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof ("Report"), I, Ben-Tsur Joseph, Chief Executive Officer and Chief Financial of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
 
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 
Date: August 6, 2008
 
 
 
/s/ Ben-Tsur Joseph
 
Ben-Tsur Joseph
 
Chief Executive Officer and
 
Chief Financial Officer