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

                                    FORM 10-K


(Mark One)

[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

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

      For the transition period from ___________________ to ___________________

      Commission file number:                  333-07242
                               ------------------------------------------------

                         TRB SYSTEMS INTERNATIONAL INC.
-------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)

               Delaware                                   22-3522572
 ----------------------------------------  ------------------------------------
 (State or other jurisdiction             (I.R.S. Employer Identification No.)
     of incorporation or organization)

     1472 Cedarwood Drive, Piscataway, New Jersey              08854
 ------------------------------------------------    -------------------------
      Address of principal executive offices                  Zip Code

                   Registrant's telephone number:  (877) 852-3600
------------------------------------------------------------------------------

        Securities registered under Section 12(g) of the Exchange Act:

                            Common stock, $0.001 par value
------------------------------------------------------------------------------
                                  (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.   Yes |__|      No |X|

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act.   Yes |__|    No |X|

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.     Yes |X|    No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.   |__|

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definition of "larger accelerated filer", and "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  [ ]             Accelerated filer   [ ]

Non Accelerated filer      [ ] (Do not check if a smaller reporting company)

Smaller Reporting Company   [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the exchange Act.)   Yes [ ]        No [X]

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 last sold, or the average bid and asked price of such common equity as of
the last business day of the registrant's most recently completed second fiscal
quarter.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: 24,169,922 shares as of
September 27, 2008.






                        TRB SYSTEMS INTERNATIONAL INC.



                                 FORM 10-K


PART I

Item 1.    Business....................................................        4
Item 1A.   Risk Factors................................................        8
Item 1B.   Unresolved Staff Comments...................................       13
Item 2.    Properties..................................................       13
Item 3.    Legal Proceedings...........................................       13
Item 4.    Submission of Matters to a Vote of Security Holders.........       13

PART II

Item 5.    Market for Registrant's Common Equity, Related Stockholder
             Matters and Issuer Purchases of Equity Securities.........       14
Item 6.    Selected Financial Data.....................................       16
Item 7.    Management's Discussion and Analysis of Financial Condition
             and Results of Operations.................................       16
Item 7A.   Quantitative and Qualitative Disclosures About Market Risk..       18
Item 8.    Financial Statements and Supplementary Data.................       19
Item 9.    Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure..................................       41
Item 9A(T).Controls and Procedures.....................................       42
Item 9B.   Other Information...........................................       43

PART III

Item 10.   Directors, Executive Officers, and Corporate Governance.....       43
Item 11.   Executive Compensation......................................       46
Item 12.   Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters...........................       47
Item 13    Certain Relationships and Related Transactions; and
             Director Independence.....................................       48
Item 14    Principal Accounting Fees and Services......................       49

PART IV

Item 15.   Exhibits, Financial Statement Schedules.....................       50

Signatures.............................................................       52







                                        PART I




Item 1.    BUSINESS

General

TRB Systems International Inc. (the "Company") was incorporated in the State of
Delaware on April 9, 1997.  On February 22, 2005, the Company established a
subsidiary Alenax (Tianjin) Bicycle Corp. ("Alenax") in China to conduct its
business.

Through our wholly owned subsidiary Alenax, we develop, market, and
manufacturing a line of Alenax-bicycles including Alenax-Exercise Bicycle,
Alenax-Electric Bicycle, and Alenax-Wheelchair (collectively "Alenax-Bicycles").
The technology applied at our Alenax Product is called Natural Motion Technology
("NMT"), which we are exclusively licensed from ABL Properties Company, a
company jointly owned by Mr. Byung Yim, our President and Chief Executive
Officer, his family members and other individuals.

The characteristics of the NMT are similar to that used in a stepper machine,
which allows the users of our Alenax Bicycles to exercise in a natural walking
or jogging motion that is the bio-mechanically correct way of exercise without
any trauma often associated with many alternate forms of exercise. We believe
that our NMT bicycles and fitness trainers are able to provide our customers
with the results they want, such as variable stroke and non-impact motion, but
with much less the damage to their lower back, hips, knees, and ankles that
traditional biking or jogging on pavement, may develop. We believe that our
products are particularly good for elderly, because our products are not only
safe and gentle, but also cardiovascular and anaerobic.

Our Products

We provide a new generation of cycling and products using our Natural Motion
Technology. Our products include NMT's bicycles, fitness/home trainers, and
electric bicycles.

Alenax Bicycles:

Our major products are Alenax bicycles, which are able to provide with more
smoother, up and down pumping, or stepping action, similar to our body's natural
walking and running motion.

The operating principles of Alenax bicycles are relatively simple. The pedal
levers travel up and down through the maximum power range that has an arc of
135 degrees.  As the lever on one side is depressed, the opposing lever is
raised.  A full lever stroke or a partial stroke may be applied to propel the
bicycle. Lever strokes require far less leg motion than the 360-degree movement
required with a conventional bicycle.

Our study showed that Alenax bicycles are able to increase bicycles' propulsion
power significantly, compared to their conventional circular pedaling models.
The propelling force of the Alenax lever is constant, which is different from
those conventional bicycles with variable, circular ascending and descending
crank motion. The levers driving the Motion Plus Technology do not revolve.
Accordingly, their length can be extended to take advantage of the power of
leverage. Since the levers of Alenax bicycles do not revolve, greater ground
pedal clearance over rough terrain and around turns is allowed.  Propulsion of
a bicycle using the NMT results in significantly greater distance traveled, for
a given expenditure of effort, than a bicycle using conventional bicycle
technology.

An Alenax bicycle looks like a conventional bicycle. What makes big difference
is the NMT applied on the bicycle. An Alenax with NMT bicycle has two main
components: (i) Controller: this parts control the 6-different pedaling motions
of the multi-function bike and (ii) Rear Hub: a dual ratcheting sprocket which
is engaged by a drive chain.

We have introduced a line of NMT-bicycle that is propelled exclusively by the
NMT. This line of NMT-bicycle is in different models with multiple sizes for men
and women, and looks like popular cruisers and mountain bikes that offer
comfortable upright riding. In the later stage, we will introduce adult
tricycle, outdoor recumbent (reclining) bicycles, and arm/shoulder ergometers.
Lightweight, higher performance bicycles will also be introduced to appeal to
the performance biking community and to meet the dynamic and continually
changing needs of the market.

Therapeutic market is generally driven primarily by product performance, while
non-therapeutic markets are more sensitive to price.

We offer five models of NMT- bicycles: Mountain Bike (MTB); Leisure Bike, BMX
(Children); ATB (all-terrain); and Cross Trading -Bike. In mass production,
Alenax will offer a pedal arm in lengths of either 225 mm or 250 mm. This will
increase the force of each stroke and increase speed considerably compared to
the conventional pedal length of 165 to 175 mm.  We plan to focus initially on
the single action, natural stepping motion in all the bikes with our proprietary
multifunctional pedaling motion bikes. Our tricycle will follow within one year.
We will tap the high-end professional rider market in the second phase of our
business plan. We are currently conducting care research to verify the speed and
efficiency of our racing prototype (i.e., longer pedal arm, therefore greater
force stroke).

Most conventional bicycles are not structurally or functionally designed
specifically for use of rehabilitation. Our technology may fill this huge
untapped market, especially in the "middle-aged" population. The NMT
configuration in NMT 's bicycle allows the rehabilitating person who uses
NMT 's bicycle in a stationary mode (sitting on a stand) to transfer the natural
gait motion of 135 degrees from the inside to the outdoor with the same bike
(without the stand).

NMT-Fitness/Home Trainers:

Our fitness/home trainers are a natural development of our experience with
physical therapists using our "outdoor bike" concept of the natural gait motion
for their patients. They wanted a graded capability of ROM (Range of motion) in
the stationary bike, as patients move from a narrow range of motion to a wider
and eventually to the 360 degree, circular motion that they were accustomed to,
in typical rehabilitative procedure. Our Versi-Trainer meets that demand with
training and rehabilitative device that provides the following six different
sets of exercises:

   o   Alternate up and down pumping motion;
   o   Simultaneous with both feet parallel to each other;
   o   Bilateral-One foot pumps while the other foot rests motionless;
   o   One foot pumps 360 degrees while the other foot rests motionless;
   o   360-degree rotation-conventional bike pedaling-opposed pedals; and
   o   Parallel pedaling-360 degree rotation.

The Versi-Trainer allows individuals to exercise their abdominals, hips (lateral
rotators), quadriceps, hamstrings, and gluteus (butt) muscles. All actions are
performed in the correct biomechanical positions.

NMT-Electric Bicycles:

POWER+BIKE is an outdoor bike that uses the same "up-down" motion of all the NMT
bicycles but with the ability to, with the twist of the handle, become an
electric bike with speed capability of 23 mph. Our POWER+BIKE is strategically
positioned, not specifically for the luxury market, which has three new entries
this year Bricklin, Mercedes and Porsche. All three are designed similar to a
moped, are heavy (50 lbs or more), and costly at a price between $600 and
$1,200.  By comparison, NMT 's POWER+BIKE is 23 lbs, light and efficient
enough, which can be pedaled comfortably in a business skirt or suit, for the
senior citizen and women's market and sleek enough for the "Generation X" market
appeal, sophisticated enough for the urban businessman, cool and convenient for
the outdoor family and RV enthusiasts, and safe and practical for the recovering
heart attack patient who wants to exercise but does not want to be stuck too
far from home. With a retail cost of $600 and manufacturing costs of $200, along
with the added capabilities of folding the POWER+BIKE into a POWER PACK so it
can be hung upon the back of a door, NMT 's management believes the POWER+BIKE
can capture a major market share within this emerging market.

Manufacturing Facility

We don't own any manufacturing facility. We are currently in the process to
improve the quality of our products. As soon as this process is completed, we
plan to manufacture our products through contracts with existing manufacturers
in China and Taiwan.

Currently we are manufacturing our proprietary parts of hub with Kun Teng
Industries Ltd. in China and Taiwan who is one of the top hub maker in the
world, other Alenax proprietary parts with the Ching Haur Ind.Co., Ltd who is
one the largest axles and other bike parts maker in the world, medium and high-
end bicycles of 6-Way pedaling motion with Tianjin Fushida Bicycle Co., Ltd.
who is the largest bike manufacturer in China and in the world, the 1-Way
& 2-Way bikes with Pretty Wheel Ind. Co., Ltd., in China and Taiwan, and
exercise bikes with Joong Chunn Ind. Co., Ltd who is one of the top leading
sports and healthcare equipment manufacturer in Taiwan and the Weck Ind. Co.,
Ltd., in TaiChang,  China.

Sale and Marketing

We plan to market our products to the following markets, both domestically and
internationally:

   (a) Stepper Users: In this industry, the stepper market is one of the fastest
growing segment. Our MTS-bicycles are attractive to this segment because our
NMT- bicycles allow the stepper motion and muscle conditioning to be taken
outdoors.

   (b) Health and Fitness Facilities: To stay competitive, commercial health and
fitness facilities must offer their members with state-of-the-art equipment and
programs continuously. As a consequence, health and fitness facilities typically
will spend increasingly more on equipment just to keep pace. Our recumbent
ergometer (Versi-Trainer) will offer health club goers the opportunity to
combine conventional circular motion with the NMT stepper motion in a single
machine.

   (c) Senior Citizens: The aging population combined with the rapidly
escalating cost of health care services has resulted in an intensifying concern
about the efficiency and effectiveness of the U.S. health care system. As a
result, there is a growing need for individuals, particularly elderly, to
participate regularly in safe, functional and efficient exercise that combines
aerobic conditioning and resistance training.

   (d) Rehabilitation & Therapeutic Market:  The rehabilitation and therapeutic
market consists of four segments: post surgical (hip or knee); acute injury;
individuals with a restrictive ROM (range of motion); and other (arthritic,
biomechanical). Today, the major form of therapy for post hip and knee surgery
is the conventional stationary bicycle. The 360-degree fixed stroke is limiting
because initial therapy methods keep ROM within less than 120-degree of bound.
This causes a time lag before the conventional 360-degree bike can be
implemented. If they use our Fitness Versi-Trainer and the NMT- bicycles, they
will get more favorable results.

The ROM of the NMT is variable and can accommodate all ROM restrictions, which
allows patients to begin rehabilitation sooner. The biomechanical design of the
NMT also puts less strain on limbs and joints by generating a force along the
muscle belly, rather than at the insertion (joints). This enables patients to
recover from surgery faster than with current techniques, while reducing the
probability of re-injury.

Distribution Agreements

We plan to sell our products continuously through regional distributors, and we
have entered into license and distribution agreements with distributors in
Japan, Indian, Nigeria, Benin, Canada, Ivory Coast, Tanzania, Brazil, Vietnam,
Korea, Taiwan and the United States.

Those agreements provide for compensation to be paid during the first year of
the agreements and eventual royalties on the sale of the products. Terms of the
agreements typically commence as of the date executed and continue for a period
of three years, renewable every three years. Please see Note 2 to the financial
statements for details.

We intend to hire sales personnel continuously to expand our distribution
channels. We also plan to look for possible alliances with existing sporting
goods manufacturers. It is anticipated that we are able to market our
ergometers and electric bicycles through a network of bike retailers after brand
awareness and an established corporate image have been achieved.

Research and Development

We focus our R&D activities on three main product groups, a select line of
bicycles, electric bicycles, and three types of exercise bicycle. For the years
ended June 30, 2008 and 2007, we spent $27,309 and $31,274, respectively, on
our Research and Development activities.

Patents, Licenses and Other Intellectual Rights

ABL Properties Co., a company controlled by our president, owns patents of
Natural Motion Technology which covers the speed change and/or propulsion
mechanism of the NMT. ABL has obtained or patent pending such patent from the
U.S., China, India, Australia, Taiwan, Japan, and Korea, Europe and Brazil. We
have exclusive worldwide licensing rights under all NMT patents, except for
Taiwan and South Korea.

Under the licensing agreement, we shall pay ABL $200,000 in the first year of
our active sales, thereafter a 1% royalty on annual sales up to $10 million or
0.75% on sales over $10 million but under $20 million, and 0.5% on all sales
thereafter, and all profits gleaned from international sales to an aggregate
limit of $3,325,000.

Competition

We are not aware of any direct competition for the products offered by us. The
general competition is the bicycle industry, which is, as aforementioned,
differentiable from our NMT product line.

Government Regulations

To our best knowledge, there are no special requirements for government approval
of its principal products or services, other than those generally applicable to
normal business operations. We are not aware of any probable regulation of its
business, other than as will apply to businesses in general.

Impact of Inflation

We do not anticipate that inflation will have a material impact on our current
operations.

Employees

As of June 30, 2008, we had 21 full-time employees. We believe that we have good
relations with our employees.




Item 1A.   RISK FACTORS


Our business, financial condition and operating results, or the value of any
investment you make in the stock of our Company, or both, could be adversely
affected by any of the factors listed and described below.  These risks and
uncertainties, however, are not the only ones that we face. Additional risks
and uncertainties not currently known to us, or that we currently think are
immaterial, may also impair our business operations or the value of your
investment.

OUR OPERATIONS HAVE BEEN DEVOTED TO MARKETING OUR PRODUCTS AND WE HAVE NOT
LAUNCHED OUR PRODUCTS TO A LARGE NUMBER OF CUSTOMERS, MAKING IT DIFFICULT TO
EVALUATE OUR FUTURE PROSPECTS AND RESULTS OF OPERATIONS.

We dedicated our resources to development and marketing our Alenax bicycles
until recently and have not yet launched a product to a large number of
customers. Accordingly, you should consider our future prospects in light of
the risks and uncertainties experienced by early stage companies in evolving
industries.  Some of these risks and uncertainties relate to our ability to:

   o  offer new and innovative products to attract and retain a larger customer
      base;
   o  increase awareness of our brand and continue to develop user and customer
      loyalty;
   o  respond to competitive market conditions;
   o  manage risks associated with intellectual property rights;
   o  maintain effective control of our costs and expenses;
   o  raise sufficient capital to sustain and expand our business;
   o  attract, retain and motivate qualified personnel; and
   o  upgrade our technology to support additional research and development of
      new products.

If we are unsuccessful in addressing any of these risks and uncertainties, our
business may be materially and adversely affected.

WE HAVE ONLY RECENTLY BEGUN PRODUCTION OF OUR PRODUCT AND MAY ENCOUNTER
MANUFACTURING PROBLEMS DURING THE PRODUCTION PROCESS, WHICH WOULD ADVERSELY
AFFECT OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

Our Alenax product is a new product.  The manufacture of our Alenax product
involves complex and precise processes, which we have subcontracted to another
company.  To date, we have only initiated a limited production of this product
and so we do not yet know whether we will encounter any serious problems during
the production process in the long-term. Any significant problems in
manufacturing, assembling or testing of this product could delay the roll-out of
the Alenax product and have an adverse impact on our business and prospects.
The willingness of manufacturers to make the product or lack of availability of
manufacturing capacity may have an adverse impact on our ability to go to
market, and as a result we may not be able to grow our business as we expect,
and our ability to compete could be harmed, adversely affecting our results of
operations and financial condition.

WE CURRENTLY LACK LIQUIDITY AND HAVE LIMITED REVENUES. WE WILL NEED TO RAISE
ADDITIONAL CAPITAL, WHICH WILL RESULT IN SUBSTANTIAL DILUTION TO EXISTING
STOCKHOLDERS.

As of June 30, 2008 we had cash and cash equivalents of approximately $2,064.
Substantially all of our cash has been raised through capital raising
transactions rather than operations.  In order to manufacture and sell our
products and to implement our business plan, we need substantial additional
capital.  We are currently considering possible sources for additional capital,
including raising capital through the issuance of equity securities. Although
the exact amount we intend to raise has not yet been determined, we are
contemplating an amount in excess of $500,000. There can be no assurance that
we will be able to raise sufficient additional capital at all or on terms
favorable to our stockholders or us.  If we issue equity securities in order to
raise additional capital in the amounts currently contemplated, the stockholders
will experience immediate and substantial dilution in their ownership percentage
of the combined company. In addition, to raise the capital we need, we may need
to issue additional shares at a discount to the current market price.  If the
terms of such financing are unfavorable to us or our stockholders, the
stockholders may experience substantial dilution in the net tangible book value
of their stock.  In addition, any new equity securities may have rights,
preferences or privileges senior to those of existing holders of common stock.
If we cannot raise funds on acceptable terms, we may not be able to develop or
enhance our products, take advantage of future opportunities or respond to
competitive pressures or unanticipated requirements, all of which could have a
material adverse effect on us.

OUR ALENAX PRODUCTS MAY CONTAIN UNKNOWN DEFECTS THAT COULD RESULT IN NUMEROUS
ADVERSE CONSEQUENCES, RESULTING IN COSTLY LITIGATION OR DIVERTING MANAGEMENT'S
ATTENTION AND RESOURCES.

As to date we have not experienced any defects in our Alenax products. However,
there can be no assurance that, despite testing, defects will not be found in
the current version, or in any new versions or enhancements of our products, any
of which could result in damage to our reputation, the loss of sales, a
diversion of our product development resources, and/or a delay in market
acceptance, and thereby materially adversely affecting our business, operating
results and financial condition.  Furthermore, there can be no assurance that
our products will meet all of the expectations and demands of our customers.
The failure of our products to perform to customer expectations could give rise
to warranty claims. Any of these claims, even if not meritorious, could result
in costly litigation or divert management's attention and resources. Any product
liability insurance that we may carry could be insufficient to protect us from
all liability that may be imposed under any asserted claims.

WE DEPEND ON OUR KEY PERSONNEL TO MANAGE OUR BUSINESS EFFECTIVELY IN A RAPIDLY
CHANGING MARKET. IF WE ARE UNABLE TO RETAIN OUR KEY EMPLOYEES, OUR BUSINESS,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS COULD BE HARMED.

Our future success depends to a significant degree on the skills, efforts and
continued services of our executive officers and other key engineering,
manufacturing, operations, sales, marketing and support personnel who have
critical industry experience and relationships.  If we were to lose the services
of one or more of our key executive officers and senior management members, we
may not be able to grow our business as we expect, and our ability to compete
could be harmed, adversely affecting our business and prospects.

OUR MARKETS ARE HIGHLY COMPETITIVE, AND OUR FAILURE TO COMPETE SUCCESSFULLY
WOULD LIMIT OUR ABILITY TO SELL OUR PRODUCTS, ATTRACT AND RETAIN CUSTOMERS AND
GROW OUR BUSINESS.

The market for our products is intensely competitive and subject to
technological change. Competitors vary in size and in the scope and breadth of
the products and services they offer. We compete primarily in China with many
large and small companies.  Some of our competitors have longer operating
histories, greater name recognition, larger customer bases and significantly
greater financial, engineering, technical, marketing and other resources than
we do. As a result, they may be able to respond more quickly to new or emerging
technologies and changes in customer demands or to devote greater resources to
the development, promotion and sale of their products or services than we can.
If we cannot compete effectively, we may never become profitable.

FLUCTUATIONS IN OPERATING RESULTS COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR
COMMON STOCK.

Our revenues and operating results are likely to fluctuate significantly in the
future. The timing of order placement, size of orders and satisfaction of
contractual customer acceptance criteria, as well as order delays or deferrals
and shipment delays and deferrals, may cause material fluctuations in revenue.
Because of these and other factors, investors should not rely on quarter-to-
quarter comparisons of our results of operations, our results of operations or
the pro forma financial information as an indication of future performance. It
is possible that, in future periods, results of operations will differ from the
estimates of public market analysts and investors. Such a discrepancy could
cause the market price of our common stock to decline significantly.

ALL OUR OFFICERS AND DIRECTORS RESIDE OUTSIDE OF THE UNITED STATES WHICH COULD
MAKE IT DIFFICULT TO ENFORCE POTENTIAL CIVIL LIABILITIES AND JUDGMENTS.

All our officers and directors are residents of countries other than the United
States, and all of our assets are located outside the United States.  As a
result, it may not be possible for investors to effect service of process within
the United States upon such persons or enforce in the United States against such
persons judgments obtained in United States courts, including judgments
predicated upon the civil liability provisions of United States federal
securities laws or state securities laws.


             Risks Related to Investment in Our Securities


THERE IS A LIMITED MARKET FOR OUR COMMON STOCK.  OUR COMMON STOCK IS THINLY
TRADED AND, YOU MAY BE UNABLE TO SELL AT OR NEAR "ASK" PRICES OR AT ALL IF YOU
NEED TO SELL YOUR SHARES TO RAISE MONEY OR OTHERWISE DESIRE TO LIQUIDATE YOUR
SHARES.

Our common stock is currently listed on the OTC Bulletin Board under the symbol
"TRBX"; our stock has been trading since August 1998.  We cannot predict the
extent to which an active public market for our common stock will be sustained.
If a trading market is sustained, we expect our common stock to continue to be
"thinly-traded" on the OTC Bulletin Board, meaning that the number of persons
interested in purchasing our common stock at or near bid prices at any given
time may be relatively small or nonexistent.  This is attributable to a number
of factors, including the fact that we are a small company which is relatively
unknown to stock analysts, stock brokers, institutional investors and others in
the investment community that generate or influence sales volume, and that even
if we came to the attention of such persons, they tend to be risk-adverse and
would be reluctant to follow an unproven company such as ours or purchase or
recommend the purchase of our shares until such time as we become more seasoned
and viable.  As a consequence, if a market for our common stock is sustained,
there may be periods of several days or more when trading activity in our shares
is minimal or non-existent, as compared to a seasoned issuer that has a large
and steady volume of trading activity that will generally support continuous
sales without an adverse effect on share price.  We cannot give you any
assurance that a broader or more active public trading market for our common
stock will develop or be sustained, or that current trading levels will be
sustained.

The market price of our common stock will be particularly volatile given our
status as a relatively small company with a small and thinly traded "float" that
could lead to wide fluctuations in our share price.  The price at which you
purchase our common stock may not be indicative of the price that will prevail
in the trading market. You may be unable to sell your common stock at or above
your purchase price if at all, which may result in substantial losses to you.

VOLATILITY IN OUR COMMON STOCK PRICE MAY SUBJECT US TO SECURITIES LITIGATION.

The market for our common stock may be characterized by significant price
volatility when compared to seasoned issuers, and we expect our share price
will be more volatile than a seasoned issuer for the indefinite future.  In
the past, plaintiffs have often initiated securities class action litigation
against a company following periods of volatility in the market price of its
securities.  We may, in the future, be the target of similar litigation.
Securities litigation could result in substantial costs and liabilities and
could divert management's attention and resources.

THE APPLICATION OF THE "PENNY STOCK" RULES COULD ADVERSELY AFFECT THE MARKET
PRICE OF OUR COMMON STOCK AND INCREASE YOUR TRANSACTION COSTS TO SELL THOSE
SHARES.

As long as the trading price of our common shares is below $5 per share, the
open-market trading of our common shares will be subject to the "penny stock"
rules. The "penny stock" rules impose additional sales practice requirements on
broker-dealers who sell securities to persons other than established customers
and accredited investors (generally those with assets in excess of $1,000,000
or annual income exceeding $200,000 or $300,000 together with their spouse). For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of securities and have received the
purchaser's written consent to the transaction before the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
broker-dealer must deliver, before the transaction, a disclosure schedule
prescribed by the Securities and Exchange Commission relating to the penny
stock market.  The broker-dealer also must disclose the commissions payable to
both the broker-dealer and the registered representative and current quotations
for the securities.  Finally, monthly statements must be sent disclosing recent
price information on the limited market in penny stocks.  These additional
burdens imposed on broker-dealers may restrict the ability or decrease the
willingness of broker-dealers to sell our common stock, and may result in
decreased liquidity for our common stock and increased transaction costs for
sales and purchases of our common stock as compared to other securities.

WE DO NOT EXPECT TO PAY DIVIDENDS FOR THE FORESEEABLE FUTURE, AND WE MAY NEVER
PAY DIVIDENDS. INVESTORS SEEKING CASH DIVIDENDS SHOULD NOT PURCHASE OUR COMMON
STOCK.

We currently intend to retain any future earnings to support the development of
our business and do not anticipate paying cash dividends in the foreseeable
future. Our payment of any future dividends will be at the discretion of our
board of directors after taking into account various factors, including but not
limited to our financial condition, operating results, cash needs, growth plans
and the terms of any credit agreements that we may be a party to at the time.
Accordingly, investors must rely on sales of their common stock after price
appreciation, which may never occur, as the only way to realize a return on
their investment.  Investors seeking cash dividends should not purchase our
common stock.




Item 1B.    UNRESOLVED STAFF COMMENTS


None.




Item 2.  PROPERTIES



We lease approximately 280 square meters of office at 1 Yongan Road in Tianjin,
300024, China, under a three-year lease which expires on March 2009.   The
monthly rent is $1,000. We do not own any real estate.  We believe the leased
facilities will be sufficient to meet our needs for the next twelve months.

We also lease approximately 1,400 square meters of R&D facility at 84 Ui
Meon-Rd. Taichung, Taiwan. The monthly rent is $1,400.

We maintain a mailing address in the United States at 1472 Cedarwood Drive,
Piscataway, NJ 08854, which is provided to us free of charge by a third party.



Item 3.   LEGAL PROCEEDINGS


As of June 30, 2008, we had four outstanding judgments totaling in the amount of
$381,000 against the Company, from unpaid loans (Bernard Koff , $192,000),
attorney fees (Cole, Schotz, Meiser, Forman & Leonard, $89,000 and David,
Kessler & Associates, LLC, $44,000), and marketing service fees (Sawtooth
Marketing Group, $56,000).  All judgments were back to the middle of 1990s.
Negotiations have been initiated to have the amounts reduced but the outcome of
such negotiations is uncertain.

Other than the judgments disclosed as above, there are no actions, suits,
proceedings or claims pending against or materially affecting the Company.




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



None.







                                            PART II




Item 5.              MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
             STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


Market Information

From August 21, 1998 to June 28, 2004, our common stock was quoted on the OTC
Bulletin Board ("OTCBB") under the symbol TRBX.OB.  From June 28, 2004 to
February 26, 2007, the quotation of our common stock was removed from the OTC
Bulletin Board and quoted on the Pink Sheets due to the Company's delinquent
filing of its Form 10-QSB with the SEC for the quarter ended March 31, 2004.

Since February 26, 2007, our common stock has been re-quoted on the OTC Bulletin
Board under the symbol "TRBX.OB." Trading in our common stock has been minimal
with limited or sporadic quotations. The following table sets forth the high
and low sales prices for our common stock, as reported by the OTB Bulletin
Board, for the periods indicated.


                                   2008                     2007
                         -----------------------   ----------------------
                            High         Low          High        Low
                         ---------   -----------   ----------  ----------
  Fourth Quarter         $  0.06      $   0.04     $    0.06   $   0.04
  Third Quarter             0.09          0.03          0.06       0.03
  Second Quarter            0.05          0.03          0.05       0.03
  First Quarter             0.06          0.03          0.06       0.03
                         ------------------------------------------------

Holders

As of September 27, 2008, there were 24,169,922 shares of Common Stock issued
and outstanding, held by approximately 312 holders of record as indicated on the
records of our transfer agent, which is Island Stock Transfer, St. Petersburg,
Florida 33701.

Dividend

We have never paid cash dividends and have no plans to do so in the foreseeable
future. Our future dividend policy will be determined by our board of directors
and will depend upon a number of factors, including our financial condition and
performance, our cash needs and expansion plans, income tax consequences, and
the restrictions that applicable laws, and our future credit arrangements may
then impose.

Currently under Delaware law, unless further restricted in its certificate of
incorporation, a corporation may declare and pay dividends out of surplus, or
if no surplus exists, out of net profits for the fiscal year in which the
dividend is declared and/or the preceding fiscal year (provided that the amount
of capital of the corporation is not less than the aggregate amount of the
capital represented by the issued and outstanding stock of all classes having a
preference upon the distribution of assets).

Options and Warrants

There are no outstanding options or warrants to purchase securities of the
Company.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any compensation plan under which equity securities are
authorized for issuance.

Recent Sales of Unregistered Securities

On May 22, 2007, we issued 130,000 common shares to two individuals at a price
of $0.04 per share for services provided. The shares were issued under the
exemption from registration provided by Section 4(2) of the Securities Act of
1933, as amended. No public offering was involved. The shares so issued bear a
restrictive legend. The recipients took the shares for investment and not
resale. No underwriters or agents were involved in the issuances and we did not
pay any underwriting discounts or commissions.

On May 22, 2007, we issued 916,920 common shares to thirteen (13) individual
investors in a private placement at a price of $0.15 per share for an aggregate
of $118,038 in cash. The shares were issued under the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as
amended. No public offering was involved.  The shares so issued bear a
restrictive legend. The investors took the shares for investment and not resale.
No underwriters or agents were involved in the issuances and we did not pay
any underwriting discounts or commissions.

Purchases of Equity Securities by the Company and Affiliated Purchasers

During the fourth quarter of the Company's fiscal year covered by this report,
there was no purchase made by or on behalf of the Company or any affiliated
purchaser of shares or other units of any class of the Company's equity
securities that is registered by the Company pursuant to Section 12 of the
Exchange Act.




Item 6.  SELECTED FINANCIAL DATA


Not applicable.



Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS

This annual report on Form 10-KSB and the materials incorporated herein by
reference contain forward-looking statements that involve risks and
uncertainties. We use words such as "may," "assumes," "forecasts," "positions,"
"predicts," "strategy," "will," "expects," "estimates," "anticipates,"
"believes," "projects," "intends," "plans," "potential," and variations thereof,
regarding matters that are not historical facts and are forward-looking
statements. Because these statements involve risks and uncertainties, as well
as certain assumptions, actual results may differ materially from those
expressed or implied by such forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date that they are made. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

Overview

The Company conducts its business through its wholly owned subsidiary, Alenax
(Tianjin) Bicycle Corp., which develops, markets, and manufactures a line of NMT
product. For the years ended June 30, 2008 and 2007, the Company had total
revenue of $610,365 and $317,162, respectively.

In 2006 and 2007, the Company focused its efforts on redesigning products,
improving product quality, conducting product tests, including strength,
durability and road tests. To date, this process is basically completed.  Since
second half of 2007, the Company has started to focus on market and sales of
our products.  The Company believes that it now has a modern, sophisticated,
marketable, product line, which is ready for production and sale.

On the product side, during fiscal 2008, the Company has completed its
development of a new type of Alenax Uni-Set bicycle, on which Magnesium material
is used especially designing for reducing weigh and for high-end market. A new
model Alenax 5200 is also completed.  At the same time, the Company completed
the test of a new designed electric bike, one-way and six-way bike, for the
public bike of Soul City Government, Korea.

On the marketing side, in January 2008, the Company held "The China National
Tae Kwon Do Championship" in Tianjing, China.  In March 2008, the Company
attended "Taiwan International Bicycle Show".  In February 2008, the Company
had a meeting in Tijing, China, with "The Advanced Media Company" of Japan, who
agreed to sell our product, Alenax bike, through Japan QVC, one of the largest
home shopping company in Japan.  In addition, because of our successful
sponsorship of "Anenx Cup 2008 the 18th Asian Tae Kwon Do Championship", which
was held in April 2008, China National Tae Kwon Do Association has agreed to
market Alenax products in three provinces of China.

In February 2008, the Company entered into a sales and marketing agreement with
World Tae Kwon Do Federation. Under the agreement, the Company is able to sell
and market its Alenax products through their 350,000 Tae Kwon Do Schools
worldwide.

The Company is currently discussing with several business firms and
organizations, including The Nike Inc., Portland, Oregon, the Reebok, Korea and
China Basket Ball Association, for possible sales of our Alenax product and
marketing opportunities. To date no definitive agreements have been reached.

Results of Operations

For the Year Ended June 30, 2008 Compared to the Year Ended June 30, 2007

Revenues

For the year ended June 30, 2008, we had total revenue of $610,365, as compared
to $317,612 for the year ended June 30, 2007. Of the total revenues generated in
fiscal 2008, $556,400 was derived from license and distributor revenue, and
$53,965 was from product sale.

Cost of Revenues

Cost of goods sold consists primarily of the material cost of goods sold, direct
overhead, direct wages, and direct depreciation expense.  For the year ended
June 30, 2008 and 2007, our cost of revenues was $45,970 (for the sale of
$53,965) and $211,160 (for the sale of 317,612) respectively, approximately
85.1% and 66.6% of the revenues.

Operating Costs and Expenses

For the year ended June 30, 2008, our total operating costs and expenses
increased by 228%, from $569,142 in fiscal 2007 to $2,437,713 in fiscal 2008.
The increase in operating expenses was largely due to bad debts of $1,969,369.
During the period, the depreciation expense was increased by $980 from $18,770
in 2007 to $19,750 in 2008 because of increased property and equipment.

Other Income and Expenses

For the year ended June 30, 2008, our total other expenses were $139,923, of
which $222,579 was write-off of deferred taxes, $159,031 of interest expense,
and partially offset by income from forgiveness of debts in an amount of
$241,559. In fiscal 2007, our total other expenses were $14,249, of which
$302,073 was interest expense, and partially offset by income from forgiveness
of debts in an amount of $294,283.

Net Loss

Net loss for the years ended June 30, 2008 and 2007 were $2,013,239, or $0.08
per share, and $477,389, or $0.02 per share, respectively.

Liquidity and Capital Resources

Since inception, our operations have been primarily funded by equity capital and
unsecured short-term loans from directors and shareholders.

As of June 30, 2008, the Company's cash and cash equivalents balance was
$2,064.

For the year ended June 30, 2008, net cash was used in operating activities of
$2,662,324, largely due to our net loss of $2,013,239, decrease in accounts
payable of $1,553,930, and decrease in notes and interest payable (reclassified
to long term) of $2,022,586.

During fiscal 2008, net cash provided by the Company's investing activities
were $2,623,773, of which $2,578,633 was due to the reclassification of notes
and interest payable to long term, $157,771 provided by patent expenditure,
and $112,631 was used in investing activities to purchase property and
equipment.  During the same period, the Company's financing activities provided
net cash of $25,000 from common stock subscribed.

As disclosed on Item 3, "Legal Proceedings" and Note 9 of our Notes to Financial
Statements, as of June 30, 2008, we had outstanding judgment in a total of
$381,000 incurred in 2000-2001.

The Company currently lack liquidity and has limited revenues. We will need to
raise additional capital, and we are currently considering possible sources of
financing, including raising capital through the issuance of equity securities.
There can be no assurance that we will be able to raise sufficient additional
capital at all or on terms favorable to our stockholders or us.

Off-balance sheet arrangements:

As of June 30, 2008, there were no off-balance sheet arrangements.

Critical Accounting Policies:

The discussion and analysis of our financial condition and results of operations
are based on our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States. The
preparation of these financial statements requires estimates and assumptions
that affect the reported amounts and disclosures. We believe the following,
among others, to be critical accounting policies. That is, they are both
important to the portrayal of our financial condition and results of operations,
and they require critical management judgments and estimates about matters that
are inherently uncertain. Although we believe our judgments and estimates are
appropriate and correct, actual future results may differ from our estimates.

Revenue recognition:  We principally derive our revenue from license and
distribution fees, we recognize revenue on an accrual basis as earned under
contract terms in accordance with the Securities and Exchange Commission (SEC)
Staff Accounting Bulletin 104.  Fees received prior to such license are
reflected as deferred revenue.

Allowance for doubtful accounts:  Our allowance for doubtful accounts relates to
trade accounts receivable. We perform ongoing evaluations of our customers and
we extend or limit credit based upon payment history and the customer's current
credit worthiness. The allowance for doubtful accounts is an estimate prepared
by management based on analyses of historical bad debts, receivable aging,
current economic trends and any specific customer collection issues that have
been identified. The allowance for doubtful accounts is reviewed periodically
and adjustments are recorded as deemed necessary.




Item 7A.   Quantitative and Qualitative Disclosures About Market Risk


Not applicable.




Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



                             Stan J.H. Lee, CPA
                     794 Broadway, Chula Vista, CA 91910
     Tel:619-623-7799; Fax:  619-564-3408; E-mail) stan2u@gmail.com



           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors
TRB Systems International, Inc and Subsidiaries

We have audited the accompanying consolidated balance sheets of TRB Systems
International, Inc. and Subsidiaries as of June 30, 2008 and the related
consolidated statements of operations, changes in shareholders' equity, and cash
flows for the year ended June 30, 2008. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits. The financial statements of TRB Systems International, Inc. as of
June 30, 2007 were restated on January 10, 2008, expressed unqualified opinion
on those statements. Our report included an explanatory paragraph regarding
going concern.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purposes of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining
on a test basis, evidence supporting the amount and disclosures in the combined
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of TRB Systems
International, Inc  and Subsidiary as of June 30, 2008 and the results of their
operations and their cash flows for the year then ended  in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2-b, the Company
in the past has shown significant operating losses that raise substantial doubt
about its ability to continue as a going concern.  The accompanying financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.



 /s/ Stan J.H. Lee
-----------------------------------
Certified Public Accountants

Chula Vista CA
September 25, 2008





                                TRB SYSTEMS INTERNATIONAL INC.
                               Statements of Financial Position



<TABLE>
<CAPTION>




                                          ASSETS
                                                                 June 30, 2008         June 30, 2007
                                                                ------------------    ----------------
                                                                                         (restated)

                                                                    <c>                 <c>
Current Assets
Cash......................................................       $         2,064      $       39,432
Trade accounts and license fee receivable, net............               370,295           2,239,767
Inventories...............................................                85,332              72,621
                                                                ----------------      --------------
     Total Current Assets.................................               457,691           2,351,820

Property and Equipment, Net...............................               259,856             166,975

Other Assets
Prepaid and other assets..................................               160,918             120,545
Deferred tax asset........................................                     -             222,579
Patents...................................................               157,771                   -
                                                                 ----------------     ---------------
     Total Other Assets...................................               318,689             343,124
                                                                 ----------------     ---------------

Total Assets..............................................        $    1,036,236       $   2,861,919
                                                                 ================     ===============


                                 LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

Current Liabilities
Accounts payable and accrued liabilities..................        $       21,885       $     220,119
Notes and interest payable................................               235,583           2,258,169
Advances from customers...................................                     -             171,440
Convertible debt..........................................               142,611             142,611
Legal judgments payable...................................               381,000             381,000
Corporation income taxes payable..........................                   935                 935
                                                                 ----------------     ---------------
     Total Current Liabilities............................               782,014           3,174,274

Indebtedness to related party.............................               499,783             499,783
Notes and interest payable................................             2,578,633                   -
                                                                 ----------------     ---------------

Total Liabilities.........................................             3,860,430           3,674,057
                                                                 ----------------     ---------------

Stockholders' Equity (Deficit)
 Common stock, $0.001 par value, 30,000,000 shares authorized;
 23,699,922 shares issued and outstanding as of
 June 30, 2008 and 2007...................................                23,700              23,700
Additional paid-in capital................................             3,228,810           3,228,810
Common stock subscribed but not issued....................                25,000                   -
Retained earning (deficit)................................           (6,077,887)         (4,064,648)
Other comprehensive loss - foreign currency...............              (23,817)                   -
                                                                 ----------------    ----------------
Total Stockholders' Equity (Deficit)......................           (2,824,194)           (812,138)
                                                                 ----------------    ----------------

Total Liabilities and Stockholders Equity (Deficit).......       $     1,036,236      $    2,861,919
                                                                 ================    ================




                                See Notes to the Consolidated Financial Statements

</TABLE>






                                  TRB SYSTEMS INTERNATIONAL INC.
                                    Statements of Operations

<TABLE>
<CAPTION>

                                                                Year Ended           Year Ended
                                                               June 30, 2007        June 30, 2007
                                                            ------------------    -----------------
                                                                                     (restated)

                                                                <c>                  <c>
REVENUES
License and distributor revenue......................        $       556,400       $            -
                                                            -----------------      ---------------

Sales................................................                 53,965              317,162
                                                            -----------------      ---------------
Total revenues.......................................                 53,965              317,162

Cost of Revenues.....................................                 45,970              211,160
                                                            -----------------      ---------------
Gross Profit.........................................                  7,995              106,002
                                                            -----------------      ---------------

Total Operating Revenue..............................                564,395              106,002

OPERATING COSTS
Operating expenses...................................                448,594              550,372
Bad debts............................................              1,969,369                    -
Depreciation expenses................................                 19,750               18,770
                                                            -----------------      ---------------
Total Operating Costs................................              2,437,713              569,142

OPERATING INCOME (LOSS)..............................            (1,873,318)            (463,140)

OTHER INCOME (EXPENSE)
Income from forgiveness of debts.....................                241,559              294,283
Foreign currency translation.........................                      -              (6,459)
Write-off of deferred taxes..........................              (222,579)                    -
Interest income......................................                    130                    -
Interest Expense.....................................              (159,031)            (302,073)
                                                            -----------------      ---------------
Total Other Income (Expenses)........................              (139,921)             (14,249)

NET LOSS BEFORE INCOME TAX AND BENEFIT...............            (2,013,239)            (477,389)

Current income taxes.................................                      -                    -
Deferred income taxes................................                      -                    -
Income tax benefit...................................                      -                    -
                                                            -----------------     ----------------
                                                                           -                    -

NET INCOME (LOSS)....................................        $   (2,013,239)        $   (477,389)
                                                            =================      ===============

COMPREHENSIVE LOSS
Unrealized foreign currency transaction loss.........               (23,817)                    -

Comprehensive Loss...................................        $   (2,037,056)        $    (477,389)
                                                            =================      ===============

BASIC EARNINGS (LOSS) PER SHARE......................        $        (0.08)        $       (0.02)
                                                            =================      ===============
DILUTIVE EARNINGS (LOSS) PER SHARE...................        $        (0.08)        $       (0.02)
                                                            =================      ===============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING.             23,699,922            23,699,922
                                                            =================      ===============




                            See Notes to the Consolidated Financial Statements

</TABLE>





                                        TRB SYSTEMS INTERNATIONAL INC.
                                  Statements of Stockholders' Equity (Deficit)


<TABLE>
<CAPTION>



                                                                         Additional       Retained                     Total
                                            Common          Common        Paid-in         Earnings        Other      Stockholders'
                                           Shares            Stock         Capital        (Deficit)       Items         Equity
                                     -----------------  -------------- ---------------  --------------  ----------   ---------------

                                         <c>              <c>            <c>               <c>           <c>            <c>

Balance, June 30, 2006                   22,783,002      $    22,783    $   3,106,489   $ (3,587,259)   $       -     $   (457,987)

Common stock issued
 For service at $0.04 per share
 on May 22, 2007                            130,000             130             5,070               -           -            5,200

Common stock issued for cash
  At $0.15 per share on May 22, 2007        786,920             787           117,251               -           -          118,038

Net loss for the year ended June 30, 2007         -               -                 -       (477,389)           -        (477,389)
                                     ---------------    --------------  --------------  -------------  -----------   --------------
Balance, Jun 30, 2007                    23,699,922          23,700         3,228,810     (4,064,648)           -        (812,138)

Net loss for the year ended
     June 30, 2008                                -               -                 -     (2,013,239)           -      (2,013,239)

Foreign currency transaction adjustment           -               -                 -              -     (23,817)         (23,817)

Common stock subscribed but not issued            -               -                 -              -       25,000           25,000
                                    ================   =============    =============  =============   ===========    ============
Balance, Jun 30, 2008                    23,699,922     $    23,700      $  3,228,810  $ (6,077,887)   $    1,183    $ (2,824,194)





                                       See Notes to the Consolidated Financial Statements

</TABLE>







                                 TRB SYSTEMS INTERNATIONAL INC.
                                   Statements of Cash Flows


<TABLE>
<CAPTION>


                                                                     Year Ended             Year Ended
                                                                    June 30, 2008          June 30, 2007
                                                                 ------------------   ---------------------
                                                                                            (restated)


                                                                     <c>                  <c>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss).........................................      $     (2,013,239)     $         (477,389)
Adjustments to reconcile net loss to net cash
 Provided (used in) operating activities:
 Depreciation and amortization expenses....................                 19,750                 18,770
Changes in operating assets and liabilities
 (Increase) decrease in accounts receivable................              1,553,930                      -
 (Increase) decrease in inventories........................               (12,711)                162,104
 (Increase) decrease in other current assets...............                      -                      -
 Increase in indebtness of related party...................                      -                100,793
 Increase in prepaid expenses and other assets.............               (40,373)                 42,755
 Increase (decrease) in deferred tax assets................                 22,579                      -
 Increase (decrease) in accounts payable and accrued liabilities         (198,234)              (176,768)
 Increase (decrease) in customer advance...................              (171,440)                 10,897
 Increase (decrease) in notes and interest payable
   -reclassified to long term..............................            (2,022,586)              (141,958)
 Reclassification of legal judgments payable from
   non-current liabilities through reclassification........                381,000                381,000
                                                                 -----------------      ------------------
     Net cash used by operating activities.................            (2,662,324)               (79,796)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Property and Equipment.........................              (112,631)               (38,725)
Patent expenditure.........................................                157,771                      -
Notes and interest payable reclassified to long term.......              2,578,633                      -
Reclassification of legal judgments payable to current liabilities               -              (381,000)
                                                                 -----------------      -----------------
     Net cash used in investing activities.................            (2,623,773)              (419,725)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of notes and accrued interest deferred............                      -                382,392
Issuance of common stock...................................                      -                123,238
Common stock subscribed....................................                 25,000                      -
                                                                  -----------------     -----------------
     Net cash provided by financing activities.............                 25,000                505,630

Net increase (decrease) in cash............................               (37,368)                  6,109

CASH, BEGINNING OF YEAR....................................                 39,432                 33,323
                                                                  ----------------      ------------------
CASH, ENDING OF YEAR.......................................         $        2,064       $         39,432
                                                                  ================      ==================

SUPPLEMENTAL CASH FLOW DISCLOSURES

Cash paid during year for Interest.........................         $      159,031        $       302,073
                                                                  ================       =================
Cash paid during year for taxes............................         $            -        $             -
                                                                  ================       =================




                          See Notes to the Consolidated Financial Statements.

</TABLE>







                            TRB SYSTEMS INTERNATIONAL, INC.
                      Notes to Consolidated Financial Statements
                                   June 30, 2008


1.  ORGANIZATION AND NATURE OF BUSINESS

TRB Systems International Inc. ("the Company") is a holding company incorporated
in Delaware on April 11, 1997. The Company has established a new subsidiary,
Alenax (Tianjing) Bicycle Corp. ("Alenax") to conduct business in China. Alenax
was incorporated on February 22, 2005 under the laws of People's Republic of
China or PROC.

The Company was established to produce and market bicycle, fitness and motorized
two wheel transportation products. For the period from its inception to date,
the Company has been a development stage enterprise, and accordingly, the
operations have been directed primarily toward developing business strategies,
raising capital, research and development activities, conducting testing of
its products, exploring marketing channels and recruiting personnel.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant account policies of TRB Systems International, Inc.,
is presented to assist in understanding the Company's financial statements. The
financial statements and the notes are the representation of the Company's
management, who are responsible for their integrity and objectivity. These
accounting policies conform to U.S. generally accepted accounting principles and
have been consistently applied in the preparation of the financial statements.

a.  Liquidity

As of June 30, 2008, the Company had cash and cash equivalents totaling
$ 2,064 as compared to $ 39,432 at June 30, 2007. As of June 30, 2008, the
Company had working capital of $(324,323) compared to a working capital of
$ (822,454) at June 30, 2007. The Company has outstanding judgments in the
amount of $ 381,000 that is unable to pay within one-year period.

The Company believes its available cash, cash equivalents, in combination with
additional license and distributor payments and loans from related parties will
be sufficient to meet its anticipated capital requirements which consists mainly
on-going working capital needs.

Prior to the commercialization of its products, substantial capital resources
will be  required to fund continuing operations related to the Company's
research, development,  manufacturing and business development activities.

The Company believes that $ 500,000 would be needed within the next 12 months
for this purpose.

The Company believes there may be a number of alternatives available to meet the
continuing capital requirements such as public and private financings. Further,
the Company placed the first order of its products and believes that will
generate new license and distributor agreements. There can be no assurance that
any of these findings will be consummated in the time frames needed for
continuing operations or on terms favorable to the Company. If adequate funds
in the future are not available, the Company will be required to significantly
curtail its operating plans and may have to sell or license out significant
portions of the Company's technology or potential products, and possibly cease
operations.

b. Going Concern

The Company incurred accumulated net losses of $ 6,077,887 from the period of
April 11, 1997 (Date of Inception) through June 30, 2008. It has recently
commenced operations of active sales and it is not profitable yet raising
substantial doubt about the Company's ability to continue as a going concern.

The Company may seek additional sources of capital through the issuance of debt
or equity financing, but there can be no assurance the Company will be
successful in accomplishing its objectives.

The ability of the Company to continue as a going concern is dependent on
additional sources of capital and the success of the Company's plan. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.

c.  Principles of Presentation and Consolidation

The consolidated financial statements include TRB Systems International, Inc.,
non-operating company and its wholly-owned subsidiary operating outside the
United States of America. The consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America. Our year end is June 30th. The year ended June 30,
2008 is referred to as "2008", the year ended June 30, 2007 is referred to as
"2007". Our consolidated statements include the accounts of the Company and its
wholly-owned subsidiary. All significant inter-company account balances and
transactions have been eliminated

d.  Use of Estimates

The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Estimates are used when accounting for certain items, such as
allowances for doubtful accounts, depreciation and amortization, income taxes
and contingencies. Actual results could differ from those estimates.

e.  Cash and Cash equivalents

For the purpose of the statements of cash flows, the Company considers as cash
equivalents:  cash on hand, cash in banks, time deposits and all highly liquid
short-term investments with maturity of three months or less.

f. Concentration of Credit Risks

Financial instruments which potentially subject the Company to concentrations
of credit risk consist principally of cash and trade accounts receivable. The
Company places its cash with high credit quality financial institutions in the
United States and China. As of June 30, 2008, the Company has no bank account
in the United States.

At June 30, 2008, the Company had deposits of $ 1,463 in banks in China. In
China, there is no equivalent federal deposit insurance as in United States; as
such these amounts held in banks in China are not insured. The Company has not
experienced any losses in such bank accounts through June 30, 2008. At June 30,
2008 and 2007, our bank deposits by geographic area were as follows:

    COUNTRY                   2008                        2007
----------------   ------------------------   ------------------------
United States      $  -0-          -0- %       $     -0-       -0- %
China                  1,463      100%            35,812       100 %
                   ---------     ----------    ----------  -----------
                   $   1,463      100 %        $  35,812       100 %
                   =========     ==========    ==========  ==========

In an effort to mitigate any potential risk, the Company periodically evaluates
the credit quality of the financial institutions at which it holds deposits in
China.

g. Accounts Receivable

Accounts receivable are presented net of an allowance for doubtful accounts. The
Company maintains allowances for doubtful accounts for estimated losses. The
Company reviews the accounts receivable on a periodic basis and makes general
and specific allowances when there is doubt as to the collectability of
individual balances. In evaluating the collectability of individual receivable
balances, the Company considers many factors, including the age of the balance,
customer's historical payment history, its current credit-worthiness and
current economic trends. Accounts are written off after exhaustive efforts at
collection. As of June 30, 2008 and 2007, the Company has recorded an allowance
for doubtful accounts of $ 1,969,369 which then were written-off and $ -0-,
respectively.

h.   License and Distributor Agreements

The Company's license and distributor agreements provide for compensation to be
paid during the first year of the agreements and eventual royalties on the sale
of the products. Terms of the agreements typically commence as of the date
executed and continue for a period of three years, renewable every three years.

The Company has license agreements in the following countries: Japan, India,
Nigeria & Benin, Canada, Ivory Coast, Tanzania, Brazil, Vietnam and Korea.

The Company has distributor agreements in the following states in the United
States: California in Orange County and Los Angeles County, Maryland, Delaware
and New York in Long Island County and Queens County.


                          Future Commitments Per Agreements
<TABLE>
<CAPTION>

                              1st Yr         2nd Yr         3rd Yr
    Countries                 (Bikes)       (Bikes)       (Bikes)       Total
 ----------------------     ----------    -----------   -----------   -----------

                            <c>            <c>           <c>          <c>
Licensees

Japan                        40,000         80,000        200,000      320,000
India                        50,000         90,000        200,000      340,000
Nigeria & Benin               5,000          9,000         10,000       24,000
Tanzania                      1,000          2,000          3,000        6,000
Vietnam                       4,000          7,000         10,000       21,000
Korea                        13,000         31,000         62,000      106,000

Distributors
USA

 CA-Orange County             1,500          3,000          5,000        9,500
 CA-LA County                 3,000          5,000          7,000       15,000
 Maryland & Delaware          1,000          2,000          2,840        5,840
 New York
 Long Island/Queens           1,000          2,000          3,000        6,000
----------------------------------------------------------------------------------
</TABLE>


i.  Inventories

Inventories consist of bicycles and bicycle parts. Inventories are stated at the
lower of cost or market using FIFO (First In, First Out). The Company writes
down inventory for estimated obsolescence or unmarketable inventory based upon
assumptions and estimates about future demand and market conditions. If actual
market conditions are less favorable than those projected by the Company,
additional inventory write-downs may be required.

j. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist primarily of prepayments to
vendors for merchandise that had not yet been shipped. At June 30, 2008 and
2007, our consolidated balance sheet includes prepaid expenses and other current
assets of $160,918 and $ 120,545, respectively.

k.  Property and Equipment

Property and equipment are carried at cost. Depreciation of property and
equipment is computed using the straight-line method for financial reporting
purposes at rates based on the following estimated useful lives.

    Machinery and equipment        3-10
    Furniture and fixtures         3-10
    Engineering equipment          3-10

For federal income tax purposes, depreciation is computed using the Modified
Accelerated Cost Recovery System method (MACRS) therefore temporary differences
exist. Expenditures for major renewals and betterment that extend the useful
lives of property and equipment are capitalized. Expenditures for maintenance
and repairs as charged to expense as incurred.

l.  Impairment of Long-Lived Assets

The Company has adopted FASB Statements No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. Long-lived assets are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying value
may not be recoverable. If the total fair value is less than the carrying value
of the asset, a loss is recognized for the difference. Fair value is determined
based on market quotes, if available, or is based on valuation techniques.

m.  Revenue Recognition

Staff Accounting Bulletin No. 104, "Revenue Recognition in Financial
Statements". In general, the Company records revenue when persuasive evidence
of an arrangement exists, services have been rendered or product delivery has
occurred, the sales price to the customer is fixed or determinable, and
collectability is reasonably assured. The following policies reflect specific
criteria for the various revenues streams of the Company:

The Company generates revenue from the sale of its products and records revenues
from the sale of products when the goods are shipped, title passes, and
collectability is reasonably assured.

Revenue from periodic maintenance agreements is generally recognized ratably
over the respective maintenance periods provided no significant obligations
remain and collectability of the related receivable is probable.

Revenue from the performance of services is recognized upon completion of the
service.

n.  Income Tax

We accounted for income taxes in accordance with SFAS No. 109, "Accounting for
Income Taxes". SFAS No. 109 requires the recognition of deferred tax assets and
liabilities to reflect the future tax consequences of events that have been
recognized in the Company's financial statements or tax returns. Measurement of
the deferred items is based on enacted tax laws. In the event the future
consequences of differences between the financial reporting basis and tax bases
of the Company's assets and liabilities result in a deferred tax asset, SFAS
No.109 requires an evaluation of the probability of our being able to realize
the future benefits indicated by such assets. A valuation allowance related to
a deferred tax asset is recorded when it is more likely than not that some or
the entire deferred tax asset will not be realized.

o. Foreign Currency Translation

Transactions and balances originally denominated in U.S. dollars are presented
at their original amounts. Transactions and balances in other currencies are
converted into U.S. dollars in accordance with Statement of Financial Accounting
Standards (SFAS) No. 52, "Foreign Currency Translation", and are included in
determining net income or loss.

The Company's reporting currency is the U.S. dollar. The functional currency of
the Company's Chinese subsidiaries is the Chinese dollar or Renminbi ("RMB").
For foreign operations with the local currency as the functional currency,
assets and liabilities are translated from the local currencies into U.S.
dollars at the exchange rate prevailing at the balance sheet date and weighted
average rates of exchange for the period for revenues, costs, and expenses. Net
gains and losses resulting from foreign exchange transactions are included in
the consolidated statements of operations. The cumulative translation adjustment
and effect of exchange rate changes on cash at June 30, 2008 was $23,817.
Translation adjustments resulting from the process of translating the local
currency financial statements into U.S. dollars are included in determining
accumulated comprehensive loss. As of June 30, 2008, the exchange rate for the
local currency, the Chinese dollar or RMB was $1 for 6.87180 RMB.

p. Fair Value of Financial Instruments

Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments", requires disclosures of information about the
fair value of certain financial instruments for which it is practicable to
estimate the value. For the purpose of this disclosure, the fair value of a
financial instrument is the amount at which an instrument could be exchanged in
a current transaction between willing parties, other than in a forced sale or
liquidation.

The carrying amounts reported in the balance sheet for cash, accounts and notes
receivable, due from related party, accounts payable and accrued expenses,
advances from customers, notes payable, loans and amounts due from related
parties approximate their fair market value based on the short term maturity of
these instruments.

q.  Comprehensive Income

The Company adopted SFAS No. 130, Reporting Comprehensive Income, which
establishes standards for the reporting and display of comprehensive income and
its components in the financial statements.

 r. Advertising

Advertising is expensed as incurred and were $ 62,539 for the year ended
June 30, 2008 and not material amount in 2007.

s.  Research and Development

Research and product development costs are expensed as incurred. The Company
incurred expense of $27,309 for the year ended June 30, 2008 as compared to
$29,090 for the year ended June 30, 2007.

t.  Net Operating Loss Carry-forward

Income taxes are provided for the tax effects of transactions reported in the
financial statements and consists of taxes currently due plus deferred taxes
for operating losses that are available to offset future taxable income.

u.  Reclassification

Certain account reclassifications have been made to the financial statements of
the prior year in order to conform to classifications used in the current year.
These changes had no impact on previously stated financial statements of the
Company.

v. New Accounting Pronouncements:

In July 2006, the FASB issued FASB Interpretation No. 48 ("FIN 48"), "Accounting
for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109".
FIN 48 requires that the Company recognize in the consolidated financial
statements the impact of a tax position that is more likely than not to be
sustained upon examination based on the technical merits of the position. The
provisions of FIN No. 48 will be effective for the Company beginning in the
March 2007 quarter, with the cumulative effect of the change in accounting
principle recorded as an adjustment to opening retained earnings. The Company
is currently evaluating the impact of adopting FIN No. 48.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157"). SFAS No. 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including any financial statements for an interim period within that fiscal
year. The Company is currently evaluating the impact of adopting SFAS No. 157.

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans" ("SFAS No. 158"). SFAS
No.158 provides different effective dates for the recognition and related
disclosure provisions and for the required change to a fiscal year-end
measurement date. Also, the effective date of the recognition and disclosure
provisions differs for an employer that is an issuer of publicly traded equity
securities from one that is not. For purposes of this Statement, an employer
is deemed to have publicly traded equity securities if any of the following
conditions is met: a) the employer has issued equity securities that trade in
a public market, which may be either a stock exchange (domestic or foreign) or
an over-the-counter market, including securities quoted only locally or
regionally, b) the employer has made a filing with a regulatory agency in
preparation for the sale of any class of equity securities in a public market,
or c) the employer is controlled by an entity covered by (a) or (b). An
employer with publicly traded equity securities shall initially apply the
requirement to recognize the funded status of a benefit plan and the disclosure
requirements as of the end of the fiscal year ending after December 15, 2006.
Application as of the end of an earlier fiscal year is encouraged; however,
early application shall be for all of an employer's benefit plans. The
requirement to measure plan assets and benefit obligations as of the date of
the employer's fiscal year-end statement of financial position (paragraphs 5,
6, and 9) shall be effective for fiscal years ending after December 15, 2008,
and shall not be applied retrospectively. Earlier application is encouraged;
however, early application shall be for all of an employer's benefit plans. An
employer with publicly traded equity securities shall initially apply the
requirement to recognize the funded status of a benefit plan (paragraph 4) and
the disclosure requirements (paragraph 7) as of the end of the fiscal year
ending after December 15, 2006. The Company is currently evaluating the impact
of adopting SFAS No. 158.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities-including an amendment of FAS 115".
SFAS 159 allows entities to choose, at specified election dates, to measure
eligible financial assets and liabilities at fair value that are not otherwise
required to be measured at fair value. If a company elects the fair value option
for an eligible item, changes in that item's fair value in subsequent reporting
periods must be recognized in current earnings. SFAS 159 is effective for
fiscal years beginning after November 15, 2007. The Company is currently
evaluating the potential impact of SFAS 159 on our financial statements.

In December 2007, the FASB issued SFAS 141 (revised 2007), "Business
Combinations". SFAS 141R is a revision to SFAS 141 and includes substantial
changes to the acquisition method used to account for business combinations
(formerly the "purchase accounting" method), including broadening the definition
of a business, as well as revisions to accounting methods for contingent
consideration and other contingencies related to the acquired business,
accounting for transaction costs, and accounting for adjustments to provisional
amounts recorded in connection with acquisitions. SFAS 141R retains the
fundamental requirement of SFAS 141 that the acquisition method of accounting
be used for all business combinations and for an acquirer to be identified for
each business combination. SFAS 141R is effective for periods beginning on or
after December 15, 2008, and will apply to all business combinations occurring
after the effective date. The Company is currently evaluating the requirements
of SFAS 141R.

In December 2007, the FASB issued SFAS 160, "Non-controlling Interests in
Consolidated Financial Statements - an amendment of Accounting Research Bulletin
No. 51, Consolidated Financial Statements" ("ARB 51"). This Statement amends
ARB 51 to establish new standards that will govern the (1) accounting for and
reporting of non-controlling interests in partially owned consolidated
subsidiaries and (2) the loss of control of subsidiaries. Non-controlling
interest will be reported as part of equity in the consolidated financial
statements. Losses will be allocated to the non-controlling interest, and, if
control is maintained, changes in ownership interests will be treated as equity
transactions. Upon a loss of control, any gain or loss on the interest sold
will be recognized in earnings. SFAS 160 is effective for periods beginning
after December 15, 2008. The Company is currently evaluating the requirements
of SFAS 160.

In March 2008, the FASB issued ASAS No. 161, "Disclosure about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133"
(SFAS 161), which establishes, among other things, the disclosure requirements
for derivative instruments an d hedging activities. SFAS 161 requires
qualitative disclosures about objectives and strategies for using derivatives,
quantitative disclosures about fair value amounts of and gains and losses on
derivative instruments, and disclosures about credit-risk-related contingent
features in derivative agreements. SFAS 161 is effective for fiscal periods
and interim period beginning after November 15, 2008. The Company has not
determined the impact of SFAS 159 on its financial position or results of
operations.

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" This Statement identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy).The Board is responsible for identifying
the sources of accounting principles and providing entities with a framework
for selecting the principles used in the preparation of financial statements
that are presented in conformity with GAAP. The current GAAP hierarchy, as set
forth in the American Institute of Certified Public Accountants (AICPA)
Statement on Auditing Standards No. 69, The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles, has been criticized
because (1) it is directed to the auditor rather than the entity, (2) it is
complex, and (3) it ranks FASB Statements of Financial Accounting Concepts,
which are subject to the same level of due process as FASB Statements of
Financial Accounting Standards, below industry practices that are widely
recognized as generally accepted but that are not subject to due process. The
Board believes that the GAAP hierarchy should be directed to entities because
it is the entity (not its auditor) that is responsible for selecting accounting
principles for financial statements that are presented in conformity with GAAP.
Accordingly, the Board concluded that the GAAP hierarchy should reside in the
accounting literature established by the FASB and is issuing this Statement to
achieve that result. This Statement is effective 60 days following the SEC's
approval of the Public Company Accounting Oversight Board.

In May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts." Diversity exists in practice in accounting for financial
guarantee insurance contracts by insurance enterprises under FASB Statement
No. 60, Accounting and Reporting by Insurance Enterprises. That diversity
results in inconsistencies in the recognition and measurement of claim
liabilities because of differing views about when a loss has been incurred under
FASB Statement No. 5, Accounting for Contingencies. This Statement requires
that an insurance enterprise recognize a claim liability prior to an event of
default (insured event) when there is evidence that credit deterioration has
occurred in an insured financial obligation. This Statement also clarifies how
Statement 60 applies to financial guarantee insurance contracts, including the
recognition and measurement to be used to account for premium revenue and claim
liabilities. Those clarifications will increase comparability in financial
reporting of financial guarantee insurance contracts by insurance enterprises.
This Statement requires expanded disclosures about financial guarantee insurance
contracts. The accounting and disclosure requirements of the Statement will
improve the quality of information provided to users of financial statements.
This Statement is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and all interim periods within those fiscal
years, except for some disclosures about the insurance enterprise's risk-
management activities. This Statement requires that disclosures about the risk-
management activities of the insurance enterprise be effective for the first
period (including interim periods) beginning after issuance of this Statement.
Except for those disclosures, earlier application is not permitted. This
Statement interprets Statement 60 and amends existing accounting pronouncements
to clarify their application to the financial guarantee insurance contracts
included within the scope of this Statement.

Impact of New Accounting Standards

The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position, or cash flow.

3.  ACCOUNTS RECEIVABLE

Accounts Receivable represents the balance due from the License and Distributor
agreements.

<TABLE>
<CAPTION>
                                                 2008                     2007
                                          -------------------       ------------------

                                              <c>                       <c>


 Accounts Receivable                         $     370,295            $   2,614,767
 Less: Allowance for Doubtful Accounts                 -0-                 (375,000)
                                          ------------------         ----------------
 Net Accounts Receivable                     $     370,295             $   2,239,767
                                          ==================         ================

</TABLE>


NOTE 4 - INVENTORIES

At June 30, 2008 and 2007, inventories consisted of:

<TABLE>
<CAPTION>

                                                2008                      2007
                                           ----------------           --------------
  
                                            <c>                       <c>

    Parts ......................             $      6,482              $      8,416
    Finished goods .............                   78,850                    64,205
                                           ----------------            -------------
                                                   85,332                    72,621
    Less: Reserve for slow moving inventory           -0-                      -0-
                                           ----------------            -------------
                                             $     85,332              $     72,621
                                             ==============            =============

</TABLE>

5. PROPERTY AND EQUIPMENT

Fixed assets are summarized by classifications as follows:

<TABLE>
<CAPTION>

                                                  2008                  2007
                                            ------------------    ------------------

                                                <c>                   <c>
Office Equipment                             $     77,598            $     43,424
Tools and Machinery                                79,321                  79,321
Automobile                                         50,947                  50,947
Moldings                                          767,518                 689,061
Booth for Show                                    137,470                 137,470
Informational tapes and other
   promotional materials                           50,000                  50,000
                                            ------------------    ------------------
                                                1,162,854               1,050,223
Less: Accumulated Depreciation                  (902,998)               (883,248)
                                            -----------------      -----------------
                                             $    259,856            $    166,975
                                            =================      =================
</TABLE>

6. RELATED PARTY TRANSACTIONS

ABL Properties, wholly owned by Byung Yim, President, CEO of TRB Systems
International, Inc., and under common control with the Company, owns the
patents. These patents are exclusively licensed to TRB Systems Inc, the
subsidiary (TRB) for the worldwide manufacture and sale of the Transbar Power
System (TPS). The timing, methodology and general details of the manufacture and
sales are left to TRB, as is the design and utilization of the goods employing
the technology. The rights, licensed to TRB by ABL Properties Company, call for
a payment of $200,000 during the first year of active sales, 1% royalty on
annual sales to $10,000,000, 0.75% on sales over $10,000,000 but under
$20,000,000, and 0.5% on all sales thereafter.  And all profits gleaned from
international sales to an aggregate limit of $3,325,000. ABL Properties and the
Company initially agreed to defer payment of the $200,000 until TRB Systems Inc
has suitable cash flow to meet its current needs. However, during the year
ended June 30, 2007, considered to be first year of active sales, Company became
liable for $ 200,000 patent payment and the same amount was offset to indebtness
to related parties.

Any cost incurred by TRB Systems Inc. to maintain the patents and that calls for
reimbursement by ABL according to the agreement, will be used as a credit toward
the $200,000 license fees due to ABL on the first anniversary following the
commencement of active bicycle sales. As of June 30, 2008, ABL Properties owes
the Company $ 143,395 and $ 200,000 is owed to ABL Properties.

During the year Byung Yim, CEO and director of the Company made loans to the
Company as the need for additional capital arose. As of June 30, 2008, the
outstanding amount due was $ 443,178.

The net payable to ABK Properties and Byung Yim is $499,783 as of June 30,
2008.

7.  ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses also include the capitalized portion of
legal and consulting expenses incurred in the development of standardized
contacts, promotional materials and the filling and registration of patents, and
are amortized over a sixty-month period. As of June 30, 2008 the accounts
payable and accrued expenses were $ 21,885 and $ 220,119 as of June 30, 2007.
During the year ended June 30, 2008, management as written off  $220,119 accrued
expenses originating from prior to year 2000 under the basis that no creditor
has pursued collection to date and internal determination that these payable
will ever be paid. Such a transaction resulted in reduction of accounts payable
and recognition as income from forgiveness of debts in the statements of
operations.

8. ADVANCE FROM A CUSTOMER

The company received advance from a customer in anticipation of future shipment.
The terms depend case by case in that it may be refundable or forfeited as
stipulated by related provision in the sales contracts.

Advance from a customer is refundable in case if the shipment doesn't occur
within the specified time. Advance becomes earned revenue when the goods are
shipped and invoiced.

9.  NOTES AND INTEREST PAYABLE

Notes payable are unsecured notes to individuals from whom the Company borrowed
funds for working capital.  As of June 30, 2008, the Company had notes payable
in the amount of $2,028,856 and accrued interest payable of $ 785,360. Interest
expense attributable to notes payable totaled $ 159,031 during the year 2008.
Company has successful renegotiated with all of the creditors for its
modification of interest rates lower and extension of maturity.

<TABLE>
<CAPTION>

As of June 30, 2008:

                    Notes Payable                       Rate-Simple   Accrued Interest
 Note Holder         Balance        Maturity Date        Interest          Amount
--------------    --------------   ------------------  -----------   ------------------

                    <c>                <c>              <c>                <c>
In W.Whang          $  100,000         06/30/2009          10%              $ 88,750
Byung K.Cho             30,215         06/30/2009          10%                16,618
Janak Shah             120,000         05/10/2010          10%                83,400
Xiao Wei Lu             45,000         12/30/2010          10%                25,494
Ok Yeo Chong           127,887         12/31/2010          10%                40,669
Joon Ki Moon           100,000         06/30/2009          10%                64,000
Young Sik Kwon         695,652         12/31/2010          10%               326,954
Seok Nyu Lee            12,931         10/09/2010          10 %                8,633
Kil Ja Bark             99,138         02/09/2011          10%                61,466
Hwa Suk Kim             12,931         11/26/2009          10%                 9,310
Byung Yim               41,530         06/30/2010          0%                  3,828
Ok Yeo Chong           246,556         12/31/2010          10%                56,239
Ok Yeo Chong           346,696         12/31/2011          0-10 %                -0-
Byung Yim               50,320         12/31/2011          0 %                   -0-
---------------------------------------------------------------------------------------
       Total       $ 2,028,856                                             $ 785,360
---------------------------------------------------------------------------------------
</TABLE>

 10.  CONVERTIBLE DEBT

The Company entered into three loan agreements, two for $50,000 on February 29,
2003 and one for $42,611 on January 17, 2003 in the total amount of $ 142,611
which carry annual interest rate equivalent to U.S. bank's prime rate.

The notes are convertible into shares of the Company's common stock at a price
of $1 per share at the lenders option on December 31, 2004. The notes may be
required to be repaid if the value per share at the time of conversion falls
below $1, at which time the Company will have to repay the face amount of the
notes plus (10%) ten percent. As of June 30, 2008 the lenders have not exercised
their option, management is negotiating an extension on the notes.

11.  PENDING SUITS AND JUDGMENT

As of June 30, 2008, there are outstanding judgments in the amount of $381,000
against the Company. Management asserts that negotiations have been initiated to
have the amounts reduced but the outcome of such negotiations is uncertain.
Management believes the company is not in the financial position to pay these
amounts within one-year period.

The outstanding judgments consist of:
<TABLE>
<CAPTION>


Creditors / Creditors' Attorneys                       2008                 2007
                                          -------------------------------------------------

                                                  <c>                  <c>
Cherenson, Carroll & Holzer	                 $       44,000          $   44,000
The Sawtooth Marketing Group Inc.                      56,000              56,000
Hong 	                                                 89,000              89,000
Bernard & Koff	                                    192,000             192,000
                                          -------------------------------------------------
                              Total            $      381,000          $  381,000
                                          -------------------------------------------------
</TABLE>

12.  CAPITAL STOCK

The company is authorized to issue 30,000,000 at $0.001 par value share. As of
June 30, 2008 the amount of voting common shares issued and outstanding are
23,699,922 and additional paid in capital of $ 3,228,810.

On May 22, 2007, Company issued a total of 130,000 to separate individual and
entity in exchange for professional service rendered valued at $ 5,200 or $ .04
per share. On the same date, additional 786,920 shares were issued in exchange
for cash contribution of $ 118,038 valued at $ .15 per shares.

13.  NET LOSS PER SHARE

Net loss per common share for the years ended June 30, 2008 and 2007 is
calculated using the weighted-average number of common shares outstanding and
common shares equivalents during the periods.

14.  INCOME TAX

The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). SFAS 109 requires
the recognition of deferred tax assets and liabilities for both the expected
impact of differences between the financial statements and the tax basis of
assets and liabilities, and for the expected future tax benefit to be derived
from tax losses and tax credit carryforwards. SFAS 109 additionally requires
the establishment of a valuation allowance to reflect the likelihood of
realization of deferred tax assets. Realization of deferred tax assets,
including those related to the U.S. net operating loss carryforwards, are
dependent upon future earnings, if any, of which the timing and amount are
uncertain. Accordingly, the net deferred tax asset related to the U.S. net
operating loss carryforward has been fully offset by a valuation allowance. The
Company is governed by the Income Tax Law of the People's Republic of China and
the United States.

The Company has a US net operating loss carry forward for tax purposes totaling
approximately $ 5,041,202 at June 30, 2008. The net operating loss carries
forwards for United States income taxes, which may be available to reduce future
years' taxable income. These carry forwards will expire, if not utilize,
through 2027 and are subject to the Internal Revenue Code Section 382, which
places a limitation on the amount of taxable income that can be offset by net
operating losses after a change in ownership. . Management believes that the
realization of the benefits from these losses appears uncertain due to the
Company's continuing losses for United States income tax purposes. Accordingly,
the Company has provided a 100% valuation allowance on the deferred tax asset
benefit to reduce the asset to zero. Management will review this valuation
allowance periodically and make adjustments as warranted.

The Company's subsidiary in China is governed by the Income Tax Law of the
Peoples Republic of China concerning Foreign Investment Enterprises and Foreign
Enterprises and local income tax laws (the "PRC Income Tax Law"). Pursuant to
the PRC Income Tax Law, wholly foreign owned enterprises are subject to tax at
a statutory rate of approximately 25 %. The Company intends to utilize profits
earned by its Chinese based subsidiary in China to expand its PRC based
operations.

The table below summarizes the differences between the Company's effective tax
rate and the statutory federal rate as follows for the periods ended June 30,
2008 and 2007:

<TABLE>
<CAPTION>

                                                          Year Ended         Year Ended
                                                            June 30,          June 30
                                                             2008                2007
                                                       -----------------  -----------------

                                                           <c>                 <c>
Tax benefit computed at "expected" statutory rate       $   (637,693)      $    (151,213)
State income taxes, net of federal effect                   (191,258)            (45,352)
US effective rate in excess of China tax                            -                   -
Other permanent differences                                         -                   -
China tax exemptions                                                -                   -
Increase in valuation allowance                               858,951             196,565
                                                        ---------------   ----------------
Net income tax benefit                                   $          -      $            -
                                                         ==============   ================
</TABLE>


Deferred tax assets and liabilities are provided for significant income and
expense items recognized in different years for tax and financial reporting
purposes. Temporary differences, which give rise to a net deferred tax asset is
as follows:

<TABLE>
<CAPTION>

                                                        June 30,          June 30,
                                                          2008             2007
                                                    ---------------    ----------------

                                                       <c>                <c>
Tax benefit of net operating loss carryforward       $  2,243,335        $  1,384,384
Allowance for inventory obsolescence                            -                   -
Valuation allowance                                   (2,243,335)         (1,161,805)
                                                    ---------------    ---------------
Net deferred tax asset recorded                      $          -        $    222,579
                                                     ==============    ===============
</TABLE>


After consideration of all the evidence, both positive and negative, management
has recorded a valuation allowance at June 30, 2008 and 2007, due to the
uncertainty of realizing the deferred income tax assets. During 2008, the
valuation allowance was increased by $ 858,951 from the prior year.

NOTE 15- OPERATING RISK

(a) Concentration of credit risk

Financial instruments that potentially expose the Company to concentration of
credit risk consist primarily of cash, accounts and notes receivable. The
Company places its cash with financial institutions with high credit ratings.
Substantially all of the Company's cash accounts are located in Tianjin, of the
Peoples Republic of China ("PRC").

(b) Country risk

Revenues of Alenax are mainly derived from the sale of finished bikes and parts
in the PRC. The Company hopes to expand its operations to countries outside the
PRC, however, such expansion has not been commenced and there are no assurances
that the Company will be able to achieve such an expansion successfully.
Therefore, a downturn or stagnation in the economic environment of the PRC could
have a material adverse effect on the Company's financial condition.

(c) Product risk

Alenax might have to compete with larger companies who have greater funds
available for expansion, marketing, research and development and the ability to
attract more qualified personnel.  There can be no assurance that Alenax will
remain competitive should this occur.

(d) Exchange risk

The Company cannot guarantee that the current exchange rate will remain steady,
therefore there is a possibility that the Company could post the same amount
of profit for two comparable periods and because of a fluctuating exchange rate
actually post higher or lower profit depending on exchange rate of Chinese
Renminbi (RMB) converted to U.S. dollars on that date. The exchange rate could
fluctuate depending on changes in the political and economic environments
without notice.

(e) Key personnel risk

The Company's future success depends on the continued services of Mr. Byung D.
Yim, both in China and in the United States. The loss of his service would be
detrimental to the Company and could have an adverse effect on business
development. The Company does not currently maintain key man insurance on his
life. Future success is also dependent on the ability to identify, hire, train
and retain other qualified managerial and other employees.

NOTE 16 - SEGMENT INFORMATION

The following information is presented in accordance with SFAS No. 131,
Disclosure about Segments of an Enterprise and Related Information. In the year
ended June 30, 2008, the Company operated in two reportable business segments
(1) licensing and (2) wholesale of finished bikes and parts segment.

The Company's reportable segments are strategic business units that offer
different products. The Company's reportable segments, although integral to the
success of the others, offer distinctly different products and services and
require different types of management focus. As such, these segments are
managed separately.

Condensed information with respect to these reportable business segments for the
year ended June 30, 2008 is as follows:

<TABLE>
<CAPTION>
                              Licensing Segment     Wholesale of Bikes     Consolidated
                                 Segment (1)           Segment (2)            Total
                            -------------------    --------------------  -----------------

                                 <c>                   <c>                  <c>
Net Revenues                    $  556,400              $ 53,965             $ 610,365
Cost of sales                     (45,970)              (45,970)
Operating expenses             (2,193,666)             (224,297)           (2,417,963)
(excluding depreciation
Depreciation and amortization
Interest expense                  (79,516)              (79,516)             (159,032)
Segment Assets                   $ 719,190           $   317,046           $ 1,036,236

</TABLE>


 17.  COMMITMENTS AND CONTINGENCIES

17.1  Lease Commitments

Company leases its office space in Tianjin China on a month-to-month basis. Its
monthly minimum rental is $1,000.

Rental expense for the year ended June 30, 2008 and 2007 are $ 18,421and
$15,578, respectively.

17.2   Litigation

As per the Company, as of June 30, 2008, there are no material actions, suits,
proceedings or claims pending against or materially affecting the Company, which
if adversely determined, would have a material adverse effect on the financial
condition of TRB International Systems, Inc. other than the judgments in
note 11.

NOTE 18 - SUBSEQUENT EVENTS

 There is no subsequent event(s) management believes it is to be disclosed.




Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE


On July 27, 2007, the board of directors of the Company approved the dismissal
of Chang G. Park, CPA, Ph.D, our independent accountants and the appointment of
Stan J. H. Lee, CPA, certified public accountants, as our principal independent
accountant. Chang G. Park, CPA, PH.D has issued its auditor's report on the
Company's financial statements for the year ended June 30, 2006, as well as
having reviewed our interim financial statements.

Chang G. Park, CPA, Ph.D's report dated August 18, 2006 on our financial
statements for the most recent fiscal year ended June 30, 2006 did not contain
an adverse opinion or disclaimer of opinion, or qualification or modification
as to uncertainty, audit scope, or accounting principles, except that it
contained a separate paragraph stating:

"The consolidated financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company's losses from operations raise substantial
doubt about its ability to continue as a going concern.  The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty."

In connection with the audit of our financial statements for the most recent
year ended June 30, 2006 and in the subsequent interim periods through the date
of dismissal, there were no disagreements, resolved or not, with Chang G. Park,
CPA, PH.D. on any matters of accounting principles or practices, financial
statement disclosure or auditing scope or procedures, which disagreements, if
not resolved to the satisfaction of Chang G. Park, CPA, PH.D, would have caused
Chang G. Park, CPA, PH.D to make reference to the subject matter of the
disagreement in connection with their report on the financial statements for
such year.

During the year ended June 30, 2006, and in the subsequent interim periods
through the date of dismissal, there were no reportable events as described in
Item 304(a)(1)(iv)(B) of Regulation S-B.

During the year ended June 30, 2006, and the subsequent interim periods through
the date hereof, we have not, nor has any person on our behalf, consulted with
Stan J. H. Lee, CPA, regarding either the application of accounting principles
to a specific completed or contemplated transaction, or the type of audit
opinion that might be rendered on our financial statements, nor has Stan J. H.
Lee, CPA provided to us a written report or oral advice regarding such
principles or audit opinion on any matter that was the subject of a
disagreement or reportable event set forth in Item 304(a)(1)(iv) of Regulation
S-B with our former principle independent accountant.



Item 9A(T).    CONTROL AND PROCEDURES


(a) Evaluation of disclosure controls and procedures. The Company's Chief
Executive Officer and Chief Financial Officer, after evaluating the
effectiveness of the Company's disclosure controls and procedures (as defined
in Exchange Act Rulers 13a-15(e) and 15d-15(e) have concluded that, as of June
30, 2008, the Company's disclosure controls and procedures were adequate and
effective to ensure that material information relating to the Company and its
consolidated subsidiary would be made known to them by others within those
entities.

(b) Management's report on internal control over financial reporting. The
Company's management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rule 13a-15(f) under the
Securities Exchange Act of 1934, as amended. The Company's management assessed
the effectiveness of its internal control over financial reporting as of June
30, 2008. The Company's management concluded that, as of June 30, 2008, its
internal control over financial reporting is effective.

(c) Changes in internal controls. There has been no change in the Company's
internal control over financial reporting that occurred during the fourth
quarter of fiscal 2008 that has materially affected, or is reasonably likely
to materially affect, its internal control over financial reporting.

The Company's management, including its Chief Executive Officer and Chief
Financial Officer, does not expect that the Company's disclosure controls and
procedures or its internal controls will prevent all error and all fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company have been
detected.




Item 9B.   OTHER INFORMATION


None.





                                         PART III



Item 10.   DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE


The following table sets forth certain information concerning directors,
executive officers and key employees of the Company:

     Name          Age               Positions
---------------  -----  -------------------------------------------------------
Byung D. Yim       67   President, Chief Executive Officer, Chief Financial
                        Officer, and Director
Marn T. Seol       69   Vice Chairman of the Board of Research and Development
August Rheem       73   Vice President & Director
Joon Ki Moon       29   Secretary & Director

Byung D. Yim, has been our Chief Executive Officer, President, Chief Financial
Officer, Secretary, and Chairman of the Board of Directors since 1997.  From
January 2006 to present Mr. Yim also serves as President and CEO of Alenax
(Tianjin) Bicycle Corp., our operating subsidiary.  Mr. Yim graduated from of
Han Yang University of Korea with a B.A. degree in Nuclear Engineering and
Electronics.

Marn T. Seol has been our Vice Chairman of Research and Development since July
1993. Mr. Seol is the inventor of both propulsion for lever propelled bicycles
and multi-purpose transmission mechanisms for bicycles. Mr. Seol began pursuing
his interest in designing bicycles in 1976 by opening Dong Yang Industrial Co.,
Ltd. in Korea.

August Rheem has been our Vice President since January 1996 and elected to new
board of director in May, 2006. Mr. Rheem graduated with a BA degree in
economics from Yen Se University in Seoul, Korea.  Prior to his joining the
Company, he had served as President of Leisure Dynamic Corp. for eight years,
and President of H.J. Sports, Inc. for twelve years.

Joon Ki Moon has been served our secretary since December 15, 2006. Prior to his
joining the Company from March 2002 to December 2003, he was Team Chief of
General Management Department at TRB Global Corp., a bicycle manufacturer in
Seoul, Korea. From January 2004 through September 2006, Mr. Moon held various
part-time or internship positions at Alenax (Tianjin) Bicycle Corp., the
subsidiary of the Company, most recently as Assistant to President of Alenax
(Tianjin) Bicycle Corp. Mr. Moon holds a Bachelor degree in Economics from Kang
Won University in Kang Won-Do, Korea and a Bachelor degree in Chinese from
Nankai University in Tianjing, China.

Election of Directors and Officers

Holders of our common stock shares are entitled to one (1) vote for each share
held on all matters submitted to a vote of the shareholders, including the
election of directors.  Cumulative voting with respect to the election of
directors is not permitted.

The Board of Directors of the Company shall be elected at the annual meeting of
the shareholders or at a special meeting called for that purpose.  Each director
shall hold office until the next annual meeting of shareholders and until the
director's successor is elected and qualified.  If a vacancy on the Board of
Directors, including a vacancy resulting from an increase in the number of
directors then the shareholders may fill the vacancy at the next annual meeting
or at a special meeting called for the purpose, or the Board of Directors may
fill such vacancy.

Family Relationships

Mr. August Rheem is brother of Mr. Byung Yim, the President and CEO of the
Company.

Significant Employees

There are no significant employees other than our executive officers.

Involvement on Certain Material Legal Proceedings

During the last five years:

  (1) No director, officer, significant employee or consultant has been
convicted in a criminal proceeding, exclusive of traffic violations.

  (2) No bankruptcy petitions have been filed by or against any business or
property of any director, officer, significant employee or consultant of the
Company nor has any bankruptcy petition been filed against a partnership or
business association where these persons were general partners or executive
officers.

  (3)  No director, officer, significant employee or consultant has been
permanently or temporarily enjoined, barred, suspended or otherwise limited from
involvement in any type of business, securities or banking activities.

  (4) No director, officer or significant employee has been convicted of
violating a federal or state securities or commodities law.

Director Independence

Our board of directors reviewed the independence of the directors using the
criteria established by the American Stock Exchange and has determined that none
of our directors is independent based upon such criteria.

Committees of the Board of Directors

We do not have a separately designated audit, nominating or compensation
committee or committee performing similar functions.

Audit Committee and Audit Committee Financial Expert

We have not formally appointed an audit committee, and therefore, our board of
directors serves the function of an audit committee.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our executive
Officers, directors and persons who beneficially own more than 10% of our Stock,
to file initial reports of ownership and reports of changes in ownership with
the Securities and Exchange Commission. Executive officers, directors and
greater than 10% beneficial owners are required by applicable regulations to
furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of the copies of such forms furnished to us and
information involving securities transactions of which we are aware, we believe
that during the fiscal year ended June 30, 2008, our executive officers,
directors and greater than 10% beneficial stockholders were complied with
Section 16(a) filing requirements, except that Mr. Joon Ki Moon, our secretary,
failed to file "Initial Statement of Beneficial Ownership of Securities" on
Form 3 when he was selected as secretary of the Company in December 2006.




Item 11.    EXECUTIVE COMPENSATION


The following table sets forth all compensation paid in respect of our Chief
Executive Officer and those individuals who received compensation in excess of
$100,000 per year (collectively, the "Named Executive Officers") for our last
two completed fiscal years.

Summary Compensation Table:

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------
                                                         Non-         Nonquali-
                                                        Equity          fied
                                                      Incentive      Deferred         All
Name and                             Stock    Option    Plan        Compensation      Other
Principal          Salary   Bonus   Awards   Awards  Compensation     Earnings    Compensation    Total
Position     Year    ($)     ($)     ($)      ($)       ($)              ($)          ($)          ($)
--------------------------------------------------------------------------------------------------------

          <c>     <c>     <c>     <c>      <c>       <c>           <c>            <c>         <c>
Byung Yim   2008   50,000     -       -        -         -             -               -        50,000
CEO and     2007   50,000     -       -        -         -             -               -        50,000
President   2006   50,000     -       -        -         -             -               -        50,000
--------------------------------------------------------------------------------------------------------
</TABLE>


Option/SAR Grants

We do not have stock option plans.  No stock options have been granted or
exercised by any of the officers or directors since our inception.

Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Values

No individual grants of stock options, whether or not in tandem with stock
appreciation rights known as SARs or freestanding SARs have been made to any
executive officer or any director since the Company's inception; accordingly,
no stock options have been granted or exercised by any of the officers or
directors.

Long-Tem Incentive Plans and Awards

We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance. No individual grants or agreements
regarding future payouts under non-stock price-based plans have been made to
any executive officer or any director or any employee or consultant since our
inception; accordingly, no future payouts under non-stock price-based plans or
agreements have been granted or entered into or exercised by any of the
officers or directors or employees or consultants since we were founded.

Compensation of Directors

We have not paid our directors compensation for serving on our board of
directors. Our Board of Directors may in the future decide to award the members
of the Board of Directors cash or stock based consideration for their services
to us, which awards, if granted shall be in the sole determination of the Board
of Directors.

Employment Contracts, Termination of Employment, Change-in-Control
Arrangements

There are no employment agreements between the Company and its executive
officers. There are no compensatory plans or arrangements, including payments
to be received from the Company, with respect to a named executive officer, if
such plan or arrangement would result from the resignation, retirement or any
other termination of such executive officer's employment with us or form a
change in control or a change in the named executive officer's responsibilities
following a change in control.




Item 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT AND RELATED STOCKHOLDER MATTERS



Security Ownership of Certain Beneficial Owners

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of June 30, 2008, each person who is known by
us to own beneficially more than 5% of our outstanding common stock. We have
only one class of securities outstanding.  The beneficial owners of the common
stock listed below, based on information furnished by such persons, have sole
investment and voting power with respect to such shares, subject to community
property laws where applicable.

<TABLE>
<CAPTION>

     Title of           Name and Address      Amount and Nature of    Percent of
      Class           of Beneficial Owner     Beneficial Ownership      Class (1)
 -----------------  ---------------------   ------------------------  ------------

                      <c>                         <c>                  <c>
 Common Stock         Byung D.Yim                      1,950,000          8.06%
                      1 Yong An Road
                      Tianjin, 300024, China

Common Stock         Motion Plus International (2)     5,752,998         23.80%
                     1472 Cedarwood Dr.
                     Piscataway, NJ 08854

Common Stock         Alexander B. Yim (3)              3,802,500         15.73%
                     6721 Washington Ave. Apt. 191
                     Ocean Spring, MS 39564
 ------------------------------------------------------------------------------------
</TABLE>

(1)	Based on 24,169,922 shares of common stock outstanding as of September 27,
      2008.

(2)	5,752,998 shares owned by Motion Plus International Corp. and Byung Yim
      is president of the company.

(3)   Alexander B. Yim is the son of Byung Yim.


Security Ownership of Management

The table below set forth certain information, as of September 27, 2008, all of
our directors and executive officers who beneficially owned our voting
securities and the amount of our voting securities owned by the directors and
executive officers as a group.

<TABLE>
<CAPTION>

    Title of        Name and Address     Amount and Nature of      Percent of
    Class          of Beneficial Owner    Beneficial Ownership      Class (1)
 --------------- ----------------------- ------------------------ --------------

                     <c>                       <c>                 <c>
Common Stock        Byung Yim (2)                  1,950,000            8.06%
                    One Yong An Road
                    Tianjin, 300024, China

Common Stock        Marn T. Seol (3)               1,003,000           4.15 %
                    One Yong An Road
                    Tianjin, 300024, China

Common Stock        August Rheem (4)                  25,000          0.001 %
                    19591 Aspendale Sq.
                    Ashburn, Va 20147

Common Stock        Joon K. Moon                     123,950          0.005%
                    Rome Garden D-902
                    Tianjing, 300024, China

                    Directors and officers
                    As a group                     3,101,950           12.9%
-------------------------------------------------------------------------------
</TABLE>


(1)   Based on 24,169,922 shares of common stock outstanding as of September
      27, 2008.
(2)   Byung Yim is Chairman & CEO.
(3)   Marn T. Seol is our Vice Chairman of R&D.
(4)   August Rheem is our Vice President & Director



Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
           INDEPENDENCE


In 1994, TRB Systems International Inc. entered into an exclusive licensing
agreement with ABL Properties Company ("ABL"), which is controlled by Mr. Byung
Yim, our President, CEO and CFO.

Under the License agreement, ABL's patented technology was exclusively licensed
to TRB Systems International Inc. for the worldwide manufacture and sale of the
NMT. The timing, methodology and general details of the manufacture and sales
were left to NMT, as is the design and utilization of the goods employing the
technology. The rights, licensed to TRB Systems International Inc. by ABL
Properties Company, call for a payment of $200,000 during the first year of
active sales, 1% royalty on annual sales to $10,000,000, 0.75% on sales over
$10,000,000 but under $20,000,000, and 0.5% on all sales thereafter. And all
profits gleaned from international sales to an aggregate limit of $3,325,000.
ABL Properties and the Company agreed to defer payment of the $200,000 until
TRB Systems International Inc has suitable cash flow to meet its current needs.

Any cost incurred by TRB Systems International Inc. to maintain the patents and
that calls for reimbursement by ABL according to the agreement, will be used as
a credit toward the $200,000 license fees due to ABL on the first anniversary
following the commencement of active bicycle sales. As of June 30, 2007, ABL
Properties owes the Company $44,188.

During the year Byung Yim, our CEO and a director, made loans to us as the need
for additional capital arose. As of June 30, 2007, the outstanding amount due
was $443,178.



Item 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES


(1)  Audit Fees.  The aggregate fees billed us for each of the last two fiscal
years for professional services rendered by our principal accountant for the
audit of our annual financial statements and review of our quarterly financial
statements included in our reports on 10Q and other services typically provided
by an accountant in connection with statutory and regulatory filings or
engagements for fiscal 2008 and 2007 were $17,000 and $19,750, respectively.

(2)  Audit-Related Fees:   None.

(3)  Tax Fees:   None.

(4)  All Other Fees:   None.

(5)  Audit Committee's Pre-Approval Policies and Procedures

Inasmuch as we do not have an audit committee, our board of directors performs
the functions of its Audit Committee. Section 10A(i) of the Securities Exchange
Act of 1934 prohibits our auditors from performing audit services for us as
well as any services not considered to be "audit services" unless such services
are pre-approved by the board of directors in lieu of the audit committee) or
unless the services meet certain de minimum standards.

The board of directors has adopted resolutions that provide that the board must:

(i) Pre-approve all audit services that the auditor may provide to us as
required by Section 10A(i)(1)(A) of the Securities Exchange Act of 1934, as
amended by the Sarbanes-Oxley Act of 2002.

(ii) Pre-approve all non-audit services (other than certain de minim services
described in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, as
amended by the Sarbanes-Oxley Act of 2002), that the auditors propose to provide
to us.

The board of directors considers at each of its meetings whether to approve any
audit services or non-audit services. The percentage of hours expended on the
principal accountant's engagement to audit our financial statements for the
most recent fiscal year that were attributed to work performed by persons other
than the principal accountant's full time, permanent employees was 0%.




                                   PART IV



Item 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULE


(1) Exhibits

Exhibit No.                       Description
-------------------------------------------------------------------------------
   3.1     Article of Incorporation (Incorporated by reference to Registration
           Statement on Form SB-2/A filed on February 25, 1998, Commission File
           No. 333-7242).

   3.2     Bylaws (Incorporated by reference to Registration Statement on Form
           SB-2/A filed on February 25, 1998, Commission File No. 333-7242).

   10.1    Lease of Taiwan Office (Incorporated by reference to Registration
           Statement on Form SB-2/A filed on February 25, 1998, Commission File
           No. 333-7242).

   10.2    Exclusive Licensing Agreement between TRB Systems International Inc.
           and ABL Properties Company (Incorporated by reference to Registration
           Statement on Form SB-2/A filed on February 25, 1998, Commission File
           No. 333-7242).

   10.3    Patent Registration and Assignment to ABL Properties Company
           (Incorporated by reference to Registration Statement on Form SB-2/A
           filed on February 25, 1998, Commission File No. 333-7242).

   10.5    License and Marketing Agreement with Mr. Konan Kouadio Simeon for
           Ivory Coast (Incorporated by reference to Registration Statement on
           Form SB-2/A filed on February 25, 1998, Commission File No.
           333-7242).

   10.6    Joint Venture Agreement between with Mr. Janak Shah for India
           (Incorporated by reference to Registration Statement on Form SB-2/A
           filed on February 25, 1998, Commission File No. 333-7242).

   10.7    License and Marketing Agreement with Mr. Abbas R. Datoo for Tanzania
           (Incorporated by reference to Registration Statement on Form SB-2/A
           filed on February 25, 1998, Commission File No. 333-7242).

   10.8    Distributorship Agreement with Mr. Kishor M. and Gira K. Dattani for
           Countries in California (Incorporated by reference to Registration
           Statement on Form SB-2/A filed on February 25, 1998, Commission File
           No. 333-7242).

   10.9    Licensing and Marketing Agreement with Stella Kujembola for Benin
           and Nigeria (Incorporated by reference to Registration Statement on
           Form SB-2/A filed on February 25, 1998, Commission File
           No. 333-7242).

   10.10   Sino-Danish Manufacturing Agreement (Incorporated by reference to
           Registration Statement on Form SB-2/A filed on February 25, 1998,
           Commission File No. 333-7242).

   10.11   Kun Teng Industries Agreement (Incorporated by reference to
           Registration Statement on Form SB-2/A filed on February 25, 1998,
           Commission File No. 333-7242).

   21      Subsidiaries of the registrant (Incorporated by reference to Annual
           Report on Form 10-KSB filed on June 22, 2006, Commission File
           No. 333-7242).

   31.1    Section 302 Certification of CEO and CFO

   32.1    Section 906 Certification of CEO and CFO


(2)  Financial Statement Schedule

     None.







                                               SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



TRB SYSTEMS INTERNATIONAL INC.



By:/s/ Byung Yim
--------------------------------------------------
Byung Yim, President, Chief Executive Officer and
Chief Financial Officer

Date:   September 27, 2008



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:


By: /s/ Byung Yim
--------------------------------------------
Byung Yim, President, CEO, CFO and Director

Date:   September 27, 2008



By: /s/ August Rheem
------------------------------------------
August Rheem, Vice President and Director


Date:  September 27, 2008