SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                   FORM 10-KSB

        [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

                     For the fiscal year ended June 30, 2008

        [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

                For the Transition Period from_______ to _______

                         Commission file Number 0-14859
                          GARB OIL & POWER CORPORATION

                 (Name of small business issuer in its charter)

                   Utah                                   87-0296694
       (State or other jurisdiction of    (I.R.S. Employer Identification. No.)
         incorporation or organization)

                        1588 South Main Street, Suite 200
                           Salt Lake City, Utah 84115
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number (801) 832-9865

           Securities registered pursuant to Section 12(b) of the Act:

          Title of each class Name of each exchange on which registered

                                      None

           Securities registered pursuant to Section 12(g) of the Act:

                           Common stock (No par value)

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

(1) Yes [X]  No [ ] (2) Yes [X] No [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

State Issuer's revenues for its most recent fiscal year: $0.00

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. $245,936.

                         (ISSUERS INVOLVED IN BANKRUPTCY
                     PROCEEDINGS DURING THE PAST FIVE YEARS)

                                 Not Applicable.

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of October 20, 2008, the Issuer
had outstanding 22,899,098 shares of common stock (no par value).

Transitional Small Business Disclosure Format (check one)
Yes [X] No [ ]

PART I

1. DESCRIPTION OF BUSINESS

Garb Oil & Power Corporation (the "Company") is in the business of developing
and marketing processes which will recover crumb rubber or other recyclable
rubber, oil by-products, commercially marketable char and steel from scrap
tires, a system and process to recover, repair and market truck tires of all
sizes, market new tires imported for sale through Distributors and market
processes which will utilize scrap tires and/or municipal waste to generate
steam for the production of electricity. During 1999, the Company acquired
certain assets from its sister corporation Garbalizer Machinery Corporation,
including the rights to manufacture and sell Garbalizer tire shredders. The
Company has designed a system that in its opinion is capable of recovering
rubber from used large, off-the-road (OTR) tires. The Company has the rights to
act as the non-United States agent for a third party's unproven technology for
the remediation of radioactive wastes and exclusive rights to build its plants
in the United States and abroad.

The Company received revenues of $0 in the fiscal year ended June 30, 2008 and
at the end of the year its current liabilities exceeded its total assets by
$2,771,266. The Company continues, as it has done in recent years, to actively
pursue sales of its OTR Tire Disintegrator System, Garbalizer tire shredders and
crumb rubber plants. These activities resulted in the sale and delivery of a
shredder in June 2005. The Company has limited financial resources, and it may
not be able to continue in business if it does not receive significant
additional cash from operations or financing activities. The Company cannot give
assurances that its plans to generate cash will be successful.

The Company's predecessor, Garb-Oil Corporation, was incorporated and commenced
business on September 11, 1972, under the laws of the State of Utah. The Company
changed its name to Garb Oil & Power Corporation in 1985.

OTR Tire Processing System

The Company has designed a system known as the OTR Tire Disintegrator System
which it believes will be capable of recovering used rubber from large,
off-the-road (OTR) tires. The Company has substantially completed the
engineering and design of the OTR Tire Disintegrator System, but to date has not
constructed a commercially operating system. Currently the company is in
discussions with a company, (INTERPIPE) located in the Ukraine, who has
indicated an interest in completing the development of the OTR Tire Processing
System for marketing in Eastern Europe. If an agreement is reached the Company
would retain marketing rights for North America where the process would be
marketed by the Company.

Although such discussions are underway there is no assurance that the
discussions will result in an Agreement between the two companies or that the
process would be successful if constructed by INTERPIPE. Due to INTERPIPE'S
inability to secure funding from the Ukrainian Government to finance the OTR
development the company cancelled negotiations with INTERPIPE and entered into
an Agreement with Xingcheng Machinery of Xingcheng, China PRC to develop the OTR
system. Development is currently underway and is scheduled to have an
operational Pilot Model in development stage by the first quarter of 2008.

Commercially available tire shredders, including shredders made by the Company,
are designed to process standard automobile, truck tires and some OTR tires,
which may include semi-trailer or over-the-road tires. Tires used in a variety
of off the road equipment, such as graders, bulldozers, mining equipment, etc.
cannot be processed directly by these shredders. Although these tires, which may
weigh from 400 pounds to 9 tons each, are less numerous than standard tires, the
Company estimates that over 2,600,000 tons of OTR tires of all sizes require
disposal in the United States each year.

Current methods of disposal include land filling and surface disposal, which are
accepted only due to the lack of a viable alternative. Most states have passed
laws prohibiting land filling or storage of whole tires.

The OTR Tire Disintegrator System uses mechanical means to remove the exterior
rubber from OTR tire carcasses without shredding. After removal of non-rubber
components, primary shredding and wire separation, the resulting particles are
then processed into crumb rubber during secondary processing. The shredded
particles could also be used as fuel or safely disposed of in a landfill,
although the Company believes that the rubber particles will be of such high
quality that landfill disposal or use as fuel will be unnecessary or desirable.

The Company has prepared what it believes to be the final design of the OTR Tire
Disintegrator System and has analyzed its expected performance. When the first
OTR Tire Disintegrator System is built, it is expected that only slight
modifications to the design could be required to maximize performance. It is
also possible, although the Company does not anticipate this, that the OTR Tire
Disintegrator System will not perform as planned when built.

The Company has received United States Patent No. 5,299,748 on the OTR Tire
Disintegrator System design which expires April 5, 2011, Patent No. 5,590,838
which expires January 7, 2014 and patent number 6,015,105 which expires January
18, 2018. An additional patent improvement has been filed and is currently
pending in the United States. The pending patent improvement was granted in
Canada on July 6, 1999 as Canadian Patent No. 2,178,326 which expires March 23,
2015 and an additional patent is pending.

The Company announced the availability of the OTR Tire Disintegrator System in
July, 1992. Although the Company has received and continues to receive numerous
inquiries from potential buyers or users of the OTR Tire Disintegrator System,
it has not built or sold an OTR Tire Disintegrator System. The Company's
original intent was to retain ownership of the OTR Tire Disintegrator System,
allowing its use by persons who purchase an exclusive territory from the Company
and who agree to pay the Company a share of any profits earned. However, the
Company has decided to modify its requirements to allow others to purchase and
use the technology and machinery on a license and royalty based upon gross
sales.

Shredding Systems

On March 19, 1999 the Company acquired a patented shredding system from its
sister company, Garbalizer Machinery Corporation ("GMC"). See "Certain
Relationships and Related Transactions". This system became available when GMC
merged with a Canadian Internet company, changed its name to RecycleNet, Inc.
and ceased its shredder business.

The Company acquired from GMC all of its then existing assets, including the
Garbalizer name and logo, patents, machinery designs and contract rights in
exchange for assumption of all then existing indebtedness of GMC in the
approximate amount of $500,000.

The system known as the "Garbalizer Shredder" has a thirty-year history of
shredding automobile and truck tires in the United States, Canada and Europe.
During this period of time, GMC acquired fourteen U.S., and six foreign patents
all of which have expired. The Garbalizer Shredder employs a cutting method
rather than the impact method embodied in hammer mills and grinders. This
cutting method consists of a rotatable shaft or pair of shafts, supported by
bearings, upon which are fixed a series of blade holders at 120(Degree) or
180(Degree) intervals around the shaft. The blade holders to which blades are
attached are positioned along the length of the shaft so that their tips form a
helix which tends to position the tires for cutting.

Spacers to which no cutting blades are attached are located between each blade
holder mounted on the rotatable shaft so that the rotating blades and the
spacers form the cutting mechanism of the Garbalizer Shredder when co-acting
with stationary blade holders.

The shredding mechanism for all of the electric-driven models is protected by
fluid couplings, torque limiting couplings and overload relays in the electrical
control system. If non-shreddable material is encountered within the Garbalizer
Shredders, the torque limiting or fluid coupling and relays stop the machines
and protect the Garbalizer Shredders from serious damage. The rotatable shaft or
shafts are driven by an electric motor or diesel electric system through a
system of gear reducers. The diesel electric-driven mobile Garbalizer Shredder
is protected from non-shreddable items by similar couplings and overload relays
that stop the Garbalizer Shredder if it becomes overloaded or jammed. If this
happens on any of the Garbalizer Shredders, it is simple to reverse the rotor
and remove from the Garbalizer Shredder the item or items that jammed or stopped
the machine. This, and several additional unique and beneficial features of the
Garbalizer Shredder, reduces the time and effort required for maintenance.

In operation, material to be shredded is placed on a conveyor and carried to the
top of the hopper where it falls by gravity upon the rotating blade or blades or
can be fed directly into the cutters by a patented controlled feeding system.
The rotating blades position the material and cut it as it is forced between the
stationary blades. The shredded material is then transported away from the
machine by conveyor to be used as tire derived fuel (TDF), crumb rubber
production or other processes that use shredded tires.

The Garbalizer Shredders are offered in mobile and stationary models of various
capacities.

The Company believes that acquisition of the Garbalizer Shredder system and
related marketable items from GMC will benefit the Company by allowing it to
quote complete recycling systems more economically and efficiently.

There are a number of companies that sell competitive products. The Company
believes that the design of the Garbalizer Shredders is equivalent or superior
to competitive designs. Some of the competitors are larger and better financed
than the Company, and the Company believes certain competitors may have a
competitive advantage on the sale of stand-alone shredders with respect to
marketing prowess, financing terms, cost and perceived customer support.

Historically, GMC had determined that it could manufacture the Garbalizer
Shredders more economically on a contract basis with local machine shops in lieu
of its own manufacturing facilities and personnel. The company has now
discovered that the shredders can be built much more economically outside of the
United States and would give the company better advantage to compete with larger
and better financed competitors. The Company has investigated this potential and
decided that future shredders should be constructed outside of the United States
to give the Company more flexibility in marketing.

During the third quarter of 2001 the Company began a new marketing strategy to
market its products. The Company began, and is still continuing to establish
distributorships in the United States and Internationally. As of June 30, 2008
the Company has established Distributorships in New Jersey with National
Recycling Corporation that covers a three state area, New Jersey, New York and
Delaware. A Distributorship has been established in Virginia with Minority Tire
Reclamation, Inc. that covers Virginia, North Carolina and Maryland. The Company
will continue searching for dependable Companies to establish Distributorships
throughout all of North America. Internationally the Company has concluded an
Agreement with Micron SA of Odessa, Ukraine to manufacture and market its
Shredders and other Technology throughout Eastern and Western Europe. All
Machines and Equipment for the European Market will be manufactured by Micron on
a licensed basis and marketed jointly by Garb-Oil and Micron throughout the
European market area. The Company has concluded a Distributorship with
Representaciones Internacionales of Guadalajara, Mexico for all of South and
Central America.

All machines, Equipment and Technology for the South and Central America
Distributorship will be manufactured in Mexico on a license basis with the
marketing being done jointly by Garb-Oil and Representaciones Internacionales.
It is anticipated and planned that all items sold by Garb-Oil Distributorships
in the United States and Canada will be manufactured in Mexico. The Company has
concluded a Distributorship with The Princeton Group of Alhambra, CA for all of
Asia. Machines, Equipment and Technology for the Asian market area will be
manufactured in China. Certain Technology and Machinery owned by the Chinese
Manufacturer for crumb rubber processing will be manufactured in China and
purchased by Garb-Oil to be sold in all of the marketing areas inside and
outside of the Asian market area. Because of the NAFTA Agreement and other
International Agreements currently existing, the Company is now able to
establish these Distributorship agreements and contractually protect its
technology and proprietary rights. These Agreements give the Company access to
less expensive manufacturing and technology, which Management believes will make
the Company more competitive and generate sales on a worldwide basis. As of June
30, 2008 the company management has determined that the company should take
advantage of the benefits of such manufacturing and marketing in future Company
operations.

The Garbalizer Shredder takes approximately four to five months to construct. It
is manufactured and assembled from stock alloy steel, gear reducers, drive units
and motors. Any heavy equipment machine shop with standard machine technology
can manufacture the shaft, blade holders, blades, spacers, hopper, structural
frame and supports for the Garbalizer Shredder from standard alloy steel stock.
The gear reducer, bearings, electric motor and related drive components are
standard items available from several suppliers. The completed components are
assembled into major units for shipping to the installation site by sea, truck
or railroad flat car. At the site, the major units can be field assembled with
local construction or rigging workers who need have no previous experience with
the Garbalizer Shredder. Location of the manufacturing facilities in close
geographical proximity to the installation sites of potential customers, is not
considered by management to be a significant factor.

Crumb Rubber Plants

The Company markets plants and equipment to process scrap passenger car and
light truck tires into crumb rubber. The Company is marketing such plants
worldwide on a "turn-key" basis. The equipment for such plants will include
third party equipment, equipment made to the Company's specifications, shredders
and other items provided by the Company. The new marketing strategy currently
being established by the Company has made available crumb rubber technology
which heretofore was not available to the Company.

If the Company is successful in selling a crumb rubber plant, it will be exposed
to the risks of process engineering and equipment manufacturing concerns,
including potential contract, warranty and liability claims. The Company has
limited experience in engineering for or constructing crumb rubber plants. The
Company relies on third parties including engineers and sub-contractors for the
supply of a majority of the equipment in the plant and the actual assembly and
construction labor.

Trenergy Radioactive Waste Technology

On May 11, 1998, the Company entered into a Project Development and Construction
Agreement with Trenergy Inc. ("Trenergy"). Pursuant to the Trenergy Agreement,
the Company has been engaged to provide consulting and analysis regarding the
potential commercial application of Trenergy's unproven claimed technology to
neutralize and remediate radioactive waste.

Trenergy has reported to the Company that the Trenergy technology has the
potential of neutralizing radioactive waste. The Company has not verified
Trenergy's claims. If true, Trenergy's technology would involve a substantial
departure from current methodology and currently accepted scientific principles.
Trenergy has informed the Company that it has applied for a patent on the
Trenergy technology. Filing of a patent application does not indicate that any
third party has verified the validity of the technology.

The Trenergy Agreement is for a five-year term with renewal provisions and gives
the Company the right to build all systems and plants for Trenergy on a cost
plus basis which cannot exceed similar costs for similar projects. The Company
is designated as Trenergy's exclusive agent to exploit the Trenergy technology
outside of the United States with the exception of the Republic of Belarus,
Ukraine, Romania, Macedonia, Greece and Hungary. Trenergy and the Company intend
to equally share license revenues from potential licenses of the Trenergy
technology in the Company's territory; provided that Trenergy may negotiate the
Company's compensation for licenses where Trenergy had initial discussions with
the licensee. No licenses for the Trenergy technology have been granted as of
the date of this report and it is possible such licenses may not be granted in
the future.

Trenergy may not be able to establish the scientific validity or commercial
viability of the Trenergy technology. Neither Trenergy nor the Company have the
resources necessary to develop or evaluate the Trenergy technology without
infusion of substantial capital or the joint venturing with third parties.
Neither Trenergy nor the Company have any such arrangements in place. The
Company plans to use management time and financial resources pursuing possible
transactions with the Trenergy technology for which the Company may receive no
revenue. During the years 1998, 1999 and 2000 Trenergy had continued research on
the process but at June 30, 2001 had not completed the "hot test" which would
further prove if the process could be viable. As of June 30, 2008 the "hot test"
had not been completed by Trenergy and is unable to complete it's testing due to
lack of funds, and the Agreement the company had with Trenergy has expired.

UTTI Tire Repair and Resale Business

The Company's efforts have historically focused on reducing the environmental
problems of disposing of used tires by creating fuel, power or useful
by-products from the tires. Although such efforts have not resulted in
commercial operations, the Company's management has gained extensive knowledge
of the used tire distribution and disposal business through such efforts. On May
20, 1994 the Company formed Utah Truck Tires, Inc. ("UTTI") as a majority owned
subsidiary to exploit the perceived demand for repaired and retreaded commercial
truck tires. Although UTTI did demonstrate that there was a demand for these
used tires, UTTI incurred operating losses due principally to overhead costs and
high carcass costs. The Company believes that the repair and resale business
could be commercially viable if operated in conjunction with a recycling plant,
where overhead costs can be shared with other operations and usable carcasses
obtained at relatively low cost. In 1996, UTTI ceased active operations and as
of June 30, 2002 both the Company and UTTI have decided that future operations
for UTTI probably would not be re-started

The Company is proposing to establish used tire processing and sales joint
ventures with purchasers of tire shredders or OTR Tire Disintegrator Systems in
the United States, to date the Company does not have any agreements to establish
such joint ventures. As with any start-up operation, there is substantial
uncertainty regarding its ability to operate at a profit.

The Company owns 55% of UTTI, which interest it received in exchange for
guaranteeing the loan for startup capital, its expertise and other intangible
capital contributions. The remaining 45% of UTTI is owned by an investor who
loaned $165,000 of seed capital to UTTI and who is an officer and director of
UTTI.

Co-generation and Electrical Power Generation

Since 1982, the Company has been involved in planning and preparation for plants
generating electricity or process steam to be fueled by scrap tires. The Company
may build such plants alone or in joint venture with others. During the past
fiscal year, the Company has concentrated its efforts on other aspects of its
business and has held only very preliminary discussions regarding the
possibility of construction of such plants. To date the Company has not built a
plant. However, with the current and projected acute energy shortage, management
now believes that this technology is timely and has an improved potential for
development.

The design, which the Company developed for these plants calls for scrap tires
to be shredded into hand sized pieces. The shredded tires are then burned in a
fluidized bed combustor to produce steam, which may be used for the generation
of electricity or may be used as process steam in nearby industrial plants.

Pyrolysis

The pyrolysis patents granted the Company has expired and the Company has
decided at this time no further research would be warranted. The Company
concluded that although the process worked the markets for such plants are
financially unfeasible at this time.

Patents, Trademarks and Proprietary Data

The Company has received two United States patents on the OTR Tire Disintegrator
System design. The patents expire in the year 2011, 2014 and 2018. One patent
has been issued in Canada that expires in 2015. Additional patents are pending
in the United States and Canada.

The Company does not hold patents on the plant and process to be used in
connection with its proposed electricity, co-generation plants or nuclear
remediation.

In connection with the Garbalizer Shredder design, the Company owns United
States patent number 4,927,088 that expired May 22, 2007 and Canadian patent
number 1,137,949 that expired December 21, 1999.

In addition to the above patents, the Company has the following patents which
relate to Tar Sand development:

Hydropulper & Classifier for Tar

Sand Application Patent No. 3,814,336

Improvement Patents for Tar Sands Patent No. 4,361,476

Process

The Company plans to exploit these patents if and when the board of directors of
the Company determines that the financing and timing is appropriate. It is not
expected that such exploitation will occur in the foreseeable future and
accordingly the patents have not been considered important to the Company's
immediate future.

Employees

The Company's CEO and CFO, John C. Brewer, and its Chief Engineer each devote 40
hours, or more, per week to the Company's business, as well as one additional
engineer. All additional work is performed on a sub-contract basis. UTTI
currently has no employees and has no plans to hire employees in the foreseeable
future.

Additional personnel will be required when the Company expands its business or
enters into agreements for construction of power plants, crumb rubber and OTR
plants. The Company does not anticipate problems in finding suitable additional
personnel.

The Company believes its relationship with its employees to be good.

The Company is not a party to any collective bargaining agreement.

Research and Development

During the fiscal years ended June 30, 2008 and 2007, the Company has not
expended any funds on research and development activities.

Environmental Regulation

Neither the Company nor UTTI believe that any of its activities result in
harmful discharge of pollutants in the air, water or soil.

Any power plants built by the Company in the future utilizing tires as fuel will
be required to comply with state and federal regulations regarding the discharge
of pollutants into the atmosphere. The Company believes that the plants can
comply with such regulations.


2. DESCRIPTION OF PROPERTY

The Company's executive offices are located at 1588 South Main Street under a
five year lease. The offices consist of approximately 2,400 square feet. The
premises are being leased from Utah Automobile Dealers Association, an unrelated
third party, on a monthly basis. UTTI leases space in Salt Lake City from a
third party to store its equipment and inventory pursuant to a month-to-month
lease.


3. LEGAL PROCEEDINGS

Not Applicable.


4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable.

PART II

5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

The Company's common stock is traded in the over-the-counter market. The
representative bid and asked quotations are posted on the National Association
of Securities Dealers OTC Bulletin Board under the symbol GARB. On August 2,
2002 there were approximately 568 holders of record of the common stock of the
Company and the Company believes there were approximately 1,000 beneficial
owners.

During the years ended June 30, 2008 and 2007, the stock was only sporadically
traded. The following table sets forth the range of high and low representative
bid quotations for the periods indicated.

Period

        (Fiscal Year)   High     Low

        2007
        1st Quarter     .06     .02
        2nd Quarter     .04     .02
        3rd Quarter     .05     .00
        4th Quarter     .05     .02

        2008
        1st Quarter     .04     .02
        2nd Quarter     .03     .02
        3rd Quarter     .03     .02
        4th Quarter     .04     .02

The foregoing over-the-counter quotations are inter-dealer quotations without
retail mark-ups, mark-downs or commissions and may not represent actual
transactions.

Dividends

No cash dividends have been paid by the Company in the past, and dividends are
not contemplated in the foreseeable future. Utah law currently prohibits the
payment of dividends since the Company's liabilities exceed its assets.
Dividends will be dependent directly upon the earnings of the Company, financial
needs, and other similar unpredictable factors. For the foreseeable future, it
is anticipated that any earnings that may be generated from the operations of
the Company will be used to finance the operations of the Company and dividends
will not be declared for shareholders. The Company is not subject to any
contractual restrictions on the payment of dividends.

Sales of Unregistered Securities

During the fiscal year ended June 30, 2007, 500,000 shares were issued for cash
and 27,316 shares were issued in payment of accounts payable by the Company.

6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Management is pursuing avenues of generating cash or revenues during the next
twelve months. The Company is pursuing sales of the crumb rubber plants on which
the Company would earn a commission. The Company is also attempting to interest
purchasers, or potential purchasers, of Garbalizer shredders in establishing
used and new tire marketing joint ventures. The Company continues to pursue the
licensing or leasing of the OTR Tire Disintegrator System. The Company is
exploring the synergies of its businesses - such as offering to joint venture a
UTTI-type operation with the purchaser of a crumb rubber plant. Management also
believes that with the new marketing strategies that are now implemented the
potential for machinery sales has increased. The Company is now in the process
of marketing commodities imported from China through its Minority Distributor,
Lone Willow, LLP of Virginia. The Company has submitted quotes for dry wall,
cement and other building materials to Lone Willow which Lone Willow will market
to users of such materials in the Eastern, North Eastern and South Eastern
United States. Because of its Minority status Lone Willow has an opportunity to
achieve a favorable position for sales to contractors involved in rebuilding in
Louisiana, Mississippi, Texas and other areas. Additional building materials and
other commodities are available to the Company from China if the Company and Its
Distributor are successful in marketing the commodities. If any of such possible
transactions occur, management believes that the Company would have sufficient
resources to operate for the next twelve months. There is no assurance that the
Company will be able to obtain cash flow from operations or to obtain additional
financing. If these are not available to the Company, the Company may not be
able to continue operations. While management remains hopeful that one or more
transactions will proceed, no assurances can be expressed as to the Company's
continuing viability in the absence of revenues. Substantially all of the
Company's existing liabilities, other than trade payables and deferred revenue,
are owed to the Company's Chief Financial Officer, John Brewer or other
shareholders of the Company. Current funding has come from operations and sales
and the Company is currently in negotiations with several investment sources for
equity investment in the company, which if successful, will satisfy long-term
operations and capital expenditures. There are no guarantees that such
negotiations will be successful.

Operating expenses for the Company have been paid in part from short-term
unsecured notes from shareholders. At June 30, 2008 the Company had a deficit in
working capital (current liabilities in excess of current assets) of $2,771,266.
The working capital deficit at June 30, 2007 was $2,421,710. The decrease in
working capital was caused by the continued accrual of salary, unearned revenue,
accounts payable for expenses, which the Company was unable to pay in cash and
additional short-term unsecured notes incurred as part of the assumption of GMC
liabilities.

Other than its short-term office lease and loans payable to affiliates and
non-related parties, the Company, excluding UTTI, is not subject to any material
commitments or capital expenditures. The start-up costs for UTTI were financed
with a loan in the principal amount of $165,000 from the minority shareholder of
UTTI, who is also an officer and director of UTTI. UTTI is obligated to its
minority owner in the principal amount of $165,000, plus interest. Such loan is
now due on demand. The Company also made advances to UTTI to pay its operating
expenses during its start-up phase.

When shredding machines are sold the company requires that 50% of the total
selling price be deposited with the company as protection against cancellation
of the sales contract. The company has access to these funds and uses them to
cover part of the manufacturing costs of the shredder. The company is also
required to give a deposit to the manufacturer of the shredder, at the time the
company contracts with the manufacturer to build a machine. When the machine is
finished and delivered to the buyer, it is completed and tested prior to
delivery. At the time of shipment the buyer is required to pay the balance due
on the sales contract. Because of the successful history of the company's
machine performance, the deposit requirement has not presented a problem in
sales. For one year the buyer has a warranty to cover performance of the
machine.

The Company received no revenue from sales during the current fiscal year.

The Company derived a loss from operations before other income (expense) during
the years ended June 30, 2008 and June 30, 2007 of $192,695 and $214,808,
respectively. Total expenses for 2008 were $192,695 compared to $214,808 in
2007. Salaries, wages, commissions and consulting fees were $118,157 for 2008
compared to $142,650 for 2007. Rental expenses were $16,200 in 2008 and $14,400
in 2007. Total expenses decreased primarily because of decreases in Salaries and
Wages. If more of the Company's plans for revenue producing activities come to
fruition, expenses will rise accordingly.

Net loss for the year ended June 30, 2008 was $349,805 compared to a net loss of
$374,869 in 2007. On a per share basis, the net loss for the year ended June 30,
2008 was ($0.02) compared to net loss of ($0.02) in 2007. Operating losses are
expected to continue until such time, if ever, as the Company receives
sufficient revenues from the sale of shredders, crumb rubber plants, the lease
or license of the OTR Tire Disintegrator System, or other operations. There is
no assurance that the Company will ever be profitable. The ongoing losses have
created substantial pressure on the Company's liquidity. The Company has had to
engage in less favorable borrowing arrangements with higher interest and
borrowing costs, to meet its cash flow requirements.

UTTI is 55% owned by the Company and operates at a loss. UTTI's losses have
exceeded the equity capital contributed by the minority shareholder. Therefore,
in preparing its consolidated statements of operations, the Company does not
adjust its consolidated net loss by the minority shareholder's interest in the
UTTI loss. For several years the tire repair equipment owned by UTTI has been
stored in facilities in Illinois for use by a company associated with Garb-Oil.
Consequently there has been no storage or rental expense related to the UTTI
tire repair equipment during this time. Current plans include use of this
machinery at facilities owned by a purchaser of one of the company's shredders.
Current negotiations are continuing regarding use of the tire repair machinery
and the company is incurring no storage costs during these negotiations.

During the year ended June 30, 2008, the Company had a net increase in cash of
$3,040. The primary sources of cash were from additional loans from financing
activities.

Newly Issued Accounting Pronouncements

In June 2008, the FASB issued FASB Staff Position Emerging Issues Task Force
(EITF) No. 03-6-1, Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities ("FSP EITF No. 03-6-1"). Under
FSP EITF No. 03-6-1, unvested share-based payment awards that contain rights to
receive nonforfeitable dividends (whether paid or unpaid) are participating
securities, and should be included in the two-class method of computing EPS. FSP
EITF No. 03-6-1 is effective for fiscal years beginning after December 15, 2008,
and interim periods within those years, and is not expected to have a
significant impact on the Company's financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007) ("SFAS 141R"),
"Business Combinations" and SFAS No. 160 ("SFAS 160"), "Noncontrolling Interests
in Consolidated Financial Statements, an amendment of Accounting Research
Bulletin No. 51". SFAS 141R will change how business acquisitions are accounted
for and will impact financial statements both on the acquisition date and in
subsequent periods. SFAS 160 will change the accounting and reporting for
minority interests, which will be recharacterized as noncontrolling interests
and classified as a component of equity. SFAS 141R and SFAS 160 are effective
for the Company beginning July 1, 2009. Early adoption is not permitted. The
Company is evaluating the impact these statements will have on its financial
statements.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities" an amendment of FASB Statement No. 13"
("SFAS 161"). SFAS 161 will enhance the current disclosure framework in SFAS No.
133 for derivative instruments and hedging activities. SFAS 161 is effective for
the Company beginning July 1, 2009. The Company anticipates that the adoption of
SFAS 161 will not have a material impact on its financial statements.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities". This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. We are currently assessing the impact of SFAS
No. 159 on our financial position and results of operations.

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans." This Statement requires
an employer to recognize the over funded or under funded status of a defined
benefit post retirement plan (other than a multiemployer plan) as an asset or
liability in its statement of financial position, and to recognize changes in
that funded status in the year in which the changes occur through comprehensive
income. SFAS No. 158 is effective for fiscal years ending after December 15,
2006. The adoption of SFAS No. 158 had no impact on our financial position and
results of operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measures". This
Statement defines fair value, establishes a framework for measuring fair value
in generally GAAP, expands disclosures about fair value measurements, and
applies under other accounting pronouncements that require or permit fair value
measurements. SFAS No. 157 does not require any new fair value measurements.
However, the FASB anticipates that for some entities, the application of SFAS
No. 157 will change current practice. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007, which for
us would be the fiscal year beginning April 1, 2008. We are currently evaluating
the impact of SFAS No. 157 but do not expect that it will have a material impact
on our financial statements.

In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements." SAB No. 108 addresses how
the effects of prior year uncorrected misstatements should be considered when
quantifying misstatements in current year financial statements. SAB No. 108
requires companies to quantify misstatements using a balance sheet and income
statement approach and to evaluate whether either approach results in
quantifying an error that is material in light of relevant quantitative and
qualitative factors. SAB No. 108 is effective for periods ending after November
15, 2006. The adoption of SAB No. 108 had no impact on our financial position
and results of operations.

7. FINANCIAL STATEMENTS

            [The remainder of this page was intentionally left blank]
<PAGE>


                  GARB OIL & POWER CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                                  June 30, 2008

C O N T E N T S


Report of Independent Public Accounting Firm.............................. F-3

Consolidated Balance Sheet................................................ F-4

Consolidated Statements of Operations..................................... F-6

Consolidated Statements of Stockholders' Equity (Deficit)................. F-7

Consolidated Statements of Cash Flows..................................... F-8

Notes to the Consolidated Financial Statements............................ F-9

<PAGE>

Report of Independent Public Accounting Firm

To the Stockholders
Garb Oil and Power Corporation and Subsidiaries
Salt Lake City, Utah

We have compiled the accompanying balance sheet of Garb Oil and Power
Corporation and Subsidiaries as of June 30, 2008, and the related consolidated
statements of operations, stockholders' equity (deficit), and cash flows for the
years ended June 2008 and 2007, in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants.

A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company is engaged in the
production and marketing of tire shredding machines as well as the marketing of
various types of tires. As discussed in Note 1 to the consolidated financial
statements, the Company's operating losses and lack of working capital raise
substantial doubt about its ability to continue as a going concern. Management's
plans concerning these matters are also described in Note 1. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ Cox & Riter

COX & RITER, CPA's
Salt Lake City, Utah
October 14, 2005

<PAGE>

                 GARB OIL & POWER CORPORATION AND SUBSIDIARIES


                           Consolidated Balance Sheet

                                     ASSETS

                                                                June 30,
                                                                  2008

CURRENT ASSETS

Cash                                                            $ 6,400
Prepaid expenses                                                    300
                                                                -------
Total Current Assets                                              6,700
                                                                =======

PROPERTY AND EQUIPMENT

Office equipment                                                 11,658
Building improvements                                             8,022
Less: accumulated depreciation                                  (19,680)
                                                                -------
Total Property and Equipment                                          -

TOTAL ASSETS                                                    $ 6,700
                                                                =======

              The accompanying notes are an integral part of these
                       consolidated financial statements.

<PAGE>

                 GARB OIL & POWER CORPORATION AND SUBSIDIARIES


                     Consolidated Balance Sheet (Continued)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                                June 30,
                                                                  2008

CURRENT LIABILITIES

Accounts payable and accrued expenses                          $ 53,192
Notes payable - Note 7                                          533,820
Notes payable - related parties - Note 3                        645,375
Accrued interest                                                644,913
Accrued interest - related parties - Note 3                      59,666
Wages payable                                                   837,000
                                                              ---------
Total Current Liabilities                                     2,777,966
                                                              ---------
Total Liabilities                                             2,777,966
                                                              ---------
COMMITMENT & CONTINGENCIES (NOTE 5)

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock; (no par value) 80,000,000 shares
authorized; 22,899,098 shares outstanding                     2,942,635

Accumulated deficit                                          (5,713,901)
                                                            -----------
Total Stockholders' Equity (Deficit)                         (2,771,266)
                                                            -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        $     6,700
                                                            ===========

              The accompanying notes are an integral part of these
                       consolidated financial statements.
<PAGE>

GARB OIL & POWER CORPORATION AND SUBSIDIARIES


                      Consolidated Statements of Operations

                                                For the Years Ended
                                                        June 30,

                                                    2008          2007

SALES

Shredder sales                                     $      -       $        -
Other sales                                               -                -
                                                   --------       ----------
Total Revenues                                            -                -
                                                   --------       ----------

COST OF SALES

Cost of shredders                                         -                -
Other direct costs                                      557                -
                                                   --------       ----------
Total Cost of sales                                       -                -
                                                   --------       ----------
GROSS LOSS                                             (557)               -

EXPENSE

Salary and wages                                    118,157          141,960
Consulting fees                                           -                -
Sales commissions                                         -              690
Office                                                2,494              754
Rent                                                 16,200           14,400
Telephone                                             4,268            3,904
Professional fees                                    27,887           26,908
Insurance                                             9,715            9,326
Taxes and licenses                                    6,296            6,066
Travel and entertainment                                512              535
Advertising                                             950                -
Depreciation                                              -              248
Repairs and maintenance                                 318              259
Other                                                 5,650            9,768
                                                   --------       ----------
Total Expenses                                      192,447          214,808
                                                   --------       ----------

OPERATING (LOSS)                                   (193,004)        (214,808)

OTHER INCOME (EXPENSES)

Interest expense                                   (157,110)        (138,514)
Stock options expense                                     -           (1,000)
Gain on release of debt                                   -                -
Loss on write-off of assets                               -          (20,547)
Bad debt expense                                          -                -
                                                   --------       ----------
Total Other Income (Expense)                       (157,110)        (160,061)
                                                   --------       ----------

NET LOSS                                        $  (350,114)      $ (374,869)

BASIC LOSS PER SHARE                            $     (0.02)      $    (0.02)

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                             22,741,378       22,741,378


              The accompanying notes are an integral part of these
                       consolidated financial statements.

<PAGE>
<TABLE>
<CAPTION>


                  GARB OIL & POWER CORPORATION AND SUBSIDIARIES

            Consolidated Statements of Stockholders' Equity (Deficit)

                                               Common Stock               Accumulated        Treasury Stock
                                          Shares           Amount           Deficit       Shares       Amount

<S>                                     <C>               <C>             <C>              <C>       <C>
Balance, June 30, 2006                  22,371,782        2,915,542       (4,988,918)        -            -

Stock options issued                             -            1,000                -         -            -

Shares issued to pay
  accounts payable                          27,316            1,093                -         -            -

Shares issued for cash                     500,000           25,000                -         -            -

Net loss for the year ended
  June 30, 2007                                  -                -         (374,869)        -            -

Balance, June 30, 2007                  22,899,098      $ 2,942,635     $ (5,363,787)        -       $    -

Net loss for the year ended
  June 30, 2008                                  -                -         (350,114)        -            -

Balance, June 30, 2007                  22,899,098      $ 2,942,635     $ (5,713,901)        -       $    -

</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.

<PAGE>


                  GARB OIL & POWER CORPORATION AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                                                         For the Years Ended
                                                               June 30,
                                                           2008         2007

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                                $ (350,114)  $ (374,869)
Adjustments to reconcile net loss to net cash
  provided (used) in operating activities:

Depreciation                                                     -          249
Common stock issued for loan fees                                -            -
Common stock issued for services                                 -            -
Options issued for interest expense                              -        1,000
Options issued for services                                      -            -

Changes in current assets and liabilities:

Prepaid expenses                                               143         (143)
Work in progress                                                 -            -
Inventory                                                        -       20,547
Accounts payable and accrued expenses                        2,047       (3,006)
Customer deposits                                                -            -
Accrued payroll                                             48,000       71,800
Accrued interest payable and accrued
  interest payable-related party                           132,225      123,176

Net Cash (Used) by Operating Activities                   (167,699)    (161,246)

CASH FLOWS FROM INVESTING ACTIVITIES

Write off of misclassified fixed asset                         558            -

Net Cash Provided by Investing Activities                      558            -

             CASH FLOWS FROM FINANCING ACTIVITIES

Bank overdraft                                                   -       (1,656)
Common stock issued for cash                                     -       25,000
Proceeds from notes payable-related party                  170,181      136,262
Proceeds from notes payable                                      -        5,000
Payment of notes payable                                         -            -
Net Cash Provided by Financing Activities                  170,181      164,606

NET INCREASE (DECREASE) IN CASH                              3,040        3,360

NET CASH AT BEGINNING OF PERIOD                              3,360            -

NET CASH AT END OF PERIOD                                $   6,400     $  3,360

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for interest                                   $  25,089     $ 15,357
Cash paid for income taxes                               $       -     $      -


              The accompanying notes are an integral part of these
                       consolidated financial statements.


<PAGE>

                 GARB OIL & POWER CORPORATION AND SUBSIDIARIES


                   Notes to Consolidated Financial Statements

                             June 30, 2008 and 2007

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

a. Organization

Garb Oil & Power Corporation (Garb Oil) is a majority owned subsidiary of
Garbalizer Corporation of America and was dormant at January 13, 1981. Since
January 14, 1981, Garb Oil had been considered to be in the development stage.
Development stage activities have consisted of raising capital, purchasing
property and developing technology related to production of electricity by the
burning of used rubber, pyrolysis (extraction of oil, carbon, and steel from
used tires), the recovery of used rubber from large off-the-road tires and
repair and sale of used truck tires. The Company exited the development stage on
June 30, 2004.

The accompanying consolidated financial statements include Garb Oil and its
wholly-owned subsidiary, Rialto Power Corporation (which was dissolved by the
State of California), and its 55% owned subsidiary, Utah Truck Tire, Inc.; which
are collectively referred to as the Company. The following is a summary of the
significant accounting policies.

b. Use of Estimates

The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

c. Basis of Presentation - Going Concern

The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the ordinary course of business. As shown in the consolidated
financial statements, during the years ended June 30, 2008 and 2007, the Company
has incurred a net loss of $349,805 and $374,869, respectively, and as of June
30, 2008, the Company's accumulated deficit was $5,713,592. These factors, among
others, indicate that the Company may be unable to continue as a going concern
for a reasonable period of time. The consolidated financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amount and classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.
The Company's ability to continue as a going concern is dependent upon its
ability to generate sufficient cash flows to meet its obligations on a timely
basis, to obtain additional financing as may be required, and ultimately to
attain successful operations. Management is continuing its efforts to obtain the
necessary financing as may be required to generate sufficient cash flows for
future operations. The company sells tire shredders and sold one machine in the
prior fiscal year. The Company also imports new tires from China to be sold
through Black Minority Distributors. The company has imported and sold two
orders of new tires for a total of $305,400 in recent years. A new scrap-tire
processing machine owned by the company is being developed in China and the
pilot model has yet to be completed. In the Business Description section of the
10KSB report the machine is described and discussed as the

<PAGE>

                  GARB OIL & POWER CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                             June 30, 2008 and 2007

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
         (Continued)

OTR Disintegrator machine to process large Off the Road Tires used in the
mining, road construction and related industries. There are hundreds of millions
of these large scrap tires stored worldwide at various mining sites that can be
recycled if the machine proves successful when completed and tested. Currently
there are no machines available that are capable of processing these large
tires. Current plans to utilize this machine have been made by the company to
sell or lease the machines with a continuing royalty to be paid the company each
year for a seven-year period. Representatives of the company have contacted the
companies who have the stockpiled OTR scrap tires and have received much
interest and indications that the companies would like to become involved when
the machines are ready for operation.

d. Principles of Consolidation

The consolidated financial statements include the accounts of Garb Oil and its
subsidiaries. All significant intercompany accounts and transactions have been
eliminated in consolidation. The Company has recognized all of the losses of
Utah Truck Tire in its statement of operations, with no offset to minority
interest.

e. Property and Equipment

Property and equipment is recorded at cost and is depreciated using the
straight-line method based on the expected lives of the assets which range from
five to ten years. Depreciation expense for the years ended June 30, 2008 and
2007, was $0 and $249, respectively.

The Company records impairment losses when indicators of impairment are present
and undiscounted cash flows estimated to be generated by those assets are less
than the assets' carrying amount.

f. Revenue Recognition

Revenue is recognized when the sales amount is determined, shipment of goods to
the customer has occurred, and collection is reasonably assured. The sales
recorded in 2006 were to single customers.

g. Advertising Costs

The Company expenses all advertising costs as incurred. Advertising expense was
$950 and $0 for the years ending June 30, 2008 and 2007, respectively.

h. Income Taxes

The Company recognizes the amount of income taxes payable or refundable for the
current year and recognizes deferred tax assets and liabilities for the future
tax consequences attributable to differences between the financial statement
amounts of certain assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years those temporary differences are
expected to be recovered or settled. Deferred

<PAGE>

                  GARB OIL & POWER CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                             June 30, 2008 and 2007

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
         (Continued)

tax assets are reduced by a valuation allowance to the extent that uncertainty
exists as to whether the deferred tax assets will ultimately be realized.

i. Basic Income (Loss) Per Share

The following is an illustration of the reconciliation of the numerators and
denominators of the basic loss per share calculation:

                                                 For the Years Ended
                                                       June 30,
                                                   2008         2007

Net income (loss) (numerator)                $   (350,114)   $   (374,869)
Weighted average shares outstanding
  (denominator)                                22,741,378      22,741,378
Basic income (loss) per share                $      (0.02)   $      (0.02)

j. Financial Instruments

Cash equivalents include highly liquid short-term investments with original
maturities of three months or less, readily convertible to known amounts of
cash. The amounts reported as cash, prepaid expenses, trade accounts payable and
notes payable to related parties are considered to be reasonable approximations
of their fair values. The fair value estimates presented herein were based on
market information available to management as of June 30, 2008. The use of
different market assumptions and/or estimation methodologies could have a
material effect on the estimated fair value amounts. The reported fair values do
not take into consideration potential expenses that would be incurred in an
actual settlement.

k. Concentration of Credit Risk

The Company maintains cash in federally insured bank accounts. At times these
amounts exceed insured limits. The Company does not anticipate any losses from
these deposits.

l. Newly Issued Accounting Pronouncements

In June 2008, the FASB issued FASB Staff Position Emerging Issues Task Force
(EITF) No. 03-6-1, Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities ("FSP EITF No. 03-6-1"). Under
FSP EITF No. 03-6-1, unvested share-based payment awards that contain rights to
receive nonforfeitable dividends (whether paid or unpaid) are participating
securities, and should be included in the two-class method of computing EPS. FSP
EITF No. 03-6-1 is effective for fiscal years beginning after December 15, 2008,
and interim periods within those years, and is not expected to have a
significant impact on the Company's financial statements.

<PAGE>

                  GARB OIL & POWER CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                             June 30, 2008 and 2007

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
         (Continued)

In December 2007, the FASB issued SFAS No. 141 (revised 2007) ("SFAS 141R"),
"Business Combinations" and SFAS No. 160 ("SFAS 160"), "Noncontrolling Interests
in Consolidated Financial Statements, an amendment of Accounting Research
Bulletin No. 51". SFAS 141R will change how business acquisitions are accounted
for and will impact financial statements both on the acquisition date and in
subsequent periods. SFAS 160 will change the accounting and reporting for
minority interests, which will be recharacterized as noncontrolling interests
and classified as a component of equity. SFAS 141R and SFAS 160 are effective
for the Company beginning July 1, 2009. Early adoption is not permitted. The
Company is evaluating the impact these statements will have on its financial
statements.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities--an amendment of FASB Statement No. 13"
("SFAS 161"). SFAS 161 will enhance the current disclosure framework in SFAS No.
133 for derivative instruments and hedging activities. SFAS 161 is effective for
the Company beginning July 1, 2009. The Company anticipates that the adoption of
SFAS 161 will not have a material impact on its financial statements.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities". This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. We are currently assessing the impact of SFAS
No. 159 on our financial position and results of operations.

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans." This Statement requires
an employer to recognize the over funded or under funded status of a defined
benefit post retirement plan (other than a multiemployer plan) as an asset or
liability in its statement of financial position, and to recognize changes in
that funded status in the year in which the changes occur through comprehensive
income. SFAS No. 158 is effective for fiscal years ending after December 15,
2006. The adoption of SFAS No. 158 had no impact on our financial position and
results of operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measures". This
Statement defines fair value, establishes a framework for measuring fair value
in generally GAAP, expands disclosures about fair value measurements, and
applies under other accounting pronouncements that require or permit fair value
measurements. SFAS No. 157 does not require any new fair value measurements.
However, the FASB anticipates that for some entities, the application of SFAS
No. 157 will change current practice. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007, which for
us would be the fiscal year beginning April 1, 2008. We are currently evaluating
the impact of SFAS No. 157 but do not expect that it will have a material impact
on our financial statements.

<PAGE>

                 GARB OIL & POWER CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                             June 30, 2008 and 2007

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
         (Continued)

In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements." SAB No. 108 addresses how
the effects of prior year uncorrected misstatements should be considered when
quantifying misstatements in current year financial statements. SAB No. 108
requires companies to quantify misstatements using a balance sheet and income
statement approach and to evaluate whether either approach results in
quantifying an error that is material in light of relevant quantitative and
qualitative factors. SAB No. 108 is effective for periods ending after November
15, 2006. The adoption of SAB No. 108 had no impact on our financial position
and results of operations.

m. Accounts Receivable

Trade accounts receivable are carried at original invoice amount less an
estimate made for doubtful accounts. Management of the Company determines the
allowance for doubtful accounts by identifying potential troubled accounts and
by using historical experience and future expectations applied to an aging of
accounts. Trade accounts receivable are written off when deemed uncollectible.
Recoveries of trade accounts receivable previously written off are recorded as
income when received.

n. Inventories

Inventories consist of raw materials and parts and are stated at the lower of
cost or market, with cost determined using primarily the first-in-first-out
(FIFO) method. Work-in-process inventories consist of shredders which have not
been delivered in a completed status to customers.

o. Income Taxes

Deferred income taxes are provided using the liability method whereby deferred
tax assets are recognized for deductible temporary differences and operating
loss and tax credit carryforwards and deferred tax liabilities are recognized
for taxable temporary differences. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax bases.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of the changes in tax laws and rates of the date of
enactment.

When tax returns are filed, it is highly certain that some positions taken would
be sustained upon examination by the taxing authorities, while others are
subject to uncertainty about the merits of the position taken or the amount of
the position that would be ultimately sustained. The benefit of a tax position
is recognized in the financial statements in the period during which, based on
all available evidence, management believes it is more likely than not that the
position will be sustained upon examination, including the resolution of appeals
or litigation processes, if any. Tax positions taken are not offset or
aggregated with other positions. Tax positions that meet the
more-likely-than-not recognition threshold are measured as the largest amount of
tax benefit that is more than 50 percent likely of being realized upon
settlement with the applicable taxing

<PAGE>

                  GARB OIL & POWER CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                             June 30, 2008 and 2007

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
         (Continued)

authority. The portion of the benefits associated with tax positions taken that
exceeds the amount measured as described above is reflected as a liability for
unrecognized tax benefits in the accompanying balance sheet along with any
associated interest and penalties that would be payable to the taxing
authorities upon examination.

Interest and penalties associated with unrecognized tax benefits are classified
as additional income taxes in the statement of income.

NOTE 2 - UTAH TRUCK TIRE, INC.

Utah Truck Tire, Inc. was formed May 20, 1994, and on May 24, 1994, the Company
was issued 55% (55 shares) of the outstanding shares of Utah Truck Tire, Inc. in
exchange for the Company's experience, expertise and reputation in dealing with
tire and rubber products. The remaining 45% (45 shares) was issued to a director
of Utah Truck Tire, Inc. for a commitment to loan Utah Truck Tire, Inc.
$150,000. Utah Truck Tire, Inc. is currently dormant, having no revenues and
incurring minimal expenses during the years ended June 30, 2008 and 2007. Utah
Truck Tire, Inc. was primarily in the business of selling retread diesel truck
tires.

NOTE 3 - RELATED PARTY TRANSACTIONS

The Company executed an employment agreement with its then President, currently
its CEO, on May 1, 1986. The agreement is of a continuing nature and specifies
no date of termination. Under the terms of the agreement, the CEO's salary was
stated at $48,000 per year and is reviewed by the Board of Directors annually.
The salary amount in the previously executed employment agreement did not change
after the officer's change in title. As of June 30, 2008 and 2007, the current
CEO was owed accrued salary of $792,000 and $744,000, respectively.

The company also executed an employment agreement with its President on January
9, 2006. The agreement is for one year with an annual salary of $45,000. As of
June 30, 2008 and 2007, President was owed accrued salary of $45,000 and
$45,000, respectively.

During the years ended June 30, 2008 and 2007, notes payable-related parties
increased $170,181 and $117,169, respectively. The changes are due to additional
proceeds from notes payable.

Accounts payable and notes payable to related parties consisted of the following
at June 30, 2008:

Accounts payable to a related party, due on demand,
  no interest, unsecured                                         $ 180,000

Accounts payable to a related party, due on demand,
  variable interest, unsecured                                     253,937



<PAGE>

                  GARB OIL & POWER CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                             June 30, 2008 and 2007

NOTE 3 - RELATED PARTY TRANSACTIONS (continued)

Notes payable to a related party, due on demand, plus
  interest at 18% per annum, unsecured                             173,075

Note payable to a related party, due on demand, plus
  interest at 8% per annum, unsecured                               30,000

Note payable to a related party, due on demand, plus
  interest at 5% per month, unsecured                               12,363

                                                                   649,375

Less: Current Portion                                              (649,375)

Long-Term Notes Payable to Related Parties                       $        -

The aggregate principal maturities of notes payable to related parties are as
follows:

                                            Year Ended
                                              June 30,             Amount

                                                2009              $ 649,375
                                                2010                      -
                                                2011                      -
                                                2012                      -
                                 2013 and thereafter                      -
                                                                  ----------
                                               Total              $ 649,375
                                                                  ==========


As of June 30, 2008 and 2007, accrued interest related to the related party
notes payable was $59,666 and $25,360, respectively. Interest expense related to
the related party notes payable for the years ended June 30, 2008 and 2007 was
$59,395 and $30,299, respectively. Significant reclassifications of related
party notes occurred during the current year.

NOTE 4 - INCOME TAXES

Effective January 1, 2007 we adopted FASB Interpretation No.48, "Accounting for
Uncertainty in Income Taxes, an interpretation of FASB Statement 109 "("FIN 48")
which clarifies the accounting for uncertainty in income taxes recognized in
accordance with SFAS No. 109, " Accounting for Income Taxes ." FIN 48 is a
comprehensive model for how a company should recognize, measure, present, and
disclose in its financial statements uncertain tax positions that the company
has taken or expects to take on a tax return. If an income tax position exceeds
a more likely than not (greater than 50%) probability of success upon tax audit,
the company will recognize an income tax benefit in its financial statements.
Additionally, companies are required to accrue interest and related penalties,
if applicable, on all tax exposures consistent with jurisdictional tax laws. We
did not have any unrecognized tax benefits and there was no effect on our
financial condition or results of operations as a result of implementing FIN 48.
We file income tax returns in the U.S. federal and state of Utah jurisdictions.
We are no

<PAGE>

                  GARB OIL & POWER CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                             June 30, 2008 and 2007

NOTE 4 - INCOME TAXES (Continued)

longer subject to tax examinations for years before 2004. We do not believe
there will be any material changes in our unrecognized tax positions over the
next 12 months. Our policy is that we recognize interest and penalties accrued
on any unrecognized tax benefits as a component of income tax expense. As of the
date of adoption of FIN 48, we did not have any accrued interest or penalties,
associated with any unrecognized tax benefits, nor was any interest expense
recognized during the period. Our effective tax rate differs from the federal
statutory rate primarily due to non-deductible expenses and is offset somewhat
by state tax credits.

Deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment. Net deferred
tax liabilities consist of the following components as of June 30, 2008 and
2007.


                                                        2008             2007

Deferred tax assets:

NOL carryover                                       $ 1,365,000     $ 1,136,400
Related parties                                         233,100         223,200
Accrued wages                                           326,400         307,700
Capital carryover                                             -               -

Deferred tax liabilities:

Depreciation                                                  -               -
Valuation allowance                                  (1,924,500)     (1,667,300)
Net deferred tax asset                              $         -     $         -

The income tax provision differs from the amount of income tax determined by
applying the U.S. federal and state income tax rates of 39% to pretax income
from continuing operations for the years ended June 30, 2008 and 2007 due to the
following:

                                                        2008             2007

Book income                                         $  (136,173)    $  (146,199)
Stock for services                                            -             390
Meals and entertainment                                     100              45
Other                                                       363           8,013
Valuation allowance                                     135,710         137,751
                                                    -----------     -----------
                                                    $         -     $         -
                                                    ===========     ===========

At June 30, 2007, the Company had net operating loss carryforwards of
approximately $3,154,500 that may be offset against future taxable income

<PAGE>

                  GARB OIL & POWER CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                             June 30, 2008 and 2007

NOTE 4 - INCOME TAXES (Continued)

from the year 2007 through 2027. No tax benefit has been reported in the June
30, 2008 financial statements since the potential tax benefit is offset by a
valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carryforwards for Federal income tax reporting purposes are
subject to annual limitations. Should a change in ownership occur, net operating
loss carryforwards may be limited as to use in future years.

NOTE 5 - COMMITMENTS

The Company executed an employment agreement with its then President, currently
its CEO, on May 1, 1986. The agreement is of a continuing nature and specifies
no date of termination. Under the terms of the agreement, the CEO's salary was
stated at $48,000 per year and is reviewed by the Board of Directors annually.
The salary amount in the previously executed employment agreement did not change
after the officer's change in title. As of June 30, 2008 and 2007, the current
CEO was owed accrued salary of $792,000 and $744,000, respectively.

The company also executed an employment agreement with its President on January
9, 2006. The agreement was for one year with an annual salary of $45,000. As of
June 30, 2008 and 2007, the President was owed accrued salary of $45,000 and
$45,000, respectively.

NOTE 6 - OPERATING LEASES

The Company shares office space with Garbalizer Corporation of America and
Commodities Trading Corporation under a lease agreement on a month-to-month
basis. The Company also leases facilities on a month-to-month basis. Rental
expense relating to these operating leases was $16,200 and $14,400 for the years
ended June 30, 2008 and 2007, respectively.

NOTE 7 - NOTES PAYABLE

During the years ended June 30, 2008 and 2007, notes payable decreased $5,000
and increased $23,000, respectively. The changes are due to payments of and
proceeds from additional notes payable, as well as reclassifications of note
payable balances.

Notes payable consisted of the following at June 30, 2008:

Note payable, due on demand, plus interest
at 12% per annum, unsecured.                                 $ 68,493

Note payable, due on demand, plus interest
at 12% per annum, unsecured.                                  165,000

Notes payable, due on demand, plus interest
at 10% per annum, unsecured.                                   20,000


<PAGE>

                  GARB OIL & POWER CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                             June 30, 2008 and 2007

NOTE 7 - NOTES PAYABLE (Continued)

Note payable, due on demand, plus interest at $500 per
week, secured by sales contract and officer guarantee.         53,000

Note payable, due on demand, 12% interest, one time
loan fee of $33,000, unsecured.                                28,000

Note payable, due on demand, plus interest
at 18% per annum, secured by company stock
owned by stockholder.                                         129,327

Note payable, due January 6, 2007, one time loan fee of
one million shares, secured by all company assets including
future sales of cement and urea by a related company.          50,000

Note payable, due August 1, 2006, 18% interest, one time
loan fee of $2,500, secured by all company assets.             10,000

Note payable, due July 26, 2006, no interest,
one time loan fee of $500, unsecured.                           5,000

Note payable, due September 5, 2006, plus interest
at 5% per month, unsecured.                                     2,250

Note payable, due September 5, 2006, plus one time loan
fee of 100,000 stock options and interest at 5% per month,
unsecured.                                                      2,750
                                                            ---------
                                                              533,820

Less: Current Portion                                        (533,820)

Long-Term Notes Payable                                     $       -

The aggregate principal maturities of notes payable are as follows:

                                 Year Ended
                                  June 30,              Amount

                                    2009               $ 533,820
                                    2010                       -
                                    2011                       -
                                    2012                       -
                     2013 and thereafter                       -
                                                       ---------
                                   Total               $ 533,820
                                                       =========


As of June 30, 2007 and 2006, accrued interest related to notes payable was
$546,994 and $434,440, respectively. Interest expense related to notes payable

<PAGE>

                  GARB OIL & POWER CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                             June 30, 2008 and 2007

NOTE 7 - NOTES PAYABLE (Continued)

for the years ended June 30, 2007 and 2006 was $109,215 and $109,281,
respectively. Significant differences are due to reclassifications between
related and non-related party notes payable.

NOTE 8 - STOCK OPTIONS

The Company estimates the fair value of options and warrants using the
Black-Scholes Option Price Calculation, which requires various judgmental
assumptions including estimated stock price volatility, forfeiture rates, and
expected life. Our computation of expected volatility is based on a combination
of historical and market-based implied volatility. Our calculation of the fair
market value of each option award on the date of grant, using the Black-Scholes
option-pricing model, used the following assumptions for the options granted
during July of 2006:

        Risk-free interest rate 5.31%
        Expected life in years 0.50
        Dividend yield 0.00
        Expected volatility 113.973%

A summary of the status of the Company's stock option plans as of June 30, 2008
and changes during the year is presented below:

                                                               Weighted Average
                                                      Options    Exercise Price


Outstanding option at June 30, 2006                    200,000       $ 0.250


Granted                                                100,000         0.075

Cancelled / Expired                                  (300,000)         0.192

Exercised                                                    -             -


Outstanding, June 30, 2007                                   -       $  0.00


Exercisable, June 30, 2007                                   -       $  0.00

8. CHANGES IN ACCOUNTANTS AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable except as previously reported.


8A. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures:

Our CEO, after evaluating the effectiveness of our "disclosure controls and
procedures" (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), has
concluded that, as of June 30, 2008 our disclosure controls and procedures
contained significant internal control weaknesses that, in the aggregate,
represent material weaknesses.

(b) Management's Annual Report on Internal Control Over Financial Reporting:

In connection with the preparation of our financial statements for the year
ended June 30, 2007, certain significant internal control deficiencies became
evident to management that, in the aggregate, represent material weaknesses,
including,

i. Lack of a control environment that sufficiently promotes effective internal
control over financial reporting throughout the management structure;

ii. Lack of independent directors for our audit committee;

iii. Lack of control processes for recording and approving journal entries;

iv. Insufficient policies and procedures over various financial statement areas;

v. Lack of an audit committee financial expert;

vi. Insufficient segregation of duties, and

vii. Insufficient corporate governance policies.

As part of the communication by HJ & Associates, LLC, or HJ, with our management
with respect to HJ's audit procedures for fiscal 2006, HJ informed management
that these deficiencies constituted material weaknesses, as defined by Auditing
Standard No. 2, "An Audit of Internal Control Over Financial Reporting Performed
in conjunction with an Audit of Financial Statements," established by the Public
Company Accounting Oversight Board, or PCAOB

There have been no significant changes in the registrant's internal controls or
in other factors that could significantly affect the internal controls
subsequent to the date the registrant completed its evaluation.

8B. OTHER INFORMATION

None

PART III

9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT; COMPLIANCE WITH SECTION
16(A) OF THE EXCHANGE ACT.

The term of office of each director is one (1) year or until his successor is
elected at the Company's annual meeting and qualified. The term of office for
each officer of the Company is at the pleasure of the Board of Directors. The
Board of Directors has no nominating, auditing or compensation committee.

The following table sets forth the names, ages, and positions with the Company
of the directors and officers of the Company.

Name                  Age             Position
---------            -----            ------------

John C. Brewer         85             CEO, CFO, Chairman of the
                                      Board of Directors Directors and Director

Matthew G. Shepard     33             President

Bill Vee Anderson      56             Vice-President and Director

John C. Brewer had been the President and a director of the Company since
January, 1981, and from 1972 until January, 1981 was President and a director of
the Company's predecessor Garb-Oil Corporation. Mr. Brewer also serves as
president, chairman of the board of directors and a director of Garbalizer
Corporation of America which is a major shareholder of the Company. Mr. Brewer
devotes approximately 40 hours per week to the Company as well as additional
time to his other business interests. On January 13, 2006, the Board of
Directors appointed Matthew G. Shepard President and director, retaining Mr.
Brewer as its CEO. Bill Vee Anderson has been Vice President and a director of
the Company since September 1993. He has been employed by the Company as a
design engineer since February 1990. Prior to joining the Company, Mr. Anderson
spent five years as a design engineer at Sperry Univac. Prior to that, he was a
design engineer with Bell Telephone Laboratories. Mr. Anderson declared personal
bankruptcy in July, 1992 and agreed to a payment plan whereby his creditors have
been or will be paid the full amount of his indebtedness.

Compliance With Section 16(a)

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten-percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.

To the Company's knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, during the fiscal year ended June 30, 2007 all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten-percent
beneficial owners were complied with.

ITEM 10. EXECUTIVE COMPENSATION

There is shown below information concerning the compensation of the Company's
chief executive officer for the fiscal year ended June 30, 2008. Compensation
for the other highly compensated executive officers is not required nor
presented as no such executive officer's salary and bonus exceeded $100,000.

SUMMARY COMPENSATION TABLE

Annual Compensation

Name and Principal Position        Fiscal Year       Salary ($)

John C. Brewer, CEO & CFO             2008             $48,000
                                      2007              48,000

No officer received any form of non-cash compensation from the Company in the
fiscal year ended June 30, 2008 or currently receives any such compensation. The
Company does provide medical insurance to Mr. Brewer.

The Company executed an employment agreement with its then President, currently
its CEO, on May 1, 1986. The agreement is of a continuing nature and specifies
no date of termination. Under the terms of the agreement, the CEO's salary was
stated at $48,000 per year and is reviewed by the Board of Directors annually.
The salary amount in the previously executed employment agreement did not change
after the officer's change in title.

The company also executed an employment agreement with its President on January
9, 2006. The agreement was for one year with an annual salary of $45,000. As of
June 30, 2008 and 2007, the former President was owed accrued salary of $45,000
and $45,000, respectively

All or substantially all of such compensation is currently being accrued rather
than paid in cash.

Other than as set forth above the Company has no employment agreement with any
of its officers or directors and has no retirement, profit sharing, pension or
insurance plans covering them.

11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER
MATTERS

The following table sets forth certain information with respect to the
beneficial ownership of the Company's common stock as of June 30, 2008, (i) each
person known by the Company to own more than five percent (5%) of the Company's
outstanding stock, (ii) each director of the Company and (iii) all officers and
directors as a group.


Name and Address                           Amount             Percent of Class

Garbalizer Corporation                    9,788,291                   42.7%
of America (Notes 1, 3 & 4)
Newhouse Office Building, Suite 507
Salt Lake City, Utah

Ralph C. Alexander                          943,343                    4.1%
152 Hall Street
Spartanburg, South Carolina

A/S Parkveien 55                          1,050,000                    4.6%
c/o Hoegh Invest A/S (Note 2)
P.O. Box 2416 Solli
0202 Oslo 2, Norway

LTD II Enterprises                        1,000,000                    4.4%
1209 W 1800 N
Lehi, Utah

Bill Anderson                               306,000                    1.3%
Newhouse Office Building, Suite 507
Salt Lake City, Utah

Commodities Trading Corporation             500,000                    2.2%
1588 S. Main St. (Note 1)
Salt Lake City, Utah

All directors and                        10,594,291                   46.3%
officers as a group
(3 entities; Garbalizer, Commodities
Trading and Bill Anderson - see
notes 1, 3 & 4)

(1) John C. Brewer beneficially owns 98% of the outstanding common stock of
Garbalizer Corporation of America ("GCA"). John Brewer also owns 100% of the
outstanding common stock of Commodities Trading Corporation ("CTC").

(2) In September, 1988 A/S Parkveien 55 filed a Schedule 13D stating its
beneficial ownership of 1,800,000 shares owned of record and beneficially by it.
The Schedule 13D also indicates that an additional 478,000 shares (3.3% of the
class) were beneficially owned by two Norwegian corporations having common
control or ownership with A/S Parkveien 55. During a prior fiscal year,
1,500,000 shares held of record by A/S Parkveien 55 at the time of the Schedule
13D filing were transferred of record to Christiana Bank, Oslo, Norway and
neither A/S Parkveien 55 nor the other corporations listed on the Schedule 13D
currently own shares of record. A/S Parkveien 55 did not inform the Company of a
change in beneficial ownership as result of such change in record ownership and
the table therefore reflects beneficial ownership stated in the Schedule 13D as
adjusted for subsequent sales by Christiana Bank.

(3) Consists of 9,788,291 shares held by GCA in which Mr. Brewer may be deemed
to share beneficial ownership as a result of his position as a director and
principal shareholder of GCA.

(4) Consists of 9,788,291 shares held by GCA in which Mr. Laver may be deemed to
share beneficial ownership as a result of his position as a director of GCA, and
20,746 shares owned of record by Mr. Laver.

The Company is unaware of any arrangements which may result in a change in
control of the Company.


12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company executed an employment agreement with its CEO and President on May
1, 1986. The agreement is of a continuing nature and specifies no date of
termination. Under the terms of the agreement, the CEO and President's salary is
$48,000 per year and is reviewed by the Board of Directors annually. As of June
30, 2008 and 2007, the CEO was owed accrued salary of $792,000 and $744,000,
respectively.

During the years ended June 30, 2008 and 2007, notes payable - related parties
increased $175,181 and $117,169, respectively. The changes are due to
reclassifications of notes payable and to proceeds from additional notes
payable. Some payments were made on notes payable and additional funds were
borrowed during the years ended June 30, 2008 and 2007.

Accounts payable and notes payable to related parties consisted of the following
at June 30, 2008:

Accounts payable to a related party, due on
demand, no interest, unsecured                                   $ 180,000

Accounts payable to related parties, due on
demand, variable interest, unsecured                               258,937

Note payable to a related party, due on demand,
plus interest at 18% per annum, unsecured.                         173,075

Note payable to a related party, due on demand,
plus interest at 8% per annum, unsecured.                           30,000

Note payable to a related party, due on demand,
plus interest at 5% per month, unsecured.                           12,363
                                                                 ---------
                                                                 $ 654,375
                                                                 =========

As of June 30, 2008 and 2007, accrued interest related to the related party
notes payable was $59,666 and $25,360, respectively. Interest expense related to
the related party notes payable for the years ended June 30, 2008 and 2007 was
$59,395 and $30,299, respectively.

13. EXHIBITS

a. The following financial statements and schedules are filed herewith.

Garb Oil & Power Corporation

Consolidated Balance Sheet - June 30, 2008.

Consolidated Statements of Operations - For the Years Ended June 30, 2008 and
2007.

Consolidated Statements of Stockholders' Equity (Deficit) - For the Years Ended
June 30, 2008 and 2007.

Consolidated Statements of Cash Flows For the
Years Ended June 30, 2008 and 2007.

b. The following exhibits are filed herewith or incorporated herein by
reference. The SEC No. refers to the Exhibit Table in Item 601 of Regulation
S-B.


Section    Exhibit
  No.         No.      Description                          Location
-------    -------  ------------------------- -------------------------------

   3         3.1    Articles of Incorporation   Exhibit 3.1 of Registration
                                                (as amended) Statement on Form
                                                10, File No. 0-14859

   3         3.2    By-Laws                     Exhibit 3.2 of Registration
                                                Statement on Form 10, File No.
                                                0-14859

  10        10.1    Employment Agreement        Exhibit 10.5 of Registration
                                                with John Brewer Statement on
                                                Form 10, File No. 0-14859

  10        10.2    Agreement with Giant Tire   Exhibit 10.4 of Form 10-KSB for
                                                Recyclers, Inc. June 30, 1997

  10        10.3    Project Development and     Exhibit 10.1 of Form 8-K dated
                    Construction Agreement      May 11, 1998
                    with Trenergy, Inc.

  10        10.4    Extension Agreement with    Filed EX 10-4 of Form 10-KSB for
                    Giant Tire Recyclers, Inc.  June 30, 2001

  10        10.4    Agreement between           Filed herewith
                    Garbalizer Machinery
                    Corporation and the
                    Company

  21         21.1   List of Subsidiaries        Exhibit 21.1 of Form 10-KSB for
                                                June 30, 1995

  31         31.1   Certification Pursuant      Filed herewith
                    Section 302 of the
                    Sarbanes-Oxley Act of 2002


  32         32.1   Certification Pursuant to   Filed herewith
                    18 U.S.C. Section 1350
                    as Adopted Pursuant to
                    Section 906 of the
                    Sarbanes-Oxley Act of 2002

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary of the fees billed to Garb Oil by its principal
accountants during the fiscal years ended June 30, 2008, and June 30, 2007:

Fee category               2008           2007

Audit fees                $20,100       $16,200
Audit-related fees        $     -       $     -
Tax fees                  $     -       $     -
All other fees            $     -       $     -
                          -------       -------
Total fees                $20,100       $16,200
                          =======       =======

Audit fees. Consists of fees for professional services rendered by our principal
accountants for the audit of our annual financial statements and the review of
financial statements included in our Forms 10-QSB or services that are normally
provided by our principal accountants in connection with statutory and
regulatory filings or engagements.

Audit-related fees. Consists of fees for assurance and related services by our
principal accountants that are reasonably related to the performance of the
audit or review of our financial statements and are not reported under "Audit
fees."

Tax fees. Consists of fees for professional services rendered by our principal
accountants for tax compliance, tax advice and tax planning.

All other fees. Consists of fees for products and services provided by our
principal accountants, other than the services reported under "Audit fees,"
"Audit-related fees" and "Tax fees" above.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

GARB OIL & POWER CORPORATION

By: /s/ John C. Brewer
---------------------------
John C. Brewer, Chief Executive Officer and
Chief Financial Officer

DATED this 11th Day of October, 2008

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
date indicated.

1. By its principal executive officer.

Date: Oct. 11th, 2008

/s/ John C. Brewer
----------------------------
John C. Brewer, Chief Executive Officer

2. And by its principal financial officer and principal accounting officer.

Date: Oct. 11th, 2008

/s/ John C. Brewer
----------------------------
John C. Brewer, Chief Financial Officer

3. And by a majority of its Board of Directors.

Date: Oct. 11th, 2008

/s/ John C. Brewer
----------------------------
John C. Brewer, Director

Date: Oct. 11th, 2008

/s/ Bill Vee Anderson
----------------------------
Bill Vee Anderson, Director