SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                        __________________________


                                FORM 10-K

             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
                   THE SECURITIES EXCHANGE ACT OF 1934


        For fiscal year ended       Commission File Number 333-7242
        June 30, 2001

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


        DELAWARE                               22-3522572
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification Number)

   21 Hutton Avenue, Suite 3
    West Orange, New Jersey                        07039
(Address of principal executive offices)        (Zip Code)

    Registrant's telephone number, including area code:    (973) 994-4488

    Securities registered pursuant to Section 12 (b) of the Act::    None.

    Securities registered pursuant to Section 12 (g) of the Act::    None.

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), YES  X  NO  and (2) had been
subject to such filing requirements for the past 90 days  YES   X   NO  .

The aggregate market value of voting stock held by non-affiliates of the
Registrant was $1,493,793 based on the average price per share of $0.175
paid for shares on the NASDAQ Bulletin Board on June 30, 2001. The Company
trades under the symbol TRBX.

There were 18,535,960 shares of common stock outstanding having a par value
of $0.001 per share as of June 30, 2001.

DOCUMENTS INCORPORATED BY REFERENCE:

Registration Statement on Form SB-2, filed on July 27, 1998, declared
effective August 12, 1998; Articles of Incorporation of the Registrant
dated April 9, 1997, and Bylaws of Registrant, previously filed as an
exhibit to the Company's Form SB-2, made effective August 12, 1998,
and Quarterly Reports on Form 10-QSB filed on November 15, 2000,
February 14, 2001, and May 14, 2001.


<PAGE>  1


                             PART I

ITEM 1 GENERAL DEVELOPMENT OF BUSINESS.

        TRB Systems International Inc. (the "Company") was incorporated in
the State of Delaware on April 9, 1997. Currently, the Company is a holding
company with one subsidiary, TRB Systems Inc., (TRB), a development stage
company, which was purchased on April 18, 1997.

        TRB Systems Inc. is a Delaware corporation, formed in April 1994, to
market and manufacture, worldwide, the Transbar Power System (TPS)
technology and its applications to the bicycle, exercycle, electric
bicycle and wheelchair. These technology rights were licensed by TRB Systems
Inc. from ABL Properties Company, the owner of the patent rights to the TPS
technology (See Licenses, Patents). TRB commenced taking orders in March
1998, and became a fully operational company in July of 1998.

        Neither the Company nor TRB have ever been a party to any material
reclassification, merger, consolidation, or purchase or sale of a significant
amount of assets not in the ordinary course of business, other than with
respect to TRB's acquisition by the Company.

Background Information

        Between 1983 and 1993, over $7.9 million was spent by Alenax
Corporation (TRB's predecessor), owned and operated by Mr. Byung Yim,
president of both TRB and TRB Systems International Inc., developing
and marketing a line of TPS bicycles. In April, 1994, TRB Systems Inc. was
incorporated to continue TPS technology development, and to manufacture
and market the finished product lines worldwide.

        TRB, licensed from ABL Properties Corp., the company owning the
patent rights to the TPS technology, the exclusive rights to market and
enhance products using the Transbar Power System (See Licenses).  TRB
intends to create what management believes is a new generation of cycling
and fitness products using the patented TPS technology. The characteristics
of the TPS technology are similar to that used in stepper machines, which
are currently one of the fastest growing segments of exercise equipment
industry. In short the technology allows the users of TRB's products to
exercise using a natural walking or jogging motion. Management believes this
produces the results the user wants- but alleviates the damage to the lower
back, hips, knees, and ankles that traditional biking, or jogging on
pavement, produce.

        TRB's technology allows users to engage in a biomechanically correct
exercise without the trauma associated with many alternate forms of
exercise. Orthopedic doctors and physical therapists have prescribed
the TPS bike for patients because of the variable stroke, non-impact motion
it provides. TRB's products are also appealing to older consumers and TRB
is well-positioned to benefit from the aging of the U.S. population.
The TPS motion provides older consumers with an exercise that is
cardiovascular and anaerobic, while at the same time is safe and gentle.

Business Development

Over the past year TRB has focused on redesigning and updating its bicycle
line, and on bringing its electric bicycles to the market. As a result, the
company has not had direct sales revenue over the past year. TRB now has a
modern, sophisticated, marketable, product line which is ready for sale,
with full production planned in December 2001 from the TRB facility in Korea.

TRB has signed an agreement with the U. S. Taekwondo Union (USTU) allowing
TRB to directly market its bicycles to the students of the over 20,000
member and non-member Taekwondo Centers. The USTU used TRB bicycles to enter


<PAGE>  2


the stadium at the 1998 World Taekwondo Championships, and at the annual
meeting of the USTU in California in November, 1998, TRB was allowed to make
a presentation regarding TRB's products and their benefits, to the attendees.
The Company has prepared marketing material for the individual Taekwondo
Centers, and it is anticipated that active sales will commence in the third
quarter of the 2001-2002 fiscal year, utilizing the new, improved, redesigned
bicycle.

In October 1999, TRB Systems International reached an agreement with Pretty
Wheel Ind., LTD. They will put up a $10 million dollar line of credit for the
production of TRB Systems electric bicycle and the upcoming Kinesio line of
products.

In June 2000, TRB Systems International started working on a hybrid bicycle
with dual motions (TRB Systems up/down motion and the traditional 360 degree
propulsion) with Shen Zhen Xidesheng Bicycle Co. Ltd., China. Shen Zhen
Xidesheng Bicycle Co. Ltd., China. has agreed to produce and supply both the
proprietary parts and to assemble our dual system TRB bicycle. The finish
product is scheduled for completion mid-December 2001.

On July, 12, 2000, Fushida Bicycle Co. Ltd., China. agreed to manufacture and
supply proprietary parts  and assemble TRB's "multi-functional" (6 different
motions) designed for children and is a major component of the Kinesio line.
We anticipate sample models to be completed by the end of October, 2001.

In April 2001, TRB purchased BITEK Bicycle Company, Ltd. of Korea, which is
the third largest manufacturer of bicycles in Korea. It is anticipated that
TRB will commence production for worldwide distribution in the second or
third quarter of next year.

Product Development

     Preliminary market research indicates that the therapeutic market is
driven primarily by product performance, while non-therapeutic markets are
more sensitive to price. The Company intends to focus its product development
and production efforts for the first year on three lines of products:
bicycles, electric bicycles, and ergometers.  TRB's introductory bicycle
line, propelled exclusively by the TPS, will consist of models with multiple
sizes for men and women.  This initial line will closely resemble the
current popular cruiser and mountain bikes that offer a comfortable upright
riding.

     Product development will continue with the introduction of an adult
tricycle.  Lightweight, higher performance bicycles will eventually also be
introduced to appeal to the performance biking community.  Other
term products will be developed to meet the dynamic and continually changing
needs of the market.

Patent Protection

     Patents covering the speed change and/or propulsion mechanism of the
Transbar Power System have been obtained and are owned by ABL in the U.S.,
China, India, Australia, Taiwan, Japan, and Korea, and patents are pending
in Europe, Brazil, and Canada.  TRB has the exclusive worldwide licensing
rights under all TPS patents, except for Taiwan and South Korea. A copy of
the patents has been files as a exhibits to the Registration on Form SB-2
files on July 27, 1998.

TRB Products and Technology

     The TPS technology has many applications.  TRB will initially focus
on three main product groups; a select line of bicycles, electric bicycles,
and two types of ergometers.  Other new product lines and licensing
opportunities will be pursued through third party alliances.

TPS Bicycle

     TPS bicycles are high quality, sophisticated products that closely
resemble conventional bicycles.  The TPS bicycle's unique design provides a
smooth, up and down pumping, or stepping action, which closely resembles the
body's natural walking and running motion.  This is the most powerful
movement a leg can make, reaching a maximum when almost fully extended.
TRB's system takes advantage of these biomechanical facts.

        The bicycle's operating principles 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.

        Research conducted by TRB leads management to believe that the TPS
bicycle provides a significant increase in propulsion power versus
conventional circular pedaling models.  The propelling force of the TPS
lever is constant, as opposed to the variable, circular ascending and
descending crank motion of conventional bicycles.  The levers which drive
the transbar system do not revolve, and their length can therefore be
increased to take advantage of the power of leverage.  Since the levers do
not revolve, the TPS bike permits greater ground pedal clearance over rough


<PAGE>  3


terrain and around turns.  Propulsion of a bicycle using the TPS
results in significantly greater distance traveled, for a given expenditure
of effort, than on the same bicycle using conventional bicycle technology.

        The overall appearance of the TRB bicycle closely resembles that of
the conventional bicycle. The major difference between TRB's bike and
conventional bikes is the TPS, which has two main components:

TRANSBAR  Two opposing bars that are attached directly to the
                pedal levers.  The pedal lever is attached to the
                Transbar at a precise angle to allow maximum power
                transfer from rider to machine.
REAR HUB  A dual ratcheting sprocket which is engaged by the
                drive chain.

The TRB BIKE is offered in five (5) models; Mountain Bike(MTB), Leisure Bike,
BMX(Children), ATB(all-terrain), and CROSS TRAINING-BIKE.  In mass production,
TRB will offer a pedal arm in lengths of either 225mm or 250mm.  This will
increase the force of each stroke and increase speed considerably compared
to the conventional pedal length of 170mm.  TRB plans to focus initially on
the single action, natural stepping motion in all the bikes with the
exception of a 20" JUVENILE BIKE that will be introduced with our
proprietary multifunctional pedal action within a 9-12 months train after
the TRB rollout.  Our tricycle will follow within one year.  TRB will attack
the high-end professional rider market in the second phase of our business
plan.  TRB is currently conducting care research to verify the speed and
efficiency of our racing prototype (i.e., longer pedal arm, therefore greater
force stroke).

TRB's in house research, consisting of trials on the bicycle and questionnaires
responded to by over 100 people indicates that first time riders or the older
population like the feel of the TRB BIKE better than a conventional bike.
Women like the fact they can wear a skirt with comfort while riding, and
those with stiff joints, limited range of motion will attest to the ease of
natural motion of TRB BIKE's pedal action compared to that of the
conventional bike.

Most conventional bikes are not structurally or functionally designed
specifically for rehabilitation per se.  The "transbar technology" fills a
large void in this huge untapped market, especially in the "middle-aged"
population.  It also is an easier motion for the beginner. The transbar
configuration in TRB's bike allows the rehabilitating person (a market with
growth of 430,000 annually in the US) who uses TRB's bike 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).

Fitness/ Home Trainer

TRB's fitness and home trainer was an outgrowth of the Company's experience
with physical therapists who used 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 the patient moved 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. TRB's
VersiTraniner meets that demand with a training and rehabilitative device
that provides six (6) different sets of exercises, which are summarized below:

1.  Alternate up and down pumping motion
2.  Simultaneous with both feet parallel to each other
3.  Bilateral-One foot pumps while the other foot rests motionless


<PAGE>  4

4.  One foot pumps 360 degrees while the other foot rest motionless
5.  360 degree rotation-conventional bike pedaling-opposed pedals
6.  Parallel pedaling-360 degree rotation

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

Electric Bike

POWER+BIKE is an outdoor bike that uses the same natural "up-down" motion
of all the TRB bicycles but with the ability to, with the twist of the
handle, become an electric bike with speed capability of 23mph.
TRB's 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 (50lbs
or more), and costly, at prices between $1400-$5000.  By comparison, TRB's
POWER+BIKE is 23lbs, light and efficient enough for the senior citizen and
women's market (can be pedaled comfortably in a business skirt or
suit)  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, TRB's management
believes the POWER+BIKE can capture a major market share within this emerging
market.

   The marketing strategy for this product is as follows:

Senior Market over the age of 50:  TRB will focus on the Sunbelt States:
Florida, Arizona, New Mexico, Nevada, California, Texas as well as North
Carolina, South Carolina, and Virginia.  Organization such as AARP
(American Association of Retired Persons) with over 5 million members will
be a main target.  This market will be cross-prospected by other major
pyschographics such Recreational Vehicle and TimeShare enthusiasts.

Recreation Vehicle Enthusiasts:  Reports by the Recreational Vehicle
International Association(RVIA) have shown that there are 9 million RVs with
2.5 users per RV, making a total of 22.5 million RV enthusiasts.
TRB has targeted RV camps in Palms Desert (California), Lake Conroe(Houston),
as well as KOA(Campgrounds of America) and Coast-to-Coast Florida, two of
the larger leaders in RV and Campgrounds.

TimeShare Market:  There are 2,500 TimeShare Properties.  TRB has contacted
key sales personnel in a new site and are currently involved in preliminary
negotiations to have the TRB POWER PLUS BIKE be a promotional premium when
buying a TimeShare unit.

Universities/Colleges:  Nationally, there are 14 million university/college
students.  Alenax had set-up a College Campus Student Leader Program in the
past with the TPS outdoor bicycle(Alenax), and TRB intends to mimic the same
marketing and sales campaign to colleges and universities.  TRB will roll-out
a similar campaign at a later date to the Prep School market, a market with
close to 1 million students.

TRB will also select large specialty stores, as well as a consortium that
sell Health Clubs in over 19 Western States.  TRB plans to develop a
campaign with International Spa, a professional spa organization and
will exhibit at their international trade show.  There are over 2,500 Spas
in this organization.

Future Product Development

   The TPS technology has many applications for future products.
Some products under consideration include:


<PAGE>  5

1.  wheelchair
2.  adult tricycles
3.  outdoor recumbent (reclining) bicycles
4.  arm/shoulder ergometers

   The outdoor recumbent bicycle has been extremely well received by
several Fortune 500 companies, based on a working prototype presented to
such companies by Dr. Dennis Colacino, COO of the Ergometer Division of TRB.

The Market

   TRB will focus on the six markets indicated below in its next year
of operation:

Alternative Transportation, Recreation & Leisure, Health & Fitness

   This market is made up of more than 60 million individuals who
currently exercise regularly.  The TRB products that will appeal to this
market are the Versi-Trainer and the outdoor TRB bicycle.

Retail Market

   From 1985 to 1995, the U.S. bike market grew at close to a 6% annual
rate.  The retail industry has averaged approximately $3 billion annually
through the 1980's and is expected to reach $5 billion by 2000.
According to the National Sporting Goods Association ("NSGA"), the retail
market for home exercise and fitness equipment grew at a compound annual
growth rate of 10.5%, from approximately $1.2 billion in 1987 to an
estimated $2.5 billion in 1997.  The sale of aerobic conditioning equipment,
including stair climbing equipment, treadmills, cross country ski exercisers,
etc., accounted for $2.0 billion in 1995, or 73.7% of this total.  In this
industry, the stepper market is the fastest growing segment.  The TPS
bicycle will be attractive to this segment because it allows the stepper
motion and muscle conditioning to be taken outdoors.

Health and Fitness Facilities

      To stay competitive, commercial health and fitness
facilities have generally found that they must continue to offer their
members state-of-the-art equipment and programs.  As a consequence, health
and fitness facilities typically will spend increasingly more on equipment
just to keep pace.  With the number of health and fitness facilities in the
U.S. estimated at 12,500 (IRSA estimate), there is significant competition
among neighboring clubs that are facing a saturated market.  These facilities
find they must offer their members every possible means of motivation to
keep them coming back.  Consequently, health and fitness facilities are
driven by the market to respond very quickly to new products.  TRB's
recumbent ergometer (Versi-Trainer) will offer health club goers the
opportunity to combine conventional circular motion with the TPS stepper
motion in a single machine.

Senior Citizens

      The senior market is the segment of the population over the age
of 50, which includes approximately 64 million Americans (25.6% of the U.S.
population).  With the aging of the Baby Boomers, this number is
going to change markedly over the next two decades.  By 2010, it is projected
that 96 million Americans (32.1% of the population) will be over the age of
50.

        The aging of the U.S. 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 older adults,
to participate regularly in safe, functional and efficient exercise which
combines aerobic conditioning and resistance training, as can be seen from
the table outlining historical and projected U.S. population demographics, on
the next page.


<PAGE>  6


Historical and Projected U.S. Population Demographics
(in millions)

                            1970    1992    2000    2005    2010

Total Population           204.0   254.8   274.2   286.3   298.9
Population Age 50 & Over    49.9    65.2    75.6    85.0    95.8
% of Total                  24.5    25.6    27.6    29.7    32.1
Population Age 65 & Over    20.0    32.1    34.4    35.8    38.8
% of Total                   9.8    12.6    12.5    12.5    13.0


   Historical data from U.S. Department of Commerce.  Projected data
from Woods & Poole Economics.

   Only recently has the medical community begun seriously to evaluate
and appreciate the importance of exercise for older adults.  Properly
prescribed, exercise can combat the muscular atrophy associated with
aging, improve cardiovascular conditioning, and strengthen and protect the
body against injury.  In addition, exercise can preserve and extend an
individual's level of physical independence and quality of life.

        To date, walking has been the number one form of exercise for
seniors.  Walking is practiced more than twice as much as any other activity,
and almost 50% of all seniors walk for exercise on a regular basis.
TRB's TPS technology offers these individuals an alternative form of
exercise, comparable to walking, that generates better cardiovascular
results while using similar muscles with less joint impact.

Rehabilitation & Therapeutic

The Rehabilitation & Therapeutic market consists of four segments:  1) post
surgical (i.e. hip and knee),  2) acute injury,  3) individuals with a
restrictive ROM (range of motion), and  4) other (i.e. arthritic,
biomechanical). There are approximately 500,000 surgeries and 1.5 million
hip and knee injuries every year.  According to a recent survey conducted by
the American Hospital Association, there are approximately 6,600 registered
hospitals in the U.S.  The following table sets forth, by type of facility,
the percentage of hospitals which make use of therapeutic exercise as a form
of treatment:


                        Percentage of                       Percentage of
Facility                U.S. Hospitals(1)  Facility         U.S. Hospitals(1)
Physical Therapy Services         78.4%  Orthopedic Surgery             66.0
Comprehensive Geriatric Assessmt  20.3   Outpatient Rehabilitation Unit 48.2
Occupational Therapy Service      54.3   Inpatient Rehabilitation Unit  13.4
Cardiac Rehabilitation Program    39.0   Geriatric Clinic                8.1
Sports Medical Clinic             18.2   Fitness Center                 14.6


      (1)   AHA, 1992 Annual Survey.


<PAGE>  7


        In addition, according to statistics compiled by the U.S. Department
of Health and Human Services, there were approximately 16,000 nursing homes
in the U.S. in 1995, with an aggregate total of approximately 1.7 million beds.
This market segment, including all categories, exceeds 8 million people. To
be successful in this market requires that exercise equipment be both
medically sound and appropriate for a wide array of therapeutic applications.
Medical institutions are acutely aware of the need for accurate and reliable
feedback from the exercise equipment used in the therapeutic process. Product
characteristics such as restrictive ROM, precise variable resistance, and
the accurate control and measurement of workout intensity are of critical
importance.

        The TRB product that will address the needs of this market is the
Fitness Versi-Trainer and the TPS bike.  Today the major form of therapy for
post hip and knee surgery is the conventional stationary bike.  The
360 degree fixed stroke is limiting because initial therapy methods limit
ROM to less than 120 degrees.  This causes a time lag before the
conventional 360 degree bike can be implemented.

        The ROM of the TPS is variable and can accommodate all ROM
restrictions, which allows patients to begin rehabilitation sooner.  The
biomechanical design of the TPS 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 reinjury.

International

        In 1995, worldwide bicycle sales were over $15 billion, equating to
over 120 million bicycles sold. Based on historical trends, worldwide sales
are expected to grow at a rate of 5% annually over the next five
years.  The two largest international markets, in units, are China and
India, with the U.S. placing third.

        40 million bicycles were sold in China in 1995.  Because of China's
population and its use of the bicycle as a primary source of transportation,
compound five year growth has been over 6%.  India's market growth is
similar to China.  In 1995, 20 million bicycles were sold in India.

        Japan, with approximately 7 million units sold in 1995, represents a
market that is skewed toward higher priced bicycles.  Europe, if looked at
as one market, is similar in both dollars and units to the U.S.;
however, the number of bicycles per capita is double that of the U.S.
(55 bikes per 1,000 people in Europe versus 25 in the U.S.)

        The international market offers TRB a tremendous opportunity in
producing short term and long term revenue with its TPS products.

Distribution Methods of the Products or Services

Marketing Plans & Products

       Currently, bicycles are sold mainly through retail outlets and
specialty bike shops; while institutional exercise equipment is sold through
trade shows, magazines and direct mail.  The bicycle industry has seen
many significant changes over the past decade in how products are distributed.
TRB intends to take advantage of the newest techniques.  The Company's long-
term strategy is to use regional distributors in the U. S. market
and licensees overseas to sell its products through a network of specialized
bike and sporting goods shops.

       The Company is currently hiring sales personnel to augment
its distribution channels to increase sales in the next fiscal year.  For the
line of ergometers, TRB plans to investigate possible alliances with existing
sporting goods manufacturers.  The Company anticipates that after brand
awareness and an established corporate image have been achieved, TRB
will be able to market its ergometers and electric bicycles through a
network of bike retailers, in accordance with the Company's long term strategy.


<PAGE>  8


Manufacturing/Technology Licensing Agreements

      In order to gain access to international and domestic markets, TRB's
products will be manufactured through contracts with existing manufacturers
around the world.  Licensing and marketing agreements will be established
with capable individuals and enterprises in selected markets. Ongoing
royalty fees will also be received from licensees. These royalties are 6% in
the first year, 5% in the second year, and 4% thereafter, with a minimum
royalty payment per year (see table below)  TRB's licensing agreement
requires the licensees to meet minimum volume and quality standards. The
quality standards refer to obligatory training in the products and their
maintenance as well as customer service, which TRB shall monitor through
comment sheets, and tracking complaints.

   The royalty/volume requirements are presented below:

                      1st Year        2nd Year        3rd Year
                      Min. Royalties  Min. Royalties  Min. Royalties
Country

India                $100,000         $220,000        $350,000

Benin/Nigeria         $15,000          $25,000         $40,000

Ivory Coast &         $10,000          $10,000         $10,000
5 other countries

Tanzania              $10,000          $20,000         $30,000

Vietnam               $10,000          $20,000         $30,000

Brazil                 50,000          100,000         200,000


   Moreover, the agreement also provides that any product enhancement
developed by TRB's licensees becomes the property of TRB.

        TRB is manufacturing its proprietary parts through a non-exclusive
relationship with Kun Teng Industries (Taiwan) to produce medium and high
end bicycles, and plans to use Tianjin Fushida Bicycle Co., Ltd.(China) as
a supplier of proprietary parts and assembled bicycles in the lower price
ranges. Fushida will be ready to begin mass production in the second
quarter 2000, and TRB has received a line of credit in China for $2 million
to support these production plans.

   TRB's ergometers will be ready for mass production by Pretty Wheel
Ind. Co., Ltd., a leading sports equipment manufacturer based in Taiwan,
during the next fiscal year.


<PAGE>  9


Competitive Business Conditions and Competitive Position in the Industry and
Methods of Competition

        There is no direct competition for the products offered by TRB. The
general competition is the bicycle industry, which is, as aforementioned,
differentiable from the TRB product line.

Sources and Availability of Raw Materials and the Names of Principal Suppliers.

        TRB uses commercially available raw materials, and does not foresee
any shortage in supply. No Supplier accounts for greater than 5% of the raw
material needs of TRB.

Dependence on One or a Few Major Customers

   No customer of the Company accounts for more than 5% of its business.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or
Labor Contracts, including Duration

Patents

   Patents covering the speed change and/or propulsion mechanism of the
Transbar Power System have been obtained and are owned by ABL in the U.S.,
China, India, Australia, Taiwan, Japan, and Korea, and patents are pending in
Europe, Brazil, and Canada.  TRB has the exclusive worldwide licensing rights
under all TPS patents, except for Taiwan and South Korea. A copy of the
patents is included as an exhibit to the Registration Statement on Form
SB-2 filed with the Securities and Exchange Commission on July 27, 1998.

Licenses

        The TPS technology rights were Licenses from ABL Properties, the
owner of the patent rights to the TPS technology, by TRB Systems Inc.  The
rights licensed to TRB by ABL Properties Company call for a payment of
$200,000 during the first year of active sales, a 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 is 100% owned
by Byung Yim, President and CEO of TRB Systems International Inc.

   Copies of the license and underlying patents are included as
exhibits to the Registration Statement on Form SB-2 filed on July 27, 1998,
and are included herein by reference.

Other Intellectual Rights

   No other patents, trademarks, licenses, franchises, concessions,
royalty agreements or labor contracts are used by the Company.

Need for Any Government Approval of Principal Products or Services

   To the best of the Company's knowledge, there are no special
requirements for government approval of its principal products or services,
other than those generally applicable to normal business operations.

Effect of Existing or Probable Governmental Regulations on the Business

   The Company is unaware of any probable regulation of its business,
other than as will apply to businesses in general.


<PAGE>  10


Estimate of the Amount Spent During Each of the Last Two Fiscal Years on
Research and Development Activities, and if Applicable the Extent to Which
the Cost of Such Activities are Borne Directly by Customers

   During the past two years TRB spent approximately $66,180 on R&D, all
of which will be borne by the customer as reflected in the price of the
products of TRB.

Costs and Effects of Compliance with Federal, State and Local Environmental
Laws

   The Company is not aware of any expenses directly attributable to
compliance with federal, state or local environment laws or regulations.

Number of Total Employees and Number of Full Time Employee

The Company has 4 full time employees, and no part time employees.

Equipment

   The fixed assets of the Company as valued for accounting purposes
have a depreciated book value of $317,813, and an non-depreciated book value
of $758,275.  The assets are principally comprised of tools and dies for the
manufacture of the components for the TPS System.

Operating Subsidiaries of the Company

   The subsidiary of the Company, TRB, generates all revenue for the
Company, and the discussions and tables referring to operations in this
prospectus refer to the revenues generated by the subsidiary.

Investment Policies

   The Company has no investment policies with respect to investments
in real estate or interests in real estate or investments in real estate
mortgages.

Item 2   PROPERTIES.

        The Company currently rents approximately 500 square feet for its
staff, at 21 Hutton Avenue, in New Jersey, as well as 2,500 square foot R&D
facility in Taiwan, with a rent of $12,864 per anum. The company also owns
a 12,000 square foot manufacturing facility in Korea.

   Management is of the opinion that its current facilities are adequate
for its immediate needs.  As the Company's business increases, additional
facilities will be required, however the current facilities are expected to
suffice until after December 31, 2001.

Item 3   LEGAL PROCEEDINGS.

   There is an outstanding action in the Supreme Court of New York with
respect to Hyun Hong. This action is currently under appeal, as a judgment
in favor of Hong was granted in the sum of $89,000. The Company feels it
will prevail in this matter. In the event that it does not, the impact will
not be of a material nature.


<PAGE>  11


There exists an outstanding action in the Supreme Court of New Jersey for
the collection of a debt by Bernard Koff for moneys lent to TRB in 1995.
The action appears premature, and has been settled as of this date for the
total sum of $190,000. The parties are currently preparing documents to
reflect the settlement, being an initial payment of $5,000, and a series of
payments of $10,000 each.

There is an action in the Supreme Court of New Jersey by Cherenson Group for
fees and disbursements incurred in their role as Public Relations Specialists
for the Company. The claim has been settled for $100,000, $57,000 of which
has already been paid.

Sawtooth Group of New Jersey has commenced an action in New Jersey Supreme
Court for $111,000 for services rendered as Marketing Consultants for
the Company. The claim has been settled for $60,000, of which $25,000
has already been paid.


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

   NONE.


<PAGE>  12

                             PART II

Item 5   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
   STOCKHOLDER MATTERS.

   The Company is authorized to issue 30,000,000 shares of Common Stock,
with a par value of $.001. Immediately prior to this filing 18,583,960 shares
of Common Stock were outstanding and held of record by 266 persons as of
September 15, 2001. The holders of Common Stock have one vote per share on all
matters (including election of directors) without provision for cumulative
voting.  Thus, holders of more than fifty percent (50%) of the shares voting
for the election of directors can elect all of the directors, if they choose
to do so. The Common Stock currently is not redeemable and has no conversion
or pre-emptive rights.  The Common Stock currently outstanding is (and the
Shares being issued pursuant to this prospectus will be) validly issued,
fully paid and non-assessable.

   In the event of liquidation of the Company's assets available for
Common Stock will share equally in any balance of the Company's assets
available for distribution to them after satisfaction of creditors and the
holders of the Company's senior securities.  The Company may pay dividends,
in cash or in securities or other property when and as declared by the board
of directors from funds legally available therefor, but has paid no
cash dividends on its Common Stock.

Transfer Agent

   The transfer agent for the Company's Capital Stock is Continental
Stock Transfer Company of New York.

Price Range of Common Stock and Dividends

   The Common Stock of the Company commenced trading in the United
States on the NASDAQ over-the-counter market on August 21, 1998.  At the end
of the 1997-1998 fiscal year there was no market for the shares of the
Company, and to the best of the Company's knowledge no shares were sold by
any shareholder to any third party.  As a result of the foregoing it was
impossible to set any price for the stock of the company for the said year.

Summary of Market Activity for the Current Fiscal Year:

                                     Bid

            Quarter Ended                           High            Low

            June 31, 1998                           none            none

            September 30, 1998                      $5.00          $5.00

            December 31, 1998                       1 15/16      1 15/16

            March 31, 1999                          1.50           1.265

            June 30, 1999                           0.875          0.625

            September 30, 1999                      1 5/8           2.00

            December 31, 1999                       1.30            1.30

            March 31, 2000                          0.75            9/16

            June 30, 2000                           0.35            0.35

            September 30, 2000                      0.26            3/16

            December 31, 2000                       5/16            0.15

            March 31, 2001                          13/16           0.13

            June 30, 2001                           0.23            0.13

   The number of Share Holders of Common Stock of the Company as of
June 30, 2001 was 266.


   Holders of Common Stock are entitled to receive dividends as may be
declared by the Board of Directors out of funds legally available therefore.
No dividends have been declared to date by the Company, nor does the Company
anticipate declaring and paying cash dividends in the foreseeable future.


<PAGE>  13


Item 6   SELECTED FINANCIAL DATA.

   Set forth below is selected financial information of the Company and
its consolidated subsidiary. The provided information is derived from the
more detailed consolidated financial statements as of June 30, 2001,
and should be read in conjunction with the consolidated financial statements
included elsewhere in this Report and are qualified in their entirety by
reference thereto (see "FINANCIAL STATEMENTS").

OPERATING RESULTS*
                              Cumulative    Fiscal year ended June 30
                              Since            2000            2001
                              Inception
                              to June 30,
                              1998
Revenues:
Sales                         $161,354          $ 0             $ 0
Cost of Sales                  146,362            0               0
Gross Profit                    14,992            0               0
Other Income                       346           33               0
License and Distribution Fees        0       60,000               58,000
Consulting Agreements                0      740,000              414,950
Total Income                    15,338      800,500              472,950

Expenses:
Total Expenses               1,781,700      493,752              441,189

Net profit (loss) before
taxes                       (1,766,362)     306,748               31,761
Loss from Judgment                                              (381,000)
Net Profit(loss)            (1,364,156)     306,781             (359,554)
Net profit (loss) per share                  $ 0.02               (0.019)


FINANCIAL POSITION:
Current Assets                            1,438,606            1,255,570
Other Assets                              2,085,909            2,085,611
Total Assets                              3,524,515            3,688,181

Current Liabilities                       1,137,575              607,417
Other Liabilities                           601,495            1,394,346
Total Liabilities                         1,739,070            2,001.763

Stockholders' Equity                      1,785,445            1,686,418


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

   The following discussion and analysis relate to factors which have
affected the financial condition and results of operations of the Company
for its fiscal years ended June 30, 2000 and June 30, 2001.

Discussion of Financial Information

   The Company has no active income save for the operational activities
of TRB. Therefore, the financial information regarding the parent company
and its subsidiary are presented on a consolidated basis.


<PAGE>  14


   TRB had emerged as an operating entity in the 1999 fiscal year.
International licenses for marketing TRB's products totaling $1,125,000 have
been granted to the Ivory Coast, Tanzania, Benin/Nigeria, Vietnam, Brazil
and India, and payments totaling $335,000 have already been received, as
well as $10,000 for the right of first refusal to be the licensee in Canada.

        For the fiscal years ended June 30, 2000, sales revenues totaled
$0, as compared to the current fiscal year, when there were no
sales revenues.

   The overall loss during the current fiscal period ending on June
30, 2001 was $359,554, as compared to a profit of $306,781 for
the fiscal year ended June 30, 2000.  Total operating expenses were $493,752
for the year ended June 30, 2000, as compared to 441,189 for the year ended
June 30, 2001. The major operating expenses in the year ended June 30, 2001
reflected TRB readying itself for the sale of its new product lines.
In 2001, an extraordinary event, being a judgment in the sum of $381,000,
was the cause of the overall losses suffered by the Company. Prior to the
extraordinary event, a profit of $21,446 was recorded.

   The cash and investment certificate position of the Company was
$17,604 on June 30, 2000 as compared to $4,950 on June 30, 2001. Current
assets, as a whole, decreased by 10%, being $1,436,606 on June 30, 2000,
as compared to $1,255,570 on June 30, 2001.


Material Events

Acquisition of TRB

    On April 18, 2001, TRB purchased BITEK Bicycle Co., Ltd., the third
largest bicycle manufacturer in Korea, for the sum of $472,440, of
which $425,196 was by a collateral mortgage due in 2006, carrying a
9% per anum interest rate, with interest only payable during the
first two years.

Liquidity

Management believes that the Company has the cash funds and necessary
liquidity to meet the needs of the company over the next year, assuming
sales and development efforts conform to the standards historically set.

However, to fully maximize the potential presented by the TPS
technology, management believes that approximately $10,000,000 will need to
be raised. The funds will be primarily used to increase the marketing
effort and for the production of marketing material, to maintain domestic
inventory levels, as well as for the continued development of the TPS
technology. It is felt that the money would be utilized over a three year
period. In the event only part of the funds are raised, then it will be
allocated to marketing and to stockpiling inventory to meet anticipated
domestic demand.  The money will likely be raised through private placements
of shares.  In the event the funds are not raised, TRB will continue with
its sales activities, and, management believes, meet its liquidity demands.
The funds, as noted above, are for increased activity and sales, not
for primary liquidity demands.

Current Plans

   The key events that are anticipated by management to occur over the
next year are the aggressive marketing of TPS based bicycles by the
licensees and distributors and through active infomercial campaigns,
as well as the aggressive sales of licenses for territorial exclusivity in
the sale of TRB products. As well, TRB is now ready to commence active
marketing to USTU member and non-member taekwondo centers.

         Over $2,300,000 in distributorships and license issuances have
been sold by the company and recognized as income for the 1998-2001 fiscal
years. These distributors and licensees will commence active sales in the
2001-2002 fiscal years.

   The American Chiropractic Association has agreed to use and actively
market TRB products through its membership, due to the products' therapeutic
benefits. This program will be actively and aggressively pursued and
supported by TRB, and should significantly impact the profits of the Company
during the next fiscal year.

   The company is preparing a major sales campaign through the 20,000
affiliated and non affiliated centers of the U. S. Taekwondo Union to
commence in February 2002, with the full backing of the Union, which
management and the Taekwondo Union both feel will yield over $10,000,000 in
sales during the ensuing two year period.

   The Company has begun to penetrate the Far Eastern market, and has
received $200,000 in orders from South Korea which it plans to fill in the
third quarter of the next fiscal year. As well, the Company has established
TRB Systems (China) as a wholly owned subsidiary, which should commence
active manufacturing and sales operations in the next fiscal year.

   The Company will begin active production of bicycles in its Korean
        facilities in December 2001.

Marketing

        The Company plans to aggressively market its electric bicycles, with
over 1,500 slated for delivery in the second quarter of the 2001-2002 fiscal
year.

Accounting Policies and Procedures

   The Company follows generally accepted accounting principles in
preparing its financial statements, and has audited statements produced
annually, with its quarterly statements produced by its management and
accountants.


<PAGE>  15


Revenue Recognition

   Revenue is recognized using the accrual method of accounting.

Statements of Cash Flows

   Statements of Cash Flow are prepared quarterly, on a consolidated
basis, using generally accepted accounting principles and guidelines.

Inventory

   The Company keeps minimal inventory, manufacturing goods in response
to orders.

Fixed Assets

   Fixed assets are valued based on their depreciated value. Depreciation
is calculated using the straight line method.

Principles of Consolidation

   All Financial Statements are produced on a consolidated basis, as
the subsidiary, TRB, accounts for all operating revenue of the Company.

Statement Re: Computation of Earnings Per Share

   The Company has a simple capital structure as defined by APB Opinion
Number 15. Accordingly, earnings per share is calculated by dividing net
income by the weighted average shares outstanding.

Provision for Income Taxes

   Provisions for income tax are computed quarterly using the
guidelines as defined in the Federal and State Statutes.

The Company's Immediate Capital Requirements

   The Company requires about $10,000,000 to continue the growth and
market penetration of its TPS products and its R&D (For discussion, See
"Liquidity").

ITEM 8   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   Included at Pages 23 through 35 hereof.

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

   The Company has not had any reported or material disagreement with
its accountants on any matter of accounting principals, practices, or
financial statement disclosure.


<PAGE>  16


                             PART III


Item 10   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

   The following sets forth the names and ages of all the Directors and
Executive Officers of the Company, positions held by such person, length of
service, when first elected or appointed and term of office.

                        First Elected
Name            Age     or Appointed/Term          Position

Byung D. Yim    60      April 18, 1997*            President

*   Elected on December 18, 1994, by the board of directors at the
recommendation of the Company's stockholders, to serve as a director until
the next annual meeting of the Company's stockholders, and until her
successors are elected, qualified and assume their offices. Service as an
officer is at the pleasure of the board of directors.
________________


Biographies of Directors, Officers and Director Nominees

Byung D. Yim, Chairman/CEO

   Mr. Yim's responsibilities include long term vision and international
development.  He was the founder of both ProMaster Corp. and Alenax Corp.
He directly managed the development and prototype manufacturing, market
research and business planning for Transbar Power System products in the past.

   Mr. Yim has experience with the U.S. import/export business,
marketing and distribution of products from the Far East.  He was the
exclusive Middle Eastern distributor of perma stamp lines of Johnson Wax
products. Mr. Yim's experience in the bicycle industry is extensive,
including having been the exclusive sales and distribution agent for Upstate
New York and Eastern Pennsylvania for H. J. Sports, Inc., the exclusive
agent for the third largest bicycle manufacturer in Japan. Mr. Yim is a
graduate of Han Yang University with a B.A. in Nuclear Engineering and
Electronics. For the last five years Mr. Yim served as President of TRB
Systems Inc., and its predecessor, Alenax Corp., devoting his full time
to the bicycle industry and  developing and bringing the TPS technology to
market.

Item 11    EXECUTIVE COMPENSATION

Compensation of Directors

Standard Arrangements

    All members of the Company's board of directors are paid a per
diem fee of for attendance at meetings of the board of directors and
committees thereof.  In addition, if required, they are reimbursed for
travel expenses and lodging is arranged for them, at the Company's expense.
At such time as adequate funds are available, all director (and officers) of
the Company will be covered by liability insurance.  Directors are reimbursed
for all out of pocket expenses incurred in the performance of their roles,
subject to provision of receipts in form and substance adequate to satisfy
Internal Revenue Service audit requirements (e.g., long distance telephone,
postage, etc.).


<PAGE>  17


Other Arrangements

   Neither the Company nor any of its subsidiaries have any other
arrangements to compensate its directors.

Employment contracts, termination of employment & change-in-control
arrangements.

   The Company does not have any compensatory plan or arrangement,
including payments to be received from the Company, with respect to a named
executive officer that results or will result from the resignation,
retirement or any other termination of such executive officer's employment
with the Company and its subsidiaries or from a change-in-control of the
Company or a change in the named executive officer's responsibilities
following a chance-in-control, which, including all periodic payments or
installments, exceeds $100,000.

   Mr. Yim was entitled to draw a salary of $50,000 during the fiscal
year ending June 30, 2001. As well, he was provided with an automobile and
operating expenses for the said automobile were paid on his behalf. The value
of this was $6,784.

        Prior to the 2001 fiscal year, Mr. Yim took no salaries, and infused
$163,126 into the TRB. In lieu of the repayment of the loan, and charging
the company for salaries not claimed in previous years, Mr. Yim was
issued 900,000 shares in the capital stock of the Company in 2000.

SUMMARY, COMPENSATION TABLE

           Annual Compensation     Awards               Payouts
                                       Other  Rest-
                                       Annual ricted
                                       Compen-Stock Aw-  SU  SA
Name and                               sation       ards OP  RS LTIP Other
Position    Year* Salary  ($)  Bonus($)       (#)   ($)  __ ($) ___ ($)
Byung YIM** 2000+ 50,000++     0     6,784***  0     0   0   0   0   0
Byung YIM** 1999+ 50,000++     0     6,784***  0     0   0   0   0   0
Byung YIM** 1998  50,000       0     6,285***  ****  0   0   0   0   0

+      Fiscal years ended June 30, 2000, and 2001.
++     This sum is due and owing to Mr. Yim, and has been converted to a
       director's loan. See Note 9 in the accompanying financial statements.
*      Fiscal Year Ending June 30, 1998
**     President, CEO, and Sole Director
***    Automobile Expenses
****   Received 900,000 shares of common stock in the Company in lieu of
       $163,126 loaned to the Company as Operating Expenses in 1994-1996,
       and in lieu of Executive Compensation for the years 1994-1998, during
       which he did not draw a salary.


<PAGE>  18


Item 12   Security Ownership of Certain Beneficial Owners and Management

Parents of the Company

   The following table discloses all persons who are parent of the
Company (as such term is defined in Securities and Exchange Commission
Regulation C), showing the basis of control and as to each parent, the
percentage of voting securities owned or other basis of control by its
immediate parent if any.

                     Basis           Percentage of            Other Basis
Name                 For Control     Voting Securities owned  For Control

Motion Plus Int'l.
Corporation(MPI)     Share Ownership        63%               None

NOTE: Motion Plus International Corporation (MPI) is controlled by Byung Yim,
the president of the Company, and his children. Mr. Yim's children,
Alexander B. Yim (age-24), and Lena B. Yim (age-22), hold 39% interest in
MPI each. Mr. Yim has a 20% interest in MPI, and the remaining 2% is held
by Hee J. Yim. Alexander and Lena Yim reside at 595 Windflower Court,
Morganville, NJ 07751.

Transaction with Promoters, if Organized Within the Past Five Years

   There have been no transactions with Promoters over the past five
years.

Principal Stockholders

   As of the date of this Prospectus, the following persons (including
any "group" are, based on information available to the Company, beneficial
owners of more than five percent of the Company's common stock (its only
class of voting securities):

                Name and Address              Amount and Nature of   Percent
Title of Class  of Beneficial Owner           Beneficial Ownership   of Class

Common          Byung Yim                       2,850,000 Shares*      18.5
Stock           21 Hutton Ave., Apt. 3
                West Orange NJ 07025
Common          Alexander B. Yim                3,802,500 Shares*      24.8
Stock           595 Windflower Court
                Morganville, NJ 07751
Common          Lena B. Yim                     3,802,500 Shares*      24.8
Stock           Address as for A. B. Yim

*   Motion Plus International Corporation (MPI), 5N Regent St., Living-
ston,, NJ 07068 owns 9,750,000 shares of the Company.  Byung Yim, the
president of the Company, owns 20% of the shares in MPI. Mr. Yim's
children, Alexander B. Yim (age-24) and Lena B. Yim (age-22), each hold a
39% interest in MPI.  Mr. Yim received a further 900,000 shares from the
Company.

Security Ownership of Management

   As of the date of this Prospectus, the following table discloses, as
to each class of equity securities of the registrant or any of its parents
or subsidiaries other than directors' qualifying shares, beneficially owned
by all directors and nominees, the names of each executive officer (as
defined in Item 402[a][2] of Securities and Exchange Commission regulation
S-B), and directors and executive officers of the registrant as a group,
the total number of shares beneficially owned and the percent of class so
owned.  Of the number of shares shown, the associated footnotes indicate the
amount of shares with respect to which such persons have the right to
acquire beneficial ownership as specified in Securities and Exchange
Commission Rule 13(d)(1).


<PAGE>  19


                Name and                Amount and
Title           Address of              Nature of       Percent
of              Beneficial              Beneficial      of
Class           Owner                   Owner           Class
Common
Stock           Byung Yim               9,750,000*      63%*

Common
Stock           Byung Yim                 900,000**      5.8

* Motion Plus International Corporation, 5 Regent St., Livingston, NJ
07068 owns 86% of the stock on the Company and Byung Yim, the president and
sole director of the Company who resides at 21 Hutton Ave., Apt. 3, West
Orange NJ 07025, has a 20% interest in MPI.

** Mr. Yim received the shares as compensation for funds loaned to the
Company between 1994-1996 and in lieu of salary which he did not draw during
1994-1998.

Item 13   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Transactions

   The following information pertains to all transaction during the
last two year, or proposed transactions, to which the Company was or is to
be a party, in which any of the following persons had or is to have a direct
or indirect material interest:  any director or executive officer of the
Company: any nominee for election as a director; any principal security
holder listed below; and, any member of the immediate family (including
spouse, parents, children, siblings, and in-laws) of any of the foregoing
persons.
              Relationship     Nature of Interest    Amount of   Fiscal
Name          to Company       in the Transaction    Interest    Year Ending

Byung Yim*    President and    Conversion of         900,000     1997-8
              Sole Director    loan to equity *      Shares

Byung Yim*    President and    Salary and funds      $55,000**   1997
              Sole Director    advanced to TRB

*  Mr. Yim was owed $163,126 for monies advanced to TRB, and drew no salary
during the development period. The 500,000 shares represent the retirement
of the liability and recognition of salary for the years 1994-1998.
** Mr. Yim did not draw his salary during the fiscal period ended June 30,
1997 or the year ended June 30, 1998, and the director's loan (See
"Financial Statements") reflects the company's indebtedness to Mr. Yim for
$13,128 advanced to TRB and for his salary.


<PAGE>  20


                             PART IV

Item 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
           FORM 8-K.

          (a)          The following documents are filed as a part
of this Report:

(1) Financial Statement.   The following Financial Statements are filed
as part of this Report:

                                                                         Page


        Report of Independent Public Accountants.                          25

        Balance Sheets: June 30, 2001, June 30, 2000, June 30, 1999.       26

        Statements of Operations: Year Ended June 30, 2001,
        Year Ended June 30, 2000, Year Ended June 30, 1999.                27

        Statement of Stockholders' Equity: July 1, 1999-June 30, 2001.     29

        Statement of Cash Flows: Year Ended June 30, 2001,
        Year Ended June 30, 2000, Year Ended June 30, 1999.                30

        Notes to Financial Statements.                                     31

(2)    Exhibits.             The following exhibits are filed as part of
this Report:

        Exhibit No.     Item                                             Page

   2.0      + Registration Statement on Form SB-2.

   2.1     ++ Exhibits to Registration Statement on Form SB-2.

   3.1       *Articles of Incorporation of Registrant dated
              April 9, 1997.

3.2 **Bylaws of Registrant.
__________________________________
Notes:

+      Filed on July 27, 1998, and declared effective on August 12, 1998, and
       incorporated by reference.

++     Filed on July 27, 1998, and declared effective on August 12, 1998, and
       incorporated by reference.

*      Filed as an Exhibit to the Registration Statement on Form SB-2 on July
       27, 1998, and declared effective on August 12, 1998, and incorporated
       by reference.

**     Filed as an Exhibit to the Registration Statement on Form SB-2 on
       July 27, 1998, and declared effective on August 12, 1998, and
       incorporated by reference.


<PAGE>  21


                             SIGNATURES

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

TRB SYSTEMS INTERNATIONAL INC.


By:             /s/BYUNG YIM/s/
      Byung Yim, President and Director
      (Principal Executive Officer)

Date:   September 24, 2001

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.


TRB SYSTEMS INTERNATIONAL INC.


By:             /s/BYUNG YIM/s/
           Byung Yim, President and Director
             (Principal Executive Officer)

Date:   September 24, 2001


<PAGE>  22


                         TRB SYSTEMS INTERNATIONAL INC.
               Consolidated Comparative Financial Statements and
                         Independent Auditor's Report
                             For the Years Ended
                           June 30, 2001 and 2000


<PAGE>  23


                          TRB SYSTEMS INTERNATIONAL INC.
                 Consolidated Comparative Financial Statements and
                 Independent Auditor's Report for the Years Ended
                            June 30, 2001 and 2000





                               TABLE OF CONTENTS
____________________________________________________________________



                                                               Page

Accountant's Audit Report                                       25

Consolidated Financial Statements:


     Balance Sheet                                              26

     Statements of Earnings(Loss) and Deficit                   27

     Statement of Stockholders' Equity                          29

     Statements of Cash Flow                                    30

     Notes to Financial Statements                              31

____________________________________________________________


<PAGE>  24


Stan J.H. Lee, CPA (NJ)                         Direct) 201-681-7475
4643 S. Ulster St.- Suite 800                   Fax) 815-846-7550
Regency Plaza One                               e-Mail) sierra5533@aol.com
Denver CO  80237


                      INDEPENDENT REVIEW REPORT


To the Board of Directors and
Shareholders of TRB Systems International Inc.
West Orange, New Jersey


We have audited the accompanying comparative statements of financial
position of TRB Systems International Inc. as of June 30, 2001 and 2000
and for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the 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 audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of TRB Systems
International Inc. on June 30, 2001 and 2000, and the results of its
operations and its cash flow for the calendar years then ended in conformity
with generally accepted accounting principles.




_______________________
/s/Stan J.H. Lee, CPA/s/

Stan J.H. Lee, CPA


September 17, 2001
New Jersey


<PAGE>  25


                         TRB SYSTEMS INTERNATIONAL INC.
                          CONSOLIDATED BALANCE SHEETS
            AS OF JUNE 30, 2001, AND, JUNE 30, 2000, AND JUNE 30, 1999


                                       6/30/99     6/30/00     6/30/01
ASSETS

CURRENT ASSETS:
Cash                                         -      17,604       4,950
Accounts Receivable (Note 3)         1,323,450   1,400,000   1,222,420
Inventories                             21,002      21,002      28,200
Deferred Tax Assets                    133,507           -           -
                                     1,477,959   1,438,606   1,255,570
OTHER ASSETS:
Investment in Equity in a Closely-
Held Company (Note 4)                        -   1,080,000   1,080,000
Investment in Net Equity of a
Foreign Entity (Note 14)                     -           -     472,440
Prepaid Expenses (Note 5)               38,052      25,633      21,365
Property & Equipment- net (Note 6)     559,497     453,359     317,813
Organization Costs, net of              12,682          -            -
Security Deposits                        1,043       1,043       1,043
Patents                                      -      10,874      24,950
License & Distributorship
Fees Receivable                              -     515,000     515,000
                                       611,274   2,085,909   2,432,611

TOTAL ASSETS                        $2,089,233   3,524,515   3,688,181

LIABILITIES AND STOCKHOLDERS' EQUITY:

CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses
(Note 7)                               328,818    363,609      331,717
Deferred Tax Liabilities                     -    173,566            -
Bank Overdraft                           6,819          -            -
Loan Payable                           395,289    260,700      260,000
Corporation Income Taxes Payable           200        200            -
Unearned Consulting Revenue                  -    339,500            -
Salary and Payroll Taxes Payable         9,596          -       15,000
                                       740,722  1,137,575      607,417
LONG-TERM LIABILITIES:
Bank Loans (Note 14)                         -          -      425,196
Director's Loan (Note 9)               168,058    164,109      138,319
Legal Judgments Payable (Note 13)            -          -      381,000
Loans from Individuals                  75,510    429,212      449,831
Auto Loan                               10,245      8,174            -
                                       253,813    601,495    1,394,346
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value 30,000,000
shares authorized (Note 10), 13,075,435
issued as of June 30, 2000, and
18,583,960 outstanding as of
June 30, 2001                          $11,926     13,075       18,583
Additional Paid-In-Capital           1,816,548  2,199,365    2,454,384
Retained Earnings (Deficit)          ($733,776)  (426,995)    (786,549)
                                    $1,094,698  1,785,445    1,686,418
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                $2,089,233 $3,524,515   $3,688,181

See Accompanying Notes which are an Integral Part of Financial Statements.


<PAGE>  26


                          TRB SYSTEMS INTERNATIONAL INC.
                    CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
                         AND RETAINED EARNINGS (DEFICIT)
                              FOR THE YEARS ENDED
                  JUNE 30, 2001, JUNE 30, 2000 AND JUNE 30, 1999

                                       6/30/99     6/30/00         6/30/01

REVENUE FROM PRODUCT SALES            $639,023           -               -
COST OF GOODS SOLD                    (460,541)          -               -
GROSS PROFIT                           178,482           -               -
CONSULTING REVENUE                                 740,500         414,950
LICENSE AND DISTRIBUTOR FEES
(Note 4)                             1,323,000      60,000          58,000
                                     1,501,482     800,500         472,950
OPERATING EXPENSES:

Auto Expenses (Note 11)                  6,784       5,118           4,900
Advertising                             72,618           -               -
Bank Charges                             5,631           -               -
Commission                              11,009           -               -
Communication                           21,936       8,033          18,055
Consulting                              12,100      75,744          83,100
Contract Labor                          39,399           -               -
Contribution                            10,150       2,O00               -
Depreciation and Amortization          131,210     118,820          67,773
Employee Salaries                       23,890      27,275          60,000
Employee Benefits                        2,363           -               -
Insurance                                5,125           -               -
Meals & Entertainment                   23,764      17,139          13,130
Miscellaneous Expenses                   6,291           -               -
Other Operating Expenses                 5,906       8,478          24,142
Office Expenses                         10,056       2,642           7,241
Oversea Operating Expenses               1,500       9,800          15,100
Payroll Taxes                            3,596           -               -
Postage                                  2,399           -               -
Professional fees                       44,009      60,246          41,019
Promotion Expenses                      50,769      52,471               -
Rents                                   22,440      20,960          24,465
Research and Development                 1,000      33,627          32,553
Shipping & Delivery                     13,186       6,400               -
Show and Exhibition                     24,140           -               -
Sponsorship                              5,000           -               -
Stock Issuance and Transfer              1,975           -               -
Supplies                                 3,378           -               -
Travel                                  30,207      44,999          49,711
Utilities                                  189           -               -

Total Operating Expenses              $592,120    $493,752        $441,189

See Accompanying Notes which are an Integral Part of Financial Statements.


<PAGE>  27


                       TRB SYSTEMS INTERNATIONAL INC.
                   CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
                     AND RETAINED EARNINGS (DEFICIT)
                            FOR THE YEARS ENDED
               JUNE 30, 2001, JUNE 30, 2000 AND JUNE 30, 1999
                              (CONTINUED)


                                       6/30/99     6/30/00       6/30/01
INCOME (LOSS) FROM
OPERATIONS BEFORE
OTHER INCOME AND INCOME
TAX EXPENSE                            909,362     306,748        31,761

OTHER INCOME AND EXPENSE:
Dividend Income                             32          33             -
Interest Expense                        (9,749)          -        10,115

INCOME (LOSS) BEFORE INCOME TAXES      899,645     306,781        21,646

Income Tax Expenses:
Deferred Income Taxes                 (269,265)          -             -
Current Income Taxes                         -           -          (200)

INCOME BEFORE EXTRAORDINARY EVENT      630,380     306,781        21,464

Extraordinary Event (Note 13)                -           -      (381,000)

NET INCOME (LOSS)                      630,380     306,781      (359,554)

ACCUMULATED DEFICIT, at Beginning   (1,364,156)   (733,776)     (426,995)

ACCUMULATED DEFICIT, at End           (733,776)   (426,995)     (786,549)

Earnings (Loss) per Share (Note 12)    $  0.05       0.023        (0.019)

See Accompanying Notes which are an Integral Part of Financial Statements.


<PAGE>  28


                         TRB SYSTEMS INTERNATIONAL INC.
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                          FOR THE FISCAL YEARS ENDED
             JUNE 30, 2001, AND JUNE 30, 2000, AND JUNE 30, 1999



                                                  RETAINED    TOTAL
                   COMMON STOCK                   EARNINGS    STOCKHOLDERS'
                   NUMBER OF SHARES   AMOUNT     (DEFICITS)   EQUITY


BEGINNING BALANCE
AS OF 6/30/98            11,925,696   $1,828,474 ($1,364,156)   $464,318

Net Income (Loss)                                   $630,380

Balance as of 6/30/99    11,925,696   $1,828,474   ($733,776) $1,094,698

Shares Issued to
Various Individuals       1,148,739      383,966

Net Income (Loss)                                    306,781

Balance as of 6/30/00    13,074,435   $2,212,440   ($426,995) $1,785,445

Shares Issued to
various Individuals       5,509,525     $260,527                $260,527

Net Income (Loss)                                  ($359,554)  ($359,554)

Balance as of 6/30/01    18,583,960   $2,714,911   ($786,549) $1,686,418


See Accompanying Notes which are an Integral Part of Financial Statements.


<PAGE>  29


                         TRB SYSTEMS INTERNATIONAL INC.
                     CONSOLIDATED STATEMENT OF CASH FLOW
                             FOR THE YEARS ENDED
             JUNE 30, 2001, AND JUNE 30, 2000, AND JUNE 30, 1999

                                    Fiscal Year     Fiscal Year  Fiscal Year
                                       Ended           Ended        Ended
                                      6/30/99         6/30/00      6/30/01
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Earnings (Loss)                  $630,380        $306,781    $(359,554)
Noncash item included in (Net
Loss) Earnings                        472,412         424,665      135,546
Decrease (Increase) in Accounts
Receivable                         (1,117,114)      1,323,450      177,580
Decrease (Increase) in Inventories     (2,000)              -       (7,198)
Decrease (Increase) in License and
Distributorship Fees Receivable             -      (1,915,000)           -
Decrease (Increase) in Prepaid
Expenses                                    -               -        4,268
Increase (Decrease) in Unearned
Consulting Revenue                          -         339,500     (399,500)
Increase (Decrease) in Current
Liabilities                           117,879          43,387      (29,323)
Increase (Decrease) in Obligation
to Distributors                      (230,000)              -            -

                                     (128,443)        522,783     (418,181)

CASH FLOWS FROM
INVESTING ACTIVITIES:
Investment in Net Equity of a
Foreign Entity                              -               -     (472,440)
Expenditure for Patient                     -               -      (14,076)
Reduction for Prepaid Expenses              -         (12,419)           -
Investment in Equity in a Closely-
Held Company                          (91,500)     (1,080,000)           -
Purchase of Property and Equipment          -               -     (135,546)

                                      (91,500)     (1,092,419)    (622,062)

CASH FLOW FROM
FINANCING ACTIVITIES:
Bank Loan                               6,819          (6,819)     425,196
Payment of Loans                      146,350        (134,589)     (33,964)
Loans from Individuals                 17,310         353,702       20,619
Payment of Auto Loans                       -          (5,071)           -
Director's Loan                        49,454          (3,949)     (25,790)
Increase in legal judgments
payable                                     -               -      381,000
Issuance of Common Stocks                   -         383,966      260,528

                                      219,943         587,240    1,027,589

Net Increase (Decrease) in Balance
of Cash                                     -          17,604      (12,654)

Cash at Beginning of Period                 -               -       17,604

Cash at End of Period                      $-         $17,604       $4,950


See Accompanying Notes which are an Integral Part of Financial Statements.


<PAGE>  30
                         TRB SYSTEMS INTERNATIONAL INC.
                       NOTES TO CONSOLIDATED COMPARATIVE
                   FINANCIAL STATEMENTS FOR THE YEARS ENDED
                           JUNE 30, 2001 AND 2000

1. Incorporation and Business Activity

TRB Systems International Inc., a Delaware corporation incorporated on April
11, 1997, is a holding company whose only asset is 100 % of voting common
stocks in TRB Systems Inc.

TRB Systems Inc. was incorporated under the laws of Delaware on April 17,
1994, on which day it merged with TRB Systems Inc., a Corporation
incorporated under the laws of New York on July 12, 1993, to form TRB Systems
Inc., a Delaware Corporation.

TRB Systems Inc. is in the business of manufacturing, distributing, and
selling bicycle, fitness, and motorized two wheel transportation products.
Currently all operations are run from the head office facilities in
Livingston, New Jersey.

2. Summary of Significant Accounting Policies

a) Principles of Consolidations

TRB Systems Inc., the only subsidiary of TRB Systems International Inc. has
been included in the consolidated financial statements, as it is the
operating entity, with TRB Systems International Inc., a non-operating
holding company.

In accordance with the reverse takeover method of accounting, these
consolidated financial statements of the Company include the accounts of
TRB Systems International Inc. together with the results of TRB Systems Inc.,
for the years ended June 30, 2001 and 2000.

b) Revenue and Expense Recognition

The Company prepares its financial statements on the accrual accounting
basis. Consequently, certain revenue and related assets are recognized when
earned rather than when received, and certain expenses are recognized when
the obligation is incurred or the asset consumed, rather than when paid.

c) Accounting Method

The Company recognizes income and expenses on accrual basis.

d) Depreciation

Depreciation is computed by using the straight-line method for financial
reporting purposes and the modified accelerated cost recovery method for
federal income tax purposes.

See Accompanying Accountant's Audit Report, which is an Integral Part of
Financial Statements.


<PAGE>  31


                         TRB SYSTEMS INTERNATIONAL INC.
                       NOTES TO CONSOLIDATED COMPARATIVE
                   FINANCIAL STATEMENTS FOR THE YEARS ENDED
                           JUNE 30, 2001 AND 2000

2. Summary of Significant Accounting Policies - continued

e) Income Taxes

Income taxes are provided for the tax effects of transactions reported in
the financial statements and consist of taxes currently due plus deferred
taxes related primarily to differences between the bases of certain assets
and liabilities for financial and tax reporting. The deferred taxes
represent the future tax return consequences of those differences, which
will either be taxable when the assets and liabilities are recovered or
settled.

f) Net Operating Loss Carry-forward

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

g) Intangible Assets

Intangible assets subject to amortization include organization costs,
loan closing costs, and in-force leasehold costs. Organization costs and
in-force leasehold costs are being amortized using the interest method over
the life of the related loan.

h) Reclassifications

Certain accounts in the prior-year financial statements have been
reclassified for comparative purposes to conform with the presentation in
the current-year financial statements.

i) Property and Equipment

Property and equipment are carried at cost. Depreciation of property and
equipment is provided 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. Expenditures for major renewals and
betterment that extend the useful lives of property and equipment are
capitalized. Expenditures for maintenance and repairs are charged to expense
as incurred.

j) Inventories

Inventories are stated at the lower of cost (determined on the first-in,
first-out basis) or market.


See Accompanying Accountant's Audit Report, which is an Integral Part of
Financial Statements


<PAGE>  32


                         TRB SYSTEMS INTERNATIONAL INC.
                       NOTES TO CONSOLIDATED COMPARATIVE
                     FINANCIAL STATEMENTS FOR THE YEARS ENDED
                            JUNE 30, 2001 AND 2000

3. Accounts Receivable

Accounts Receivable reflect the non-cash portion of Licensing and
Distributorship agreements totaling $1,895,000 from the Ivory Coast,
Tanzania, Benin/Nigeria, Vietnam, India, Massachusetts, Maryland
Delaware, and Orange County, California and Brazil.

The licenses are with automatically renewed so long as minimum loyalties
are paid and by agreement with all licensees.  The contracts call
for an ongoing royalty payment of 6% in the first year, and 4% thereafter,
with a minimum royalty payment per year as set out in the following table:

                     1st Year            2nd Year          3rd Year
Country              Min.Royalties       Min. Royalties    Min. Royalties
_______________________________________________________________________
India              $  1,000,000        $    220,000      $    350,000
Benin/Nigeria      $     15,000        $     25,000      $      4,000
Ivory Coast        $     10,000        $     10,000      $     10,000
Tanzania           $     10,000        $     20,000      $     30,000
Vietnam            $     10,000        $     20,000      $     30,000
Brazil             $     50,000        $    100,000      $    200,000

4. Investment in Equity in a Closely-held Company

TRB entered into a consulting agreement with Kimvision.com, Inc.
whereby TRB was paid in shares in the Company. The book value of the
shares was equal to the contract payments due. TRB is informed that
Kimvision plans to become a public entity trading on a public
exchange, which will make the holdings marketable securities, although
the marketability of the shares will depend upon market conditions. It
is anticipated that the market for the shares will be a restricted
market or that for some time no market will exist.

5. Prepaid Expenses

ABL Properties, wholly owned by Byung Yim, President and CEO of the Company,
and under common control with the Company, owns the patents which are
exclusively licensed to TRB Systems Inc.(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.  It was agreed between ABL and
the Company that the $200,000 would be deferred until the Company had
suitable cash flow to meet its current needs.

Any cost incurred by TRB Systems Inc. to maintain the patents is
reimbursable by ABL and is credited toward the $ 200,000 license fees due
to ABL on the first anniversary following the commencement of active bicycle
sales.

See Accompanying Accountant's Audit Report, which is an Integral Part of
Financial Statements.


<PAGE>  33


                         TRB SYSTEMS INTERNATIONAL INC.
                       NOTES TO CONSOLIDATED COMPARATIVE
                     FINANCIAL STATEMENTS FOR THE YEAR ENDED
                             JUNE 30, 2001 AND 2000


6. Property and Equipment

Office Equipment                                $   6,725
Tools and Machinery                                79,321
Automobile                                         34,000
Moldings                                          538,612
Booth for Show                                    137,470
Informational tapes and other
promotional materials                              50,000
                                                  ________
                                                  846,128
Less) Accumulated Depreciation                   (528,315)
                                                  ________
                                                $ 317,813

The purchase of the property and equipment except the office equipment,
booth, $39,000 in molds and automobile were from Marn Seol, a long time
employee of TRB in Taiwan and was thus non-arms length.  As a result, on
October 2, 1999 the property was purchased for book value in the sum of
$559,000, which was paid for by the issuance of 500,000 shares of the
company to Marn Seol, said shares restricted and subject to Rule 144.

7. Accounts Payable and Accrued Expenses

The accounts payable and accrued expenses also include the capitalized
portion of legal and consulting expenses incurred in the development of
standardized contracts, promotional materials and the filing and
registration of patents, and are amortized over a sixty-month period.

8. Operating Loss Carry-forwards

The Company has loss carry-forwards, which is expected to offset in its
entirety this year's taxable income.

9. Director's Loans

The loans payable to a director and loans from individuals are unsecured,
non-interest bearing with non-set terms of repayment.  They will be retired
as the company has surplus funds to repay these loans.

10. Common Stocks

The Company is authorized to issue 30,000,000 at $ 0.001 par value share,
and, as of June 30, 2001, 18,583,960 voting common shares are issued and
outstanding.

11. Related Party Transaction

The Company has a policy of providing executives with a Company-owned
automobile. The amount of related expenses for business purposes
was none and $4,900 and $5,118 for the years ended June 30, 2001 and
2000, respectively.

There were no other significant non arm's-length basis transactions
between the Company and any related party during the periods.

See Accompanying Accountant's Audit Report, which is an Integral Part of
Financial Statements.


<PAGE>  34


                         TRB SYSTEMS INTERNATIONAL INC.
                       NOTES TO CONSOLIDATED COMPARATIVE
                   FINANCIAL STATEMENTS FOR THE YEARS ENDED
                           JUNE 30, 2001 AND 2000


12. Earnings Per Shares

Earnings (Loss) per share are calculated using the weighted-average number
of common shares outstanding and common shares equivalents.

13. Pending Suits and Judgment

As of June 30, 2001, there are outstanding judgments totaling $381,000
against the Company. Management has negotiated with the judgment holders
to pay the outstanding amounts due over time. As payment will be over a
multi-year period, the debt has been classified as a long term debt.
Details of the judgments, and the judgment holders are as follows:

Creditors/Creditors' Attorneys                Amount as of 6/30/2001

David, Kessler & Associates, LLC              $ 44,000
Sawtooth Marketing Group                        56,000
Cole, Schotz, Meiser, Forman & Leonard          89,000
Bernard Koff                                   192,000

Total                                         $381,000


14. Investment in Net Equity of a Foreign Entity and Related Bank Loan

During the fourth quarter, the Company purchased 100% of the assets of Bitek
Bicycle Co. Ltd in Korea for $ 472,440 with bank loan of $ 425,196.  The
acquisition will provide the manufacturing facility to produce and market
TRB's bike products to the Korean domestic markets as well as exports
to China and the U.S.

The bank loan was secured from Kookmin Bank-Seoul, Korea, collateralized by
the factory real estate and carries a interest rate of 9% with a maturity
date of April 2006.

The Company pays interest only for the first two years and then the loan
is amortized over thirty six months with principal and interest.


<PAGE>  35