UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  For the quarterly period ended August 31, 2009

£ 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 as specified in its charter)

New York	11-2617048
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

17 Fairbanks Boulevard, Woodbury, NY  11797

(Address of principal executive offices)

516-692-8394

(Issuer’s telephone number)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 T  No £

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," "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 T

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES T NO £

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 4,840,984 shares of common stock as of October 14, 2009.

ROBOCOM SYSTEMS INTERNATIONAL INC.

FORM 10-Q

INDEX

PART I.	Financial Information
Item 1.	Financial Statements:	Page No.
	Balance Sheets – August 31, 2009 and May 31, 2009	3
	Statements of Operations – Three months ended August 31, 2009 and August 31, 2008	4
	Statements of Cash Flows – Three months ended August 31, 2009 and August 31, 2008	5
	Notes to Financial Statements	6
Item 2.	Management’s Discussion and Analysis or Plan of Operation	7
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	9
Item 4T.	Controls and Procedures	9
PART II.	Other Information:
Item 1.	Legal Proceedings	10
Item 1A.	Risk Factors	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3.	Defaults Upon Senior Securities	10
Item 4.	Submission of Matters to a Vote of Security Holders	10
Item 5.	Other Information	10
Item 6.	Exhibits	10
Signatures		11

2

PART I.    FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

ROBOCOM SYSTEMS INTERNATIONAL INC.

BALANCE SHEETS

	August 31, 2009			May 31, 2009
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	267,015		$	286,107
Other current assets		10,417			916
Total assets	$	277,432		$	287,023
Liabilities and Shareholders’ Equity
Current liabilities:
Accrued expenses		45,918			33,763
Dividend payable		217,844			---
Total current liabilities		263,762			33,763
Shareholders’ equity:
Preferred stock, $.01 par value; 1,000,000 shares authorized; None issued		----			----
Common stock, $.01 par value; 10,000,000 shares authorized; 4,840,984 issued and outstanding at August 31, 2009 and May 31, 2009		48,410			48,410
Additional paid-in capital		12,163,574			12,163,574
Accumulated deficit		(12,198,314	)		(11,958,724	)
Total shareholders’ equity		13,670			253,260
Total liabilities and shareholders’ equity	$	277,432		$	287,023

See accompanying notes.

3

ROBOCOM SYSTEMS INTERNATIONAL INC.

STATEMENTS OF OPERATIONS

(unaudited)

	Three months ended August 31,
	2009			2008
Selling, general and administrative expenses	$	(22,321	)	$	(30,044	)
Interest income		575			2,899
Net loss	$	(21,746	)	$	(27,145	)
Basic and diluted net loss per share:
Net loss per basic and diluted share	$	(0.00	)	$	(0.01	)
Weighted average shares outstanding:
Basic and diluted		4,840,984			4,840,984

See accompanying notes.

4

ROBOCOM SYSTEMS INTERNATIONAL INC.

STATEMENTS OF CASH FLOWS

(unaudited)

	Three months ended August 31,
	2009			2008
Operating activities
Net loss	$	(21,746	)	$	(27,145	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Other current assets		(9,500	)		(8,166	)
Accrued expenses		12,154			(10,639	)
Net cash used in operating activities		(19,092	)		(45,950	)
Decrease in cash and cash equivalents		(19,092	)		(45,950	)
Cash and cash equivalents at beginning of period		286,107			420,763
Cash and cash equivalents at end of period	$	267,015		$	374,813
Supplemental disclosures of non cash investing and financing activities:
Declaration of cash dividend payable	$	217,844			----

See accompanying notes.

5

ROBOCOM SYSTEMS INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS

(unaudited)

1. Background and Basis of Financial Statement Presentation

The accompanying unaudited financial statements of Robocom Systems International Inc. (“we,” “us,” “our,” or “our company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.  In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Robocom Systems International Inc. 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 (“Avantce”), 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 August 20, 2009, our Board of Directors approved the payment of a cash dividend in the aggregate amount of $217,844 or $.045 per share, to it shareholders of record as of September 2, 2009.  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 balance sheet at May 31, 2009 has been derived from the audited financial statements at that date but, as presented, does not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements.

Operating results for the three-month period ended August 31, 2009 are not necessarily indicative of the results that may be expected for the year ending May 31, 2010.  For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended May 31, 2009.

Related Party Transactions

We recorded consulting and director fees of $10,500 to Irwin Balaban, President and Chief Executive Officer of the Company for three months ended August 31, 2009 and 2008.  As of August 31, 2009, $6,000 remained unpaid.

6

ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

Overview

On October 11, 2005, we sold substantially all of our assets to Avantce RSI, LLC, a Delaware limited liability company, for $2,970,000 in cash, plus a $200,000 promissory note payable over two years.  On July 28, 2006, we paid a dividend to our shareholders totaling approximately $2,760,000, which represented approximately 87% of our total assets at that time. On August 20, 2009, our Board of Directors approved the payment of a cash dividend in the aggregate amount of $217,844 or $.045 per share, to it shareholders of record as of September 2, 2009.  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.

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.

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.

7

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;

● 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.

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

As of October 14, 2009, no further action had been taken regarding the Reincorporation.

8

Three Months ended August 31, 2009 compared to the three months ended August 31, 2008.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses consisted of fees for financial personnel, professional fees and insurances, as well as other miscellaneous administrative expenses.  Selling, general and administrative expenses decreased by $7,723to $22,321 in the three months ended August 31, 2009, as compared to $30,044 in the three months ended August 31, 2008.  This decrease was primarily due to decreased professional and consulting fees.

Interest Income, Net.  Interest income decreased by $2,324 to $575 in the three months ended August 31, 2009, as compared to $2,899 in the three months ended August 31, 2008.  This decrease was due to a decrease in cash and cash equivalents.

Income Taxes.  No provision for or benefit of income taxes was reflected in the 2009 or 2008 periods, as the benefits of operating loss carryforwards have been reserved.

LIQUIDITY AND CAPITAL RESOURCES

During the fiscal quarter ended August 31, 2009, we funded our operations from cash on hand derived from the sale of substantially all of our assets on October 11, 2005.  As of August 31, 2009, we had $267,015 in cash and cash equivalents.

Net cash used in operating activities was $19,092 for the three months ended August 31, 2009.  Net cash used in operating activities was $45,950 for the three months ended August 31, 2008.  During the three months ended August 31, 2009, we were not engaged in any revenue-generating operations.  Cash used in operations was lower in the 2009 period primarily as a result of decreased costs related to professional fees.

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.  As of October 14, 2009, we have approximately $30,000 in cash and cash equivalents.

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

ITEM 3.  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.

ITEM 4T.  CONTROLS AND PROCEDURES

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

(b) During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the internal controls over financial reporting.

9

PART II.    OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

We are not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

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 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.  OTHER INFORMATION

On August 20, 2009, our Board of Directors approved the payment of a cash dividend in the aggregate amount of $217,844.28, or $0.045 per share, to its shareholders of record as of September 2, 2009.  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.

On October 5, 2009, we dismissed Eisner & Lubin LLP as our independent auditors for the fiscal year ending May 31, 2010. We have engaged a successor independent auditor, Rosenberg Rich Baker Berman and Company.

ITEM 6.  EXHIBITS

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

10

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 October 14, 2009.

ROBOCOM SYSTEMS INTERNATIONAL INC.
By:	/s/Irwin Balaban
	Irwin Balaban
	Chief Executive Officer and
	Principal Financial and Accounting
	Officer

11

Exhibit Index

Exhibit No.	Description
31.1	Certification of our Chief Executive Officer and Principal Financial and 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 Financial and Accounting Officer, Irwin Balaban, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

12