PRER14C

As filed with the Securities and Exchange Commission on May __, 2008

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

Check the appropriate box:

x         Preliminary Information Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

o Definitive Information Statement

ROBOCOM SYSTEMS INTERNATIONAL INC.

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

x No fee required

o Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

(1)	Title of each class of securities to which transaction applies:
(2)	Aggregate number of securities to which transaction applies:
(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)	Proposed maximum aggregate value of transaction:
(5)	Total fee paid:

o Fee paid previously with preliminary materials:

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-1l(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1)         Amount Previously Paid: $

(2)         Form, Schedule or Registration Statement No.:

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(4)         Date Filed:

ROBOCOM SYSTEMS INTERNATIONAL INC.

17 Fairbanks Boulevard

Woodbury, New York 11797

NOTICE OF SHAREHOLDER ACTION BY WRITTEN CONSENT

Dear Shareholder:

The purpose of this letter is to inform you that the board of directors of Robocom Systems International Inc., a New York corporation (“we”, “us” or “our company”), 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, a 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 ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

The accompanying Information Statement, which describes the above corporate action in more detail, is being furnished to our shareholders for informational purposes only pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations prescribed thereunder. Pursuant to Rule 14c-2 under the Exchange Act, these corporate actions will not be effective until twenty (20) calendar days after the mailing of this Information Statement to our shareholders, at which time we may file with the New York Secretary of State and the Delaware Secretary of State one or more certificates of merger and incorporation to effectuate the actions described above. The Reincorporation and the change to our corporate name will be effective at such time after the expiration of the aforementioned twenty (20)-day period as our board of directors determines to be the appropriate effective time.

I encourage you to read the enclosed Information Statement, which is being provided to all of our shareholders. It describes the proposed corporate actions in detail.

Sincerely,

Irwin Balaban

Chief Executive Officer

May , 2008

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This Information Statement is datedMay __, 2008 and is first being mailed to shareholders of record of Robocom Systems International Inc. onMay __, 2008.

ROBOCOM SYSTEMS INTERNATIONAL INC.

17 Fairbanks Boulevard

Woodbury, New York 11797

________________________

INFORMATION STATEMENT

PURSUANT TO SECTION 14(C)

OF THE SECURITIES EXCHANGE ACT OF 1934

AND RULE 14C-2 THEREUNDER

________________________

NO VOTE OR OTHER ACTION OF SHAREHOLDERS IS REQUIRED

IN CONNECTION WITH THIS INFORMATION STATEMENT.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED

NOT TO SEND US A PROXY

We are distributing this Information Statement to shareholders of Robocom Systems International Inc. (sometimes hereinafter referred to as “we”, “us”, “our company” or “Robocom”) in full satisfaction of any notice requirements we may have under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and the New York Business Corporation Law (sometimes referred to herein as the “NYBCL”). No additional action will be undertaken by us with respect to the receipt of written consents, and no dissenters’ rights under the NYBCL are afforded to our shareholders as a result of the corporate action described in this Information Statement. The record date for determining the shareholders entitled to receive this Information Statement has been established as of the close of business on May 27, 2008 (the “Record Date”).

OUTSTANDING VOTING SECURITIES

As of the Record Date, we had issued and outstanding 4,840,984 shares of common stock, par value $0.01 per share (the “Common Stock”), such shares constituting all of our company’s issued and outstanding capital stock. No shares of our preferred stock, par value $0.01 per share (the “Preferred Stock”), were issued and outstanding at such date.

The NYBCL and our articles of incorporation permit the holders of a majority of the shares of the our outstanding Common Stock to approve and authorize actions by written consent of a majority of the shares outstanding as if the action were undertaken at a duly constituted meeting of the shareholders of our company. On May 27, 2008, our board of directors and the holders of an aggregate of 2,759,100shares of Common Stock (the “Consenting Shareholders”), representing approximately 57.0% of the total shares of Common Stock entitled to vote on the matters set forth herein, consented in writing without a meeting to the matters described herein.

CORPORATE ACTIONS

The corporate actions described in this Information Statement will not afford shareholders the opportunity to dissent from the actions described herein or to receive an agreed or judicially appraised value for their shares.

The purpose of this letter is to inform you that the board of directors of Robocom Systems International Inc., a New York corporation (“we”, “us” or “our company”), 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, a 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 will pay the expenses of furnishing this Information Statement to our shareholders, including the cost of preparing, assembling and mailing this Information Statement.

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REINCORPORATION IN DELAWARE

Background

We were organized to develop, market and support advanced warehouse management software solutions. On October 11, 2005, we sold substantially all of our assets to Avantce RSI, LLC, a Delaware limited liability company. Since October 11, 2005, we have not engaged in any significant operations and our business has been dormant. As such, we are presently defined as a “shell” corporation within the meaning of Rule 12b-2 of the Exchange Act, and our 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. At this time, we are continuing to evaluate prospective candidates for such a business transaction or merger, however, we have no agreements with any specific candidates. Our board of directors desires to execute the Reincorporation described herein in order to make our “shell” more attractive to an operating business that is seeking to complete a business combination or merger with a “shell” corporation, and to facilitate any such transaction if and when a specific candidate is identified.

On May 27, 2008, our board of directors and the Consenting Shareholders consented in writing without a meeting to the Reincorporation, pursuant to which, among other things, every share of our Common Stock will be exchanged for a fractional share of Robocom-Delaware common stock that is not more than 0.5 (1/2) of a share or less than 0.05 (1/20) of a share, par value, $0.001 (“Robocom-Delaware Common Stock”).

Questions and Answers

The following questions and answers are intended to respond to frequently asked questions concerning the Reincorporation in Delaware. These questions do not, and are not intended to, address all the questions that may be important to you. You should carefully read the entire Information Statement, as well as its exhibits.

Q: Why does Robocom want to change its state of incorporation from New York to Delaware?

A: Our board of directors desires to execute the Reincorporation described herein in order to make our “shell” more attractive to an operating business that is seeking to complete a business combination or merger with a “shell” corporation, and to facilitate any such transaction if and when a specific candidate is identified. Delaware has adopted a General Corporation Law that is generally recognized as one of the most comprehensive and progressive state corporate statutes. Therefore, we believe that the Reincorporation in Delaware will give us more flexibility and simplicity in attracting an operating business seeking a business combination. Also, the Delaware courts have provided extensive case law with respect to corporate matters, which will provide our company greater predictability and reduce certain uncertainties and risks in conducting our business.

Q: Why is Robocom not holding a meeting to approve the Reincorporation?

A: Our board of directors has already approved the Reincorporation plan, having received approval from the holders of more than 57% of the issued and outstanding shares of Common Stock. Under the NYBCL, our articles of incorporation and pertinent securities law standards, this transaction may be

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approved by written consent of a majority of the shares entitled to vote. Since we have already received written consents representing the necessary number of shares, a meeting is not necessary and represents a substantial and avoidable expense.

Q: What are the principal features of the Reincorporation?

A: The Reincorporation will be accomplished by a merger of our company, with and into Robocom-Delaware, a wholly-owned, newly formed subsidiary. A new fractional share of common stock, par value $0.001 per share of Robocom-Delaware will be issued for each share of our Common Stock that is held by our shareholders at the effective time of the Reincorporation. The amount of the fractional share, which will not be more than 0.5 (1/2) of a share (which would result in a one-for 0.5 conversion) nor less than 0.05 (1/20) of a share (which would result in a one-for 0.05 conversion) will be determined by our board of directors, in its sole discretion, prior to the Reincorporation after negotiations with a prospective merger or acquisition partner. If, however, our board of directors is unable to identify a suitable operating business to be our merger or acquisition partner, it is likely we will not proceed with the Reincorporation.

Following the Reincorporation, the shares of our company will cease to trade on the OTC Bulletin Board and shares of Robocom-Delaware issued to you in lieu thereof will begin trading in their place, under the same trading symbol “RIMS.OB.”

Q: How does the Reincorporation affect my ownership of Robocom?

A: After the Reincorporation becomes effective, you will own the same percentage of shares, subject to certain minor adjustments due to the rounding of fractional shares of Robocom-Delaware up to the next whole share, and the same class of shares, that you held immediately prior to the Reincorporation.

Q: How does the Reincorporation affect the owners, officers, directors and employees of Robocom?

A: Our officers, directors and employees will become the officers, directors and employees of Robocom-Delaware after the Reincorporation.

Q: How does the Reincorporation affect the business of Robocom?

A: Like our company now, immediately following the Reincorporation Robocom-Delaware will continue at the same location and with the same assets as a public “shell” company with the goal of consummating a merger with, or an acquisition of, a private operating business. Robocom will cease to exist at the effective time of the Reincorporation. However, it is unlikely that we will effect the Reincorporation unless we are doing so in connection with a merger of our company with, or our acquisition of, an operating business pursuant to a transaction approved by our board of directors.

Q: How do I exchange certificates of Robocom for certificates of Robocom-Delaware?

A: After the Reincorporation, our transfer agent will send you documents necessary to exchange your stock certificates.

Q: What happens if I do not surrender my certificates of Robocom?

A: YOU ARE NOT REQUIRED TO SURRENDER CERTIFICATES REPRESENTING SHARES OF ROBOCOM TO RECEIVE SHARES OF ROBOCOM-DELAWARE. All shares of our company outstanding after the effective date of the Reincorporation continue to be valid. Until you receive

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exchange shares of our company, you are entitled to receive notice of or vote at shareholder meetings or receive dividends or other distributions on the shares of our company.

Q: What if I have lost my Robocom stock certificates?

A: If you have lost your Robocom certificates, you should contact our transfer agent as soon as possible to have a new certificate issued. You may be required to post a bond or other security to reimburse us for any damages or costs if the certificate is later delivered for conversion. Our transfer agent may be reached at:

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Telephone: (212) 509-4000

Facsimile: (212) 509-5150

Q: Can I require Robocom to purchase my stock?

A: No. Under the NYBCL, you are not entitled to appraisal and purchase of your stock as a result of the reincorporation.

Q: Who paid the costs of Reincorporation?

A: Our company will pay all of the costs of Reincorporation in Delaware, including the costs of printing and distributing this Information Statement and related legal and accounting services. We may also pay brokerage firms and other custodians for their reasonable expenses for forwarding information materials to the beneficial owners of our common stock. We do not anticipate contracting for other services in connection with the Reincorporation.

Q: Will I have to pay taxes on the new certificates?

A: We believe that the Reincorporation is not a taxable event and that you will be entitled to the same tax basis in the shares of Robocom-Delaware that you had in our Common Stock. OF COURSE, EVERYONE’S TAX SITUATION IS DIFFERENT AND YOU SHOULD CONSULT WITH YOUR PERSONAL TAX ADVISOR REGARDING THE TAX EFFECT OF THE REINCORPORATION.

The following discussion summarizes certain aspects of the Reincorporation of our company into Delaware. This summary does not include all of the provisions of the Plan and Agreement of Merger between our company and Robocom-Delaware, the form of which is attached hereto as Exhibit A (the “Merger Agreement”), the certificate of incorporation of Robocom-Delaware (the “Robocom-Delaware Certificate”), the form of which is attached hereto as Exhibit B , or the by-laws of Robocom-Delaware (the “Robocom-Delaware By-laws”), the form of which is attached hereto as Exhibit C. Copies of the articles of incorporation, as amended, and the by-laws of Robocom (the “Robocom Certificate” and the “Robocom By-laws,” respectively) are available for inspection at the principal office of our company and copies will be sent to shareholders upon request. THE DISCUSSION CONTAINED IN THIS INFORMATION STATEMENT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MERGER AGREEMENT, THE ROBOCOM-DELAWARE CERTIFICATE, THE ROBOCOM-DELAWARE BY-LAWS, AND THE APPLICABLE PROVISIONS OF NEW YORK CORPORATE LAW AND DELAWARE CORPORATE LAW.

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Principal Reasons for the Reincorporation in Delaware

We believe that the Reincorporation will give us a greater measure of flexibility and simplicity in corporate governance than is available under New York law and it will make our company more attractive to an operating business that is seeking to complete a business combination or merger with a “shell” corporation. The Delaware General Corporation Law (the “DGCL”) is generally recognized as one of the most comprehensive and progressive state corporate statutes. Accordingly, to the extent the DGCL addresses matters of corporate concern more thoroughly than the corporate statutes of other states and is more reflective of current trends and developments in the business community, by reincorporating our company in Delaware, our company (through its successor, Robocom-Delaware) will be better suited to take advantage of business opportunities as they arise and to provide for its ever-changing business needs. In addition, there exists in Delaware a substantial body of case law with respect to corporate matters, including the governance of the internal affairs of a corporation and its relationships and contacts with others. This has brought about greater predictability under Delaware law and has therefore reduced the uncertainties and risks commonly associated with resolving disputes of a corporate nature and structuring the internal affairs of a corporation and its relationships and contacts with others. As a result, many major corporations have initially incorporated in Delaware or have changed their corporate domiciles to Delaware in a manner similar to that which we are proposing. For these reasons, we believe that the Reincorporation will make our company more attractive to an operating business that is seeking to complete a business combination or merger with a “shell” corporation. For a discussion of some differences in shareholders’ rights and powers of management under Delaware law and New York law, see “Significant Differences Between New York Law and Delaware Law.”

Principal Features of the Reincorporation

The Reincorporation will be effected by the merger of Robocom with and into Robocom-Delaware pursuant to a merger agreement by and between Robocom and Robocom-Delaware (“Merger Agreement”), resulting in a change in our state of incorporation from New York to Delaware and a change in our corporate name from “Robocom Systems International Inc.” to a name to be determined by our board of directors, in its sole discretion, prior to the Reincorporation. Robocom-Delaware will be a wholly-owned subsidiary of Robocom, incorporated under the DGCL for the sole purpose of effecting the Reincorporation. The Reincorporation will become effective at 12:01 a.m., Eastern Standard time, on or about such date as the board of directors, in its sole discretion, determines to file the required merger documents in Delaware and New York and such documents are accepted (the “Effective Time”). Following the merger, Robocom-Delaware will be the surviving corporation.

At the Effective Time,

• every outstanding share of our Common Stock will be converted into a fractional share of Robocom-Delaware Common Stock, 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, with a per share par value of $0.001;

• each share of our Common Stock will be cancelled and retired;

• Robocom will cease to exist;

• Our corporate name will change to the name determined by our board of directors at such time, and set forth in the Merger Agreement and certificates of merger filed with the states of New York and Delaware; and

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• Robocom-Delaware will: (i) accede to all of the rights, privileges, immunities and powers of Robocom; (ii) acquire and possess all of the property of Robocom whether real, personal or mixed; and (iii) assume all of the debts, liabilities, obligations and duties of Robocom.  

After the Effective Time, Robocom-Delaware will be governed by the Robocom-Delaware Certificate, the Robocom-Delaware By-laws and the DGCL, which include a number of provisions that are not present in the Robocom Certificate, the Robocom By-laws or the NYBCL. Accordingly, as described below, a number of significant changes in shareholders’ rights will be effected in connection with the Reincorporation, some of which may be viewed as limiting the rights of shareholders. See “Significant Differences Between New York Law And Delaware Law.”

No federal or state regulatory requirements must be complied with and no approvals must be obtained in order to consummate the Reincorporation.

The Reincorporation will not materially change the proportionate equity interests of our shareholders, nor will the respective voting rights and other rights of shareholders be altered. The common stock issued pursuant to the Reincorporation will remain fully paid and non-assessable. We will continue to be subject to the periodic reporting requirements of the Exchange Act.

Effective Date of Merger

The effectiveness of the Reincorporation is conditioned upon the filing of a Certificate of Merger with the State of New York and a Certificate of Merger with the State of Delaware. We anticipate filing documents in the respective states at such time as our board of directors, in its discretion, deems appropriate at least twenty (20) days after the date of mailing of this Information Statement, at which time the Reincorporation will become effective. However, it is unlikely that we will effect the Reincorporation unless we are doing so in connection with a merger of our company with, or our acquisition of, an operating business pursuant to a transaction approved by our board of directors. As a result of the Reincorporation, we will cease our corporate existence in the State of New York.

Pursuant to the terms of the Merger Agreement, the merger may be abandoned by the board of directors of Robocom and Robocom-Delaware at any time prior to the Effective Time. In addition, the board of directors of Robocom may amend the form of Merger Agreement at any time prior to the Effective Time, but no amendment may, without approval by a majority of the outstanding shares of our Common Stock, voting together as a single class, change the proposed range or type of consideration to be received in exchange for our Common Stock, change any term of the form of Robocom-Delaware Certificate, or change any of the terms and conditions of the form of Merger Agreement if such change would adversely affect the holders of our Common Stock.

No Change in Business, Management or Board Members

After the Effective Time, the business operations of Robocom-Delaware will continue as they are presently conducted by Robocom. The members of the board of directors of Robocom-Delaware will be the same persons presently serving on the board of directors of Robocom. The individuals who will serve as executive officers of Robocom-Delaware will be the same persons who currently serve as executive officers of Robocom. Our daily business operations will continue at our principal executive offices at 17 Fairbanks Boulevard, Woodbury, New York 11797.

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Name Change

Our board of directors and the Consenting Shareholders have approved 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. We anticipate that our new corporate name will be determined by our board after consultation with the management of the operating business with which we expect to merge or that we expect to acquire. The voting and other rights that accompany our Common Stock or the Robocom-Delaware Common Stock, as the case may be, will not be affected by the change in our corporate name. Shareholders will not be required to have new stock certificates reflecting the name change. New stock certificates will be issued in due course as old certificates are tendered to our transfer agent. The proposed name change will not have any material affect on our business, operations, reporting requirements or stock price.


Change in Authorized Capital

The authorized capital of Robocom on the Record Date consisted of 125,000,000 shares of Common Stock, par value $0.01 per share, and 1,000,000 shares of Preferred Stock, par value $0.01 per share. As of the Record Date, approximately 4,840,984 shares of our Common Stock were outstanding and no shares of Preferred Stock were outstanding. The authorized capital of Robocom-Delaware, which will be the authorized capital of our company after the Reincorporation, consists of 100,000,000 shares of common stock, par value $0.001 per share, and 25,000,000 shares of preferred stock, par value $0.001 per share (“Robocom-Delaware Preferred Stock”).

After the Effective Time, Robocom-Delaware will have between 2,420,492 and 242,049 shares of common stock issued and outstanding. Therefore, at the Effective Time, our company will have between 97,579,508 and 99,757,951 shares of Robocom-Delaware Common Stock and 25,000,000 shares of Robocom-Delaware Preferred Stock available for issuance. We anticipate that some or all of the shares will be issued in connection with our acquisition of, or merger with, an operating business. However, until we reach a definitive agreement with an acquisition or merger partner, the exact number of shares that will be issued in such transaction cannot be determined. The Reincorporation will not affect total stockholder equity or total capitalization of our company. In addition, the board of directors and the Consenting Shareholders have approved a reduction in the par value of our company’s Common Stock and Preferred Stock from $0.01 to $0.001.

After the Reincorporation, the board of directors of Robocom-Delaware will be authorized, without further action by the stockholders, to fix the designations, powers, preferences and other rights and the qualifications, limitations or restrictions of the unissued Robocom-Delaware Preferred Stock.

The Reincorporation will result in an increase in the relative proportion of authorized shares to issued shares of our Common Stock and an increase in the authorized shares of our Preferred Stock. While we expect to issue a significant number of shares of Robocom-Delaware Common Stock, and potentially, shares of Robocom-Delaware Preferred Stock, in connection with a transaction with a merger or acquisition partner, we do not currently have a definitive agreement in place with any potential partner for the issuance of the shares that result from the proportional increase in authorized shares of our Common Stock or additional authorized shares of our Preferred Stock.

Effect of a Reduction in Par Value Per Share

Par value is a concept that was historically used to protect shareholders and creditors by ensuring that a company received at least the par value as consideration for the issuance of its shares. Under modern corporate law, the importance of par value has decreased. The corporate law of Delaware under which we will be reincorporated does not require a company to state a par value. Our board of directors

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believes that shares with a reduced par value will provide us greater flexibility in utilizing our shares of Common Stock and Preferred Stock for various corporate purposes. The change in par value will not change the number of authorized shares of our Common Stock or Preferred Stock and will not otherwise affect the rights of the holders of such shares. We will not require the exchange of certificates for currently outstanding shares of our Common Stock to reflect the change in par value of such shares.

Anti-Takeover Effects

The increase in the number of authorized shares of Preferred Stock and the proportional increase in the authorized shares of our Common Stock that will result from the Reincorporation could have an anti-takeover effect, although this is not the intent of our board of directors in taking these corporate actions.  The issuance of Preferred Stock and/or additional shares of Common Stock could adversely affect the voting power and other rights of the holders of our Common Stock. In addition, shares of Preferred Stock and/or Common Stock could be issued quickly with terms calculated to discourage, make more difficult, delay or prevent a change in control of our company or make the removal of our management more difficult. For example, we could issue additional shares to dilute the stock ownership or voting rights of persons seeking to obtain control of our company. Similarly, the issuance of additional shares to certain persons allied with our management and/or our directors could have the effect of making it more difficult to remove our current management and directors by diluting the stock ownership or voting rights of persons seeking to cause such removal. As stated above, the Reincorporation was not approved with the intent that it be utilized as a type of anti-takeover device.  

Exchange of Stock Certificates

After the Effective Time, and upon surrender for cancellation of a stock certificate representing our Common Stock (a “Robocom Stock Certificate”), the holder of such stock certificate will be entitled to receive a stock certificate for Robocom-Delaware Common Stock (a “Robocom-Delaware Stock Certificate”). The Robocom-Delaware Stock Certificate will represent that number of shares of Robocom-Delaware Common Stock into which our Common Stock, represented by the surrendered Robocom Stock Certificate have been converted in the merger, and the surrendered Robocom Stock Certificate, will be cancelled.

Although we encourage you to exchange your Robocom Stock Certificates for Robocom-Delaware Stock Certificates, holders of our Common Stock are not required to do so. Dividends and other distributions declared after the Effective Time with respect to Robocom-Delaware Common Stock, and payable to holders of record thereof after the Effective Time, will be paid to the holder of any unsurrendered Robocom Stock Certificate with respect to the shares of Robocom-Delaware Common Stock which by virtue of the merger are represented by such Robocom Stock Certificate. Such holder of an unsurrendered Robocom Stock Certificate will also be entitled to exercise all voting and other rights as a holder of Robocom-Delaware Common Stock. Upon consummation of the merger, the Robocom-Delaware Common Stock will trade on the OTC Bulletin Board under the symbol “RIMS.OB” until such time as such symbol is changed in connection with our merger with, or our acquisition of, a private operating company. Robocom-Delaware will also file with the Securities and Exchange Commission and provide to its shareholders the same types of reports and information that our company previously filed and provided.

Fractional Shares

No fractional certificates will be issued in connection with the Reincorporation. Shareholders who otherwise would be entitled to receive fractional shares because they hold a number of shares of our Common Stock not evenly divisible by the conversion ratio, will be entitled, upon surrender to the

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transfer agent of certificates representing such shares, to receive one whole share of Robocom-Delaware Common Stock in lieu of a fractional share.

Dissenters’ Appraisal Rights

Under New York law shareholders are not entitled to dissenters’ appraisal rights in a merger between a parent corporation and its subsidiary when the parent owns at least 90% of the subsidiary. Since the Reincorporation involves a merger between a parent and its wholly owned subsidiary, dissenting shareholders are not entitled to appraisal rights with respect to the proposed Reincorporation.

Federal Income Tax Consequences of the Reincorporation

The following is a summary of certain material federal income tax consequences of the Reincorporation, and does not purport to be complete. It does not discuss any state, local, foreign or minimum income or other U.S. federal tax consequences. Also, it does not address the tax consequences to holders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, nonresident alien individuals, broker-dealers and tax-exempt entities. The discussion is based on the provisions of the United States federal income tax law as of the date hereof, which is subject to change retroactively as well as prospectively. This summary also assumes that the shares of Common Stock were, and the shares of the Robocom-Delaware Common Stock will be, held as a “capital asset,” as defined in the Internal Revenue Code of 1986, as amended (the “Code”), generally, property held for investment. The tax treatment of a shareholder may vary depending upon the particular facts and circumstances of such shareholder.

No gain or loss should be recognized by a shareholder upon such shareholder’s exchange of Common Stock for Robocom-Delaware Common Stock pursuant to the Reincorporation. The aggregate tax basis of the Robocom-Delaware Common Stock received in the Reincorporation, including any fraction of a Delaware Share deemed to have been received, will be the same as the shareholder’s aggregate tax basis in our Common Stock exchanged therefor. A shareholder’s holding period for the Robocom-Delaware Common Stock will include the period during which the shareholder held our Common Stock surrendered in the Reincorporation. EACH SHAREHOLDER IS URGED TO CONSULT WITH SUCH SHAREHOLDER’S OWN TAX ADVISOR WITH RESPECT TO THE CONSEQUENCES OF THE REINCORPORATION.

Significant Differences Between New York Law and Delaware Law

Our company is governed by New York law. After the Effective Time of the Reincorporation, the shareholders of Robocom-Delaware will be governed by Delaware law, the Robocom-Delaware Certificate and the Robocom-Delaware By-laws. The change in application of the law governing Robocom-Delaware will result in certain changes to our company's rights, governance and structure and changes in the rights and obligations of our company's shareholders. The following discussion summarizes some of the most significant differences that will result after the Effective Time of the Reincorporation as a result of the application of Delaware law versus New York law. The discussion does not purport to be a complete discussion of all differences between such laws or the changes that may occur as a result of the Reincorporation to the rights of our company's shareholders or the rights and obligations of our company.

Removal of Directors

Delaware law provides for the removal of directors with or without cause on the affirmative vote by holders representing a majority of the shares of voting stock entitled to vote in an election of directors.

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New York law provides for the removal of directors only for cause on the affirmative vote by holders representing a majority of the shares of voting stock entitled to vote. A New York corporation's articles of incorporation or by-laws may grant the board of directors the power to remove a director for cause, unless the director was elected by (i) cumulative voting, (ii) the holders of the shares of any class or series or (iii) the holders of bonds voting as a class.

Dividends

Delaware law generally provides that the directors of a Delaware corporation, subject to any restrictions contained in its certificate of incorporation, may declare and pay dividends out of surplus or, when no surplus exists, out of net profits for the fiscal year in which the dividend is declared or the preceding fiscal year. Dividends may not be paid out of net profits if the capital of the corporation is less than the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets.

New York law generally provides that a New York corporation, subject to any restrictions contained in its certificate of incorporation, may declare and pay dividends on its outstanding shares, except when the corporation is insolvent or would thereby be made insolvent. Dividends may be declared or paid out of surplus only, so that net assets of the corporation after such declaration or payment shall at least equal the amount of its stated capital.

Shareholder Lists and Inspection Rights

Under Delaware law, a shareholder may inspect the Delaware corporation's stock ledger, list of shareholders and other books and records for any proper purpose reasonably related to such person's interest as a shareholder. A list of shareholders is to be open to the examination of any shareholder, for any purpose germane to a meeting of shareholders, during ordinary business hours, for a period of at least 10 days prior to such meeting. The list is also to be produced and kept at the place of the meeting during the entire meeting, and may be inspected by any shareholder who is present.

New York law provides that a shareholder of record has a right to inspect a New York corporation’s shareholder minutes and record of shareholders, during usual business hours, on at least five days' written demand. The examination of the shareholder minutes and record of shareholders must be for a purpose reasonably related to the person's interest as a shareholder.

Authorization of Certain Actions

Delaware law requires the approval of the board of directors and at least a majority of the corporation’s outstanding shares entitled to vote to authorize a merger or consolidation, except in certain cases where the corporation is the surviving corporation and its securities being issued in the transaction do not exceed 20% of the shares of common stock of the corporation outstanding immediately prior to the effective date of the transaction. A sale of all or substantially all of a Delaware corporation's assets or a voluntary dissolution of a Delaware corporation requires the affirmative vote of the board of directors and at least a majority of such corporation's outstanding shares entitled to vote.

Until February 1998, New York law required the holders of at least two-thirds of the outstanding stock of a New York corporation at a meeting of the stockholders to approve certain mergers, consolidations or sales of all or substantially all the corporation’s assets that may occur outside the ordinary course of business. Since February 1998, a New York corporation then in existence, which would include our company, may provide in its certificate of incorporation that the holders of a majority of the outstanding shares of stock may approve such transactions.

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In 2006, we amended our certificate of incorporation to prescribe that the affirmative vote of holders of a majority of the outstanding shares entitled to vote is sufficient to adopt or approve a plan of merger or consolidation, a sale, lease, exchange or other disposition of all or substantially all of our assets or a plan for a binding share exchange.

Indemnification and Limitation of Liability of Directors and Officers

Delaware law permits a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than one by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, if such director or officer acted, in good faith, for a purpose which such person reasonably believed to be in, or not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that such conduct was unlawful. Delaware law permits a corporation to include in its certificate of incorporation a provision eliminating or limiting a director's liability to a corporation or its shareholders for monetary damages for breaches of fiduciary duty. Delaware law provides, however, that liability for breaches of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct, or knowing violation of the law, and the unlawful purchase or redemption of stock or payment of unlawful dividends or the receipt of improper personal benefits cannot be eliminated or limited in this manner.

With certain limitations, New York law permits a New York corporation to indemnify its directors and officers made, or threatened to be made, a party to an action or proceeding by reason of the fact that such person was a director or officer of such corporation unless a judgment or other final adjudication adverse to the director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberative dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact financial profit or other advantage to which he or she was not legally entitled. New York law permits corporations to eliminate, or limit, the personal liability of directors to the corporation or its shareholders for damages for any breach of duty in such capacity except liability of a director (i) whose acts or omissions were in bad faith, involved intentional misconduct or a knowing violation of law, (ii) who personally gained a financial profit or other advantage to which he or she was not legally entitled or (ii) whose acts violated certain other provisions of New York law.

Business Combinations

In general, Delaware law prohibits an interested shareholder (generally defined as a person who owns 15% or more of a corporation’s outstanding voting stock) from engaging in a business combination with that corporation for three years following the date he or she became an interested shareholder. The three-year moratorium is not applicable when: (i) prior to the date the shareholder became an interested shareholder, the board of directors of the corporation approved the business combination or the transaction that resulted in the shareholder becoming an interested shareholder, (ii) upon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, he or she owned at least 85% of the outstanding voting stock of the corporation (excluding shares owned by directors who are also officers of the corporation and by certain employee stock plans), or (iii) at or subsequent to such time, the business combination is approved by the board of directors of the corporation and by the shareholder affirmative vote at a meeting of shareholders of at least two-thirds of the outstanding voting stock entitled to vote thereon, excluding shares owned by the interested shareholder. These restrictions of Delaware law generally do not apply to business combinations with an interested shareholder that are

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proposed subsequent to the public announcement of, and prior to the consummation or abandonment of, certain mergers, sales of 50% or more of a corporation's assets or tender offers for 50% or more of a corporation's voting stock.

New York law prohibits certain business combinations between a New York corporation and an interested shareholder for five years after the date that the interested shareholder becomes an interested shareholder unless, prior to that date, the board of directors of the corporation approved the business combination or the transaction that resulted in the interested shareholder becoming an interested shareholder. After five years, such business combination is permitted only if (1) it is approved by a majority of the shares not owned by the interested shareholder or (2) certain statutory fair price requirements are met. An “interested shareholder” is any person who beneficially owns, directly or indirectly, 20% or more of the outstanding voting shares of the corporation.

Shareholder Meetings and Action By Written Consent

Unless the certificate of incorporation provides otherwise, Delaware law generally permits shareholders to take action by written consent with the same percentage of voting power (generally, a majority) that would be required for action at a shareholders' meeting, assuming the presence of all shareholders entitled to vote.

New York law requires unanimous written consent of shareholders to act by written consent in lieu of a meeting, or if the certificate of incorporation permits, written consent of the holders of the outstanding shares having the minimum number of votes to authorize or take such action at a meeting at which all shares entitled to vote were present and voted. Our certificate of incorporation was amended in 2006 to allow action by the written consent of the holders having the minimum number of votes to authorize or take such action at a meeting.

Issuance of Equity to Directors, Officers and Employees

New York law requires that the issuance of options or rights to purchase stock to directors, officers or employees of a corporation, as an incentive to service or continued service with the corporation, must be authorized as required by the policies of the stock exchange or automated quotation system on which the corporation's shares are listed or authorized for trading; or if the corporation's shares are not so listed or authorized, by a majority of the votes validly cast at a shareholders meeting or by and consistent with a plan adopted with the vote of a majority of shareholders.

Delaware law does not require shareholder approval of such transactions.

Consideration Received For Equity

Under Delaware law, a corporation can receive cash, services, personal or real property, leases of real property or any combination of these as payment in full or in part for the issuance of shares. A purchaser of shares under Delaware law may pay an amount equal to or greater than the par value of those shares if the corporation receives a binding obligation of the purchaser to pay the balance of the purchase price.

Under New York law, consideration for the issuance of shares may consist of money or other property, labor or services actually received, a binding obligation to pay the purchase price in cash or other property, a binding obligation to perform services, or any combination of the above. Stock certificates may not be issued until the amount of consideration determined to be stated capital has been paid in the form of cash, personal or real property, services actually rendered or any combination of these,

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plus consideration for any balance, which may include, in addition, binding obligations described in the preceding sentence.

Appraisal Rights

Generally, “appraisal rights” entitle dissenting shareholders to receive the fair value of their shares in a merger or consolidation of a corporation or in a sale of all or substantially all its assets.

Under Delaware law, appraisal rights are not available to a shareholder if, among other things: (i) the corporation's shares are listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the Financial Industry Regulatory Authority (“FINRA”); (ii) held of record by more than 2,000 shareholders; or (iii) the corporation will be the surviving corporation in a merger that does not require the approval of such corporation's shareholders. However, regardless of the foregoing, a dissenting shareholder in a merger or consolidation has appraisal rights under Delaware law if the transaction requires the exchange of shares for anything of value other than one or more of the following:

• shares of stock of the surviving corporation or of a new corporation that results from the merger or consolidation;

• shares of another corporation that will be listed on a national securities exchange, designated as a national market system security on an interdealer quotation system by FINRA, or held of record by more than 2,000 shareholders after the merger or consolidation occurs; or

• cash instead of fractional shares of the surviving corporation or another corporation.

New York law extends appraisal rights to an exchange of a corporation's shares as well. New York law provides that dissenting shareholders have no appraisal rights if their shares are listed on the New York Stock Exchange or another national securities exchange or designated as a market system security on an interdealer quotation system by FINRA. Where shares are not listed on an exchange, appraisal rights under New York law allow a voting and dissenting shareholder of a New York corporation, with various exceptions, to receive fair value for its shares in such transactions. One exception is a merger between a parent corporation and its subsidiary when the parent owns at least 90% of the subsidiary. In this case, a shareholder of the parent corporation has no appraisal rights. On the other hand, appraisal rights are available to shareholders who are not allowed to vote on a merger or consolidation and whose shares will be cancelled or exchanged for something of value other than shares of the surviving corporation or another corporation. When appraisal rights are available, the shareholder may have to request the appraisal and follow other required procedures.

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SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 30, 2008, 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 Robocom, (iii) each named executive officer and (iv) all executive officers and directors of Robocom 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 BeneficiallyOwned (2)
5% Beneficial Owners
Steven N. Bronson	433,557	8.96%
Directors and Executive Officers
Irwin Balaban	1,106,100(3)	22.52%
Robert Friedman	160,000(4)	3.26%
Herbert Goldman	999,000(5)	20.36%
Lawrence B. Klein	754,000(6)	15.38%
All executive officers and directors as a group (four persons)	3,019,100(7)	62.37%

(1) The address of each director is c/o Robocom Systems International Inc., 17 Fairbanks Boulevard, Woodbury, NY 11797. The address of Mr. Bronson is 100 Mill Plain Road, Danbury, CT 06811.

(2) Except as indicated in the footnotes to this table, we believe that all persons named in the table have sole voting and investment power with respect to all common stock shown as beneficially owned by them. In accordance with the rules of the SEC, a person or entity is deemed to be the beneficial owner of common stock that can be acquired by such person or entity within 60 days upon the exercise of options or warrants or other rights to acquire common stock. Each beneficial owner's percentage ownership is determined by assuming that options and warrants that are held by such person (but not those held by any other person) and which are exercisable within 60 days have been exercised. The inclusion herein of such shares listed as beneficially owned does not constitute an admission of beneficial ownership.

(3) Includes 564,000 shares held by I&T Balaban L.P. and 70,000 shares subject to options that are presently exercisable.

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

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

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

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

Changes In Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.

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INTERESTS OF CERTAIN PERSONS IN OR OPPOSITION TO

MATTERS TO BE ACTED UPON

No director, executive officer, associate of any director or executive officer or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, in the proposals to effect the Reincorporation described above, that is not shared by all other holders of our Common Stock. See “Security Ownership of Certain Beneficial Owners and Management.” No director of our company opposed the Reincorporation.

OTHER MATTERS

The security holdings of our directors and executive officers are listed above in the section entitled “Security Ownership of Certain Beneficial Owners and Management.” Our board of directors knows of no other matters other than those described in this Information Statement that have been approved or considered by the holders of a majority of the shares of our voting stock.

FORWARD-LOOKING STATEMENTS

This Information Statement may contain certain “forward-looking” statements as such term is defined by the Securities and Exchange Commission (“SEC”) in its rules, regulations and releases, which represent our expectations or beliefs, including but not limited to, statements concerning our operations, economic performance, financial condition, growth and acquisition strategies, investments, and future operational plans. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” “might,” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements, by their nature, involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors, including uncertainty related to acquisitions, governmental regulation, managing and maintaining growth, volatility of stock prices and any other factors discussed in this and other of our filings with the SEC.

INCORPORATION OF FINANCIAL INFORMATION

Our Annual Report on Form 10-KSB for the fiscal year ended May 31, 2007, as filed with the SEC (“Annual Report”), is incorporated in its entirety by reference into this Information Statement.  We will provide, without charge, to each shareholder as of the record date, upon the written or oral request of the shareholder and by first class mail or other equally prompt means within one business day of our receipt of such request, additional copies of the Annual Report that we have incorporated by reference into this Information Statement, as well as all amendments thereto, including the financial statements and schedules, as filed with the SEC.  Shareholders should direct the written request to Robocom Systems International Inc., 17 Fairbanks Boulevard, Woodbury, New York 11797 Attn: Irwin Balaban

As the requisite shareholder vote for each of the actions described in this Information Statement was obtained upon the delivery of written consent from the holder of a majority of our outstanding shares of common stock, WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT

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TO SEND US A PROXY.  This Information Statement is for informational purposes only.  Please read this Information Statement carefully.

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

One Information Statement will be delivered to multiple shareholders sharing an address unless we receive contrary instructions from one or more of the shareholders sharing such address. Upon receipt of such notice, we will undertake to promptly deliver a separate copy of the Information Statement to the shareholder at the shared address to which a single copy of the Information Statement was delivered and provide instructions as to how the shareholder can notify us that the shareholder wishes to receive a separate copy of this Information Statement or other communications to the shareholder in the future. In the event a shareholder desires to provide us with such notice, it may be given verbally by telephoning our offices at (516) 692-8394 or by mail to our address at 17 Fairbanks Boulevard, Woodbury, New York 11797, Attn: Irwin Balaban.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information and reporting requirements of the Exchange Act and in accordance with the Exchange Act, we file periodic reports, documents and other information with the SEC relating to our business, financial statements and other matters. You may read and copy any of these reports, statements or other information that we file at the SEC’s public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from commercial document retrieval services and at the website maintained by the SEC at “http://www.sec.gov.”

This Information Statement is an information statement for our shareholders. No person is authorized to give any information or to make any representation with respect to the matters described in this document other than those contained herein and, if given or made, such information or representation must not be relied upon as having been authorized by our company. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities, nor does it constitute the solicitation of a proxy, in any jurisdiction in which, or to any person to whom, it is unlawful to make such offer or solicitation. The delivery of this document does not, under any circumstances, create any implication that there has been no change in our affairs since the date hereof, or that the information herein is correct as of any time subsequent to its date.

By Order of the Board of Directors

/s/Irwin Balaban

Irwin Balaban

Chief Executive Officer

May __, 2008

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EXHIBIT INDEX

A. FORM OF AGREEMENT AND PLAN OF MERGER

B. FORM OF CERTIFICATE OF INCORPORATION OF ROBOCOM SYSTEMS-DELAWARE INC.

C. FORM OF BY-LAWS OF ROBOCOM SYSTEMS-DELAWARE INC.

EX-99.A

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of _____, 2008 (this “Agreement”), is by and between ROBOCOM SYSTEMS INTERNATIONAL INC., a New York corporation (“Robocom-New York”), and ________ , a Delaware corporation (“Robocom-Delaware”). Robocom-New York and Robocom-Delaware are hereinafter sometimes collectively referred to as the “Constituent Companies.”

WHEREAS, the Board of Directors of each Constituent Corporation deems it advisable and in the best interests of their respective Constituent Corporation that Robocom-New York be merged with and into Robocom-Delaware under the laws of the State of New York and the State of Delaware, respectively;

WHEREAS, the Board of Directors of the Constituent Corporations have approved the merger of Robocom-New York with and into Robocom-Delaware and this Agreement, each by the Unanimous Written Consent of the Board of Directors;

WHEREAS, the shareholders of the Constituent Corporations have approved the merger of Robocom-New York with and into Robocom-Delaware and this Agreement; and

WHEREAS, Robocom-New York and Robocom-Delaware wish to provide for the terms and conditions upon which a merger of Robocom-New York with and into Robocom-Delaware will be consummated.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, the parties agree as follows:

ARTICLE 1

THE MERGER

1.1 Surviving Corporation. In accordance with the provisions of this Agreement, the Delaware General Corporation Law (the “DGCL”) and the New York Business Corporation (the “BCL”), at the Effective Time (as defined in Section 1.5 of this Agreement), Robocom-New York shall be merged with and into Robocom-Delaware (the “Merger”), and Robocom-Delaware shall be the surviving corporation in the Merger (hereinafter sometimes referred to as the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware. At the Effective Time the separate existence of Robocom-New York shall cease.

1.2           Certificate of Incorporation; By-Laws. The Certificate of Incorporation and the By-Laws of Robocom-Delaware, each as in effect immediately prior to the Effective Time (the forms of which are attached hereto as Exhibits A and B, respectively), shall be the Certificate of

Incorporation and the By-Laws of the Surviving Corporation until thereafter amended as provided by law. No amendments or changes in the Certificate of Incorporation of the Surviving Corporation will be effected by the Merger.

1.3           Directors. The directors of the Surviving Corporation at the Effective Time shall be the directors of Robocom-Delaware. Such directors will hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation and By-Laws of the Surviving Corporation, or as otherwise provided by law.

1.4           Officers. The officers of the Surviving Corporation at the Effective Time shall be the officers of Robocom-Delaware. Such officers will hold the respective offices until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation and By-Laws of the Surviving Corporation, or as otherwise provided by law.

1.5          Effective Time. Robocom-Delaware shall file a certificate of ownership and merger with the Secretary of State of the State of Delaware in accordance with Section 253 of the DGCL, and shall file a certificate of merger with the Secretary of State of the State of New York in accordance with Section 907 of the BCL. The Merger shall become effective at 12:01 a.m., New York City time, on or about ______, 2008 or such later date mutually agreed by the Constituent Companies that is twenty (20) calendar days following the mailing of a definitive Information Statement pursuant to Regulation 14C of the Exchange Act of 1934, as amended, to the shareholders of Robocom-New York at which time the certificate of ownership and merger will be filed with the Delaware Secretary of State and the certificate of merger will be filed with New York Secretary of State to effectuate the Merger.

1.6          Effect of Merger. The Merger shall have all of the effects as set forth in Section 253 of the DGCL and Article 9 of the BCL.

1.7        Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall believe or be advised that any further assignments or assurances in law or any other acts are necessary or desirable to vest, perfect or confirm, of record or otherwise, the Surviving Corporation's right, title or interest in, to or under any of the rights, properties or assets of the Constituent Companies acquired or to be acquired as a result of, or in connection with, the Merger or otherwise to carry out the purposes of this Agreement, the Constituent Companies and their proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to undertake all acts necessary or proper to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out the purposes of this Agreement; and the proper officers and directors of the surviving corporation are fully authorized in the name of the Constituent Companies or otherwise to take any and all such action.

ARTICLE 2

CONVERSION AND CANCELLATION OF SHARES

2.1           Conversion of Common Stock. Every [_______] shares of the common stock, par value $0.01 per share, of Robocom-New York that shall be issued and outstanding immediately prior to the Effective Time, and all rights in respect thereof, shall, by virtue of the Merger and without any action on the part of the holder thereof, forthwith be changed and converted into one (1) validly issued, fully paid and nonassessable share of the common stock, par value $0.001 per share, of the Surviving Corporation and such shares of Robocom-New York shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and retired and cease to exist. No fractional certificates will be issued in connection with the Merger. Shareholders who otherwise would be entitled to receive fractional shares because they hold a number of shares of Robocom-New York Common Stock not evenly divisible by the conversion ratio described in the previous sentence, will be entitled, upon surrender to the transfer agent of certificates representing such shares, to receive one whole share of the common stock, par value $0.001 per share, of the Surviving Corporation in lieu of a fractional share.

2.2           Cancellation of Robocom Delaware Common Stock. Each share of the common stock, par value $0.001 per share, of Robocom-Delaware that shall be issued and outstanding and held by the Robocom-New York immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Robocom-New York, be canceled and retired and cease to exist.

ARTICLE 3

CLOSING CONDITIONS

3.1         Shareholder Approval. The respective obligations of each Constituent Company to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the condition that the shareholders of each Constituent Company shall have duly adopted this Agreement, if such adoption is required by the DGCL and/or the BCL.

3.2         Consents. All authorizations, consents and approvals required to be obtained in order to permit the consummation of the Merger shall have been obtained.

ARTICLE 4

TERMINATION AND ABONDONMENT

4.1 Termination. This Agreement may be terminated at any time prior to the

Effective Time, whether before or after approval by the shareholders of either Constituent Company, by consent of the Board of Directors of each Constituent Company.

4.2         Effect of Termination. If this Agreement is terminated pursuant to this Article 4, this Agreement shall become void and of no force and effect and the Merger shall be abandoned without further action by any of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement.

ARTICLE 5

MISCELLANEOUS

5.1           Amendment and Modification. The Board of Directors of the Constituent Companies may by written agreement amend this Agreement at any time prior to the Effective Time, provided that an amendment made subsequent to the adoption of this Agreement by the shareholders of any Constituent Company shall not alter or change (a) the amount or kind of shares, securities, cash, property and/or rights to be received in exchange for or on conversion of all or any of the shares of any class or series thereof of such Constituent Company, (b) any term of the Certificate of Incorporation of the Surviving Corporation to be effected by the Merger, or (c) any of the terms and conditions of this Agreement if such alteration or change would adversely affect the holder of any class or series thereof of such Constituent Company.

5.2           Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed wholly within Delaware.

5.3           Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

5.4           Interpretation; Definitions. The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement.

5.5          Entire Agreement. This Agreement, including the documents and instruments referred to herein, embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to such subject matter.

[remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective duly authorized officers on the date first above written.

ROBOCOM SYSTEMS INTERNATIONAL INC.

By:_________________________________

Irwin Balaban

Chief Executive Officer

[___________________________ ],

By:_________________________________

Irwin Balaban

Chief Executive Officer

EX-99.B

EXHIBIT B

CERTIFICATE OF INCORPORATION

OF

PURSUANT TO SECTION 102

OF THE DELAWARE GENERAL CORPORATIONS LAW

FIRST:                 The name of the corporation is (hereinafter referred to as the “Corporation”).

SECOND:         The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at that address is The Corporation Trust Company.

THIRD:              The nature of the business or purposes to be conducted or promoted by the Corporation is: to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law.

FOURTH:

A.            Authorized Stock. The aggregate number of shares of all classes of capital stock which the Corporation shall have authority to issue is One Hundred Twenty-Five Million (125,000,000), consisting of One Hundred Million (100,000,000) shares of common stock, par value $0.001 per share (the “Common Stock”), and Twenty-Five Million (25,000,000) shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).

B. Common Stock.

Section 1.           Voting Rights. On all matters requiring the vote of the holders of Common Stock each holder of Common Stock shall be entitled to one vote for each share of Common Stock held by such holder.

Section 2. Dividends. The holders of shares of Common Stock shall be entitled to receive dividends, when and if declared by the Board of Directors of the Corporation (the “Board”), out of funds legally available for the payment of dividends.

Section 3.           Liquidation. The holders of shares of Common Stock shall be entitled to participate pro rata out of the remaining assets of the Corporation available for distribution to the holders of the shares of Common Stock in all distributions in any liquidation, dissolution or winding up of the Corporation.

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C.            Preferred Stock. The Preferred Stock may be issued from time in one or more series. The Board is hereby expressly vested with the authority to fix by resolution or resolutions the designations and the powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation, the voting powers, if any, the dividend rate, conversion rights, redemption price, or liquidation preference, of any series of Preferred Stock, and to fix the number of shares constituting any such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding). In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution or resolutions originally fixing the number of shares of such series. The number of authorized shares of any class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the holders of the Common Stock without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holder is required pursuant to the terms of any series of Preferred Stock.

FIFTH: The name and address of the incorporator is as follows:

Margaret R. Mitchell

Pryor Cashman LLP

410 Park Avenue

New York, New York 10022

SIXTH:              (a)          A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the Delaware General Corporation Law or any amendment thereto or successor provision thereto; or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

(b)          The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection

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with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

SEVENTH:       The Board, by majority vote, shall have to power to adopt, amend or repeal the by-laws of the Corporation.

EIGHTH:          The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders, directors and officers are subject to this reservation.

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed, signed and acknowledged this Certificate of Incorporation this ____ day of _____, 2008.

Margaret R. Mitchell

Incorporator

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EX-99.C

EXHIBIT C

BY-LAWS

OF

ARTICLE I

OFFICES

SECTION 1.      REGISTERED OFFICE. The registered office of the corporation shall be located in the County of New Castle, State of Delaware.

SECTION 2.      OTHER OFFICES. The corporation may have other offices, either in or outside of the State of Delaware, as shall be designated from time to time by the Board of Directors.

ARTICLE II

STOCKHOLDERS

SECTION 1.      ANNUAL MEETINGS. Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall determine the time, date and place of meeting.

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.     OTHER MEETINGS. Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3.     VOTING. Unless otherwise provided in the Certificate of Incorporation, each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of

Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole thereof, and may be inspected by any stockholder who is present.

SECTION 4.     QUORUM. Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote in the meeting.

SECTION 5.     SPECIAL MEETING. Special meetings of the stockholders for any purpose or purposes may be called by the Chief Executive Officer, President or Secretary, and shall be called upon the resolution of the majority of the directors or by the stockholders holding a majority of the outstanding voting common stock of the corporation.

SECTION 6.      NOTICE OF MEETINGS. Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten (10) nor more than sixty (60) days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous written consent of all of the stockholders entitled to vote thereat.

SECTION 7.     ACTION BY WRITTEN CONSENT. Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

SECTION 1.      NUMBER AND TERM. Except as provided in Article 3, Section 5, the number of directors constituting the Board of Directors shall not be more than seven (7) nor less than one (1), as fixed from time to time in the By-Laws or by action of the board. The initial number of directors shall be at least two (2). The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify. A director need not be a stockholder.

SECTION 2.      RESIGNATIONS. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time is specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.     VACANCIES. If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4.     REMOVAL. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5.     INCREASE IN THE NUMBER OF DIRECTORS. The number of directors may be fixed from time to time by the Board of Directors of the Corporation by an affirmative vote of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6.      POWERS. The Board of Directors shall exercise all of the powers of the corporation except such as are by law, or by the Certificate of Incorporation of the corporation of by these By-Laws conferred upon or reserved to the stockholders.

SECTION 7.      COMMITTEES. The Board of Directors may, by resolution or resolutions passed by a majority of the entire Board, designate one or more committees, each committee to consist of such number of directors as the Board may designate.

Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the

power of authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the By-Laws of the corporation; and unless the resolution, these By-Laws, or the Certificate of Incorporation expressly provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

SECTION 8.     MEETINGS. Regular meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble. Meetings may be held at any place, within or without the State of Delaware, which has been designated in any notice of the meeting, or, if not stated in said notice or, if there is no notice given, at the place designated by resolution of the Board of Directors. Meetings may be called by the Chairman of the Board, if any, by the Vice Chairman of the Board, if any, by the President, if any, by any Vice President or Secretary, or by any two directors.

No notice shall be required for regular meetings for which the time and place have been fixed by the Board of Directors. Special meetings shall be held upon at least two (2) days’ notice by mail, telephone, telegraph, electronic mail, or other appropriate means. Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. A notice or waiver of notice need not specify the purpose of any regular or special meeting of the Board of Directors. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION 9.      QUORUM. A majority of the directors shall constitute a quorum for the transaction of business. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

SECTION 10. COMPENSATION. Directors may receive any compensation for their services as directors or as members of committees as the board may determine by resolution, and such compensation may consist of a fixed fee, expenses of attendance at board or committee meetings, as applicable, and any other form of compensation. Nothing in these By-Laws shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 11.   ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or the committee, as the case may be, consent in writing to the adoption of a resolution authorizing the action, and the resolution and written consents thereto are filed with the minutes of the proceedings of the Board of Directors or committee.

ARTICLE IV

OFFICERS

SECTION 1.      OFFICERS. The officers of the corporation shall be a Chief Executive Officer, a Treasurer and a Secretary, all of whom shall be elected annually by the Board of Directors and who shall hold office until their successors are elected and qualified. In addition, the Board of Directors may elect a Chairman, a President, a Chief Operating Officer, a Chief Development Officer, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as they may deem proper. None of the officers of the corporation need be directors. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting.

Each of the foregoing officers shall have the power and authority to sign instruments and stock certificates in accordance with section 103(a)(2) of the Delaware General Corporation Law and to sign agreements on behalf of the corporation. The officers shall be elected at the first meeting of the board of directors after each annual meeting of the stockholders. In addition to the powers and duties specifically enumerated below, any action or resolution of the board of directors authorizing an officer of the corporation to execute or deliver a document or instrument, or otherwise act on behalf of the corporation, shall empower each and any officer (including but not limited to the Chairman, any Vice-President and any Assistant Secretary and Assistant Treasurer) to take such action for, on behalf of and/or in the name of the corporation.

Any two or more offices may be held at the same time by the same person. Any officer may be removed, with or without cause, by the board of directors. Any vacancy may be filled by the board of directors.

SECTION 2.      OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3.      THE CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors, if one be elected, shall preside at all meetings of the Board of Directors and shall perform such other duties as may be assigned by the Board of Directors.

SECTION 4.      CHIEF EXECUTIVE OFFICER. The chief executive officer, if one be elected, shall, in the absence or disability of the chairman and vice-chairman, preside at all meetings of the stockholders and at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business and affairs of the corporation subject to the authorization and control of the Board of Directors, and shall have such other power and authority and perform such other duties as may be prescribed by these By-Laws or as may be assigned from time to time by the Board of Directors. In the absence or disability of the chief executive officer, the president, if available, and if the president is not available the chief

operating officer, if available, shall have the authority, and shall perform the duties, of the chief executive officer.

SECTION 5.      PRESIDENT. The President shall, in the absence or disability of a Chief Executive Officer, be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation.

SECTION 6.      VICE-PRESIDENT. The Vice-President, if there are more than one, the senior Vice President, as determined by the Board of Directors, in the absence or disability of the President, shall exercise the powers and perform the duties of the President and each Vice-President shall exercise such other powers and perform such other duties as shall be prescribed by the directors.

SECTION 7.      TREASURER. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositaries as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

SECTION 8.      SECRETARY. The Secretary shall give, or cause to be given, notice of all meetings of shareholders and directors, and all other notices required by the law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or shareholders, upon whose requisition the meeting is called as provided in these By-Laws. He shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the directors or the President, and attest the same.

SECTION 9.      ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. Assistant Secretaries and Assistant Treasurers, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V

CAPITAL STOCK

SECTION 1.      ISSUANCE OF STOCK. Shares of stock of the corporation of any class now or hereafter authorized, securities convertible into or exchangeable for such stock, or options or other rights to purchase such stock or securities may be issued or granted in accordance with authority granted by resolution of the Board of Directors.

SECTION 2.      CERTIFICATES OF STOCK. Certificates of stock, signed by the Chairman or Vice-Chairman of the Board of Directors, if they be elected, Chief Executive Officer, President or Vice-President, and the Treasurer or an Assistant Treasurer, or Secretary or Assistant Secretary, shall be issued to each stockholder certifying the number of shares owned by him or her in the corporation. When such certificates are countersigned (1) by a transfer agent other than the corporation or its employee, or, (2) by a registrar other than the corporation or its employee, the signatures of such officers may be facsimiles.

SECTION 3.      TRANSFER OF SHARES. The shares of stock of the corporation shall be transferrable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificate shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.      LOST OR DESTROYED CERTIFICATES. A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION 5.      STOCKHOLDERS RECORD DATE. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days prior to any other action. A determination of stockholders or record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjournment meeting.

ARTICLE VI

INDEMNIFICATION AND INSURANCE

SECTION 1.      INDEMNIFICATION. (a) The corporation shall indemnify any director or officer of the corporation and may indemnify any employee or agent of the corporation who was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person seeking indemnification did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b)           The corporation shall indemnify any director or officer of the corporation and may indemnify any employee or agent of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c)           Any indemnification under Section 1(a) or (b) of this Article VI (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1(a) and (b). Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors of the corporation who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors,

even though less than a quorum, or (iii) if there are no such directors, or, even if such directors so direct, by independent legal counsel in a written opinion, or (iv) by a majority of the stockholders of the corporation.

(d)           Expenses (including reasonable attorneys’ fees) incurred by an officer, director, employee or agent in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation pursuant to this Article VI. Such expenses (including reasonable attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

(e)           The indemnification and advancement of expenses provided by, or granted pursuant to, the other Sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(f)            The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 2.      SAVINGS CLAUSE. If this article or any portion hereof shall be invalid on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director or officer as to costs, charges, and expenses (including attorneys' fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative, or investigative, including any action by or in the right of the corporation, to the fullest extent permitted by any applicable portion of this article that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 3.      INSURANCE FOR INDEMNIFICATION. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of Section 145 of the General Corporation Law.

ARTICLE VII

MISCELLANEOUS

SECTION 1.      DIVIDENDS. Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

SECTION 2.      SEAL. The directors shall provide a suitable corporate seal which shall be in the charge of the Secretary and shall be used as authorized by the By-Laws.

SECTION 3.      FISCAL YEAR. The fiscal year of the corporation shall be determined by resolution duly adopted by the Board of Directors.

SECTION 4.     CHECKS, NOTES, ETC. Checks, notes, drafts, bills of exchange and orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed or endorsed in such manner as shall be determined from time to time by resolution of the Board of Directors.

The funds of the corporation shall be deposited in such bank or trust company, and checks drawn against such funds shall be signed or endorsed in such manner as determined by the Board of Directors.

SECTION 5.      NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage, prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Shareholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by Statute.

Whenever any notice whatsoever is required to be given under the provisions of any law, or under the provisions of the incorporation document of the corporation or these By-laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE IX

AMENDMENTS

These By-Laws may be altered or repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repeal of By-Law or By-Laws to be made be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice of the proposed alteration or repeal of By-Law or By-Laws to be made, be contained in the notice of such special meeting.

CORRESP

Eric M. Hellige

Partner

Direct Tel: 212-326-0846

Direct Fax: 212-798-6380

ehellige@pryorcashman.com

May 28, 2008

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20249

Attention: Ms. Katherine Wray

Division of Corporation Finance

Re: Robocom Systems International Inc.

Preliminary Information Statement on Schedule 14C

Filed on May 12, 2008

File No. 000-22735

Ladies and Gentlemen:

On behalf of Robocom Systems International Inc., a corporation organized under the laws of the State of New York ( the “Company”), and in response to the Staff’s letter dated May 21, 2008 relating to the Preliminary Information Statement on Schedule 14C (the “Information Statement”) we hereby file by EDGAR transmission (i) our responses to the Staff’s comments, (ii) a copy of the responsive amendment to the Information Statement (the “Amendment”) and (iii) a copy of the Amendment marked to indicate the changes from the original Information Statement filed with the Commission on May 12, 2008. The numbered responses below correspond to the numbered paragraphs of the Staff’s letter. Except where otherwise indicated, references to page numbers are to the page numbers as they appear in the Amendment. Capitalized terms not otherwise defined in this letter have the meanings ascribed to them in the Amendment.

Responses

1.         Disclosure has been added to clarify that the Company has had in the past, and continues to have, discussions with potential merger or acquisition partners and while it has no definitive agreement in place with any potential partner to do so, it anticipates issuing shares of its common stock, and possibly preferred stock, as part of any transaction with a merger or acquisition partner. Such

May 28, 2008

Page 2

disclosure appears on the first page of the cover notice to shareholders, on page 2 of the Amendment in the second paragraph under “Corporate Actions”, and on page 8 of the Amendment in the section entitled “Change in Authorized Capital.”

2. See Response to Comment No. 1 above.

3.         The Company does not intend to complete the Reincorporation unless and until a merger or acquisition partner has been identified. Disclosure to this effect has been added on the second page of the cover notice to shareholders, on page 2 of the Amendment in the third paragraph under “Corporate Actions” and on pages 4 and 7 of the Amendment.

4.         The requested disclosure regarding the anti-takeover effects of the increase in authorized shares of the Company’s Preferred Stock and the proportional increase in authorized shares of its Common Stock resulting from the proposed share conversion and reduction in authorized capital has been included on page 9 of the Amendment in the Section entitled “Anti-Takeover Effects.”

5.         The requested disclosure regarding the effect of the reduction in the par value of the Company’s Common Stock and its Preferred Stock on the rights of existing holders of those securities has been included on page 8 of the Amendment  in the Section entitled “Effect of a Reduction in Par Value Per Share.”

________________________

The Company acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and (iii) the Company may not assert any Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company believes that it has fully responded to the comments of the Commission, and the Company requests that the review of the Amendment be handled on an expedited basis. If the Commission has any questions or further comments, the Company respectfully request that such comments be directed to the undersigned as soon as practicable as the Company would like to begin mailing its definitive Information Statement not later than May 30, 2008. The undersigned would welcome the opportunity to discuss such questions or comments (or discuss further any of our responses) in advance of any written response of the Commission.

Very truly yours,

/s/ Eric M. Hellige

Eric M. Hellige

cc: Irwin Balaban