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


                                FORM 10-KSB

             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, 2002

                      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 $682,877 based on the average price per share of $0.08
paid for shares on the NASDAQ Bulletin Board on August 30, 2002. 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 August 30, 2002.

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,
Annual Report on Form 10-KSB filed on October 2, 2001, and Quarterly
Reports on Form 10-QSB filed on November 15, 2001, February 15, 2002,
and May 15, 2002.


<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.


<PAGE>  2


   The USTU used TRB bicycles to enter 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 2002-2003 fiscal year, utilizing the new, improved, redesigned
bicycle.

   In October 1999, TRB Systems International reached an agreement with
Pretty Wheel Ind., LTD. They have 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 finished product was completed mid-December 2001, and is currently being
field tested. It is anticipated that over the next 2 quarters orders will be
taken, to be filled in the third quarter of the 2003-2003 fiscal year.

   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. Sample models were completed in
October, 2001, and the line is in its final testing phase, with production
anticipated in the next fiscal year.

   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 Power 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/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
VersiTrainer 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
psychographics 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.


<PAGE>  5


Future Product Development

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

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 re-injury.

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 2002-2003 fiscal year, 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.

Summary of Market Activity for the Current Three Fiscal Years:

                                                            Bid

            Quarter Ended                           High            Low

            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

            September 30, 2001                      0.16            0.11

            December 31, 2001                       0.13            0.08

            March 31, 2002                          0.10            0.06

            June 30, 2002                           0.10            0.07


   The number of Share Holders of Common Stock of the Company as of
June 30, 2002 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, 2002,
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*
                                             Fiscal year ended June 30
                                             2002                 2001



Revenues:
License and Distribution Fees         $   1,250,000               58,000
Consulting Agreements                                            414,950

Total Income                              1,250,000              472,950

Expenses:
Total Expenses                            1,239,370              441,189

Net profit (loss) before
taxes                                        10,426               31,761
Loss from Judgment                                              (381,000)
Net Profit(loss)                             10,426             (359,554)
Net profit (loss) per share                 $ 0.002               (0.019)


FINANCIAL POSITION:
Current Assets                         $  1,516,526            1,255,570
Other Assets                              1,773,605            2,085,611
Total Assets                              3,590,131            3,688,181

Current Liabilities                         520,143              607,417
Other Liabilities                         1,373,144            1,394,346
Total Liabilities                         1,893,287            2,001.763

Stockholders' Equity                      1,696,844            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, 2002 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.
New Licenses for Japan and Korea, totaling $1,250,000 were granted in the
current fiscal year.


   The overall loss during the fiscal period ending on June
30, 2001 was $359,554, as compared to a profit of $10,426 for
the fiscal year ended June 30, 2002.  Total operating expenses were $1,239,374
for the year ended June 30, 2002, as compared to $441,189 for the year ended
June 30, 2001. The major operating expenses in the year ended June 30, 2002
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
$1,850 on June 30, 2002 as compared to $4,950 on June 30, 2001. Current
assets, as a whole, increased by 30%, being $1,816,526 on June 30, 2002,
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 $3,550,000 in distributorships and license issuances have
been sold by the company and recognized as income for the 1998-2002 fiscal
years. These distributors and licensees will commence active sales in the
2002-2003 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 2003, 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
second 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 2002.

Marketing

   The Company plans to aggressively market its electric bicycles, with
over 1,500 slated for delivery in the second quarter of the 2002-2003 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    61      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, 2002. 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** 2002+ 50,000++     0     6,784***  0     0   0   0   0   0
Byung YIM** 2001+ 50,000++     0     6,784***  0     0   0   0   0   0
Byung YIM** 2000  50,000       0     6,285***  ****  0   0   0   0   0

+      Fiscal years ended June 30, 2002, 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.
*      First elected in 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-25), and Lena B. Yim (age-23), 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., Livingston,
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-25) and Lena B. Yim (age-23), each hold a
39% interest in MPI.  Mr. Yim received a further 900,000 shares from the
Company in 2000.

Security Ownership of Management

   As of the date of this Report, 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 in 2000 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     2000
              Sole Director    loan to equity *      Shares

Byung Yim*    President and    Salary and funds      $55,000**   2002
              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,
2002 or the year ended June 30, 2001, 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, and June 30, 2002.               26

        Statements of Operations: Year Ended June 30, 2001,
        and Year Ended June 30, 2002.                                   27

        Statement of Stockholders' Equity: June 30, 2001,
        and June 30, 2002.                                              29

        Statement of Cash Flows: Year Ended June 30, 2001,
        and Year Ended June 30, 2002.                                   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.

   24.6           Consent of Registrant's Auditors

   99.1           Certification of Officers
__________________________________
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, 2002

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, 2002


<PAGE>  22


                      TRB SYSTEMS INTERNATIONAL INC.

             Consolidated Comparative Financial Statements and
                    Independent Auditor's Audit Report

                        June 30, 2002 and 2001







<PAGE>  23


                      TRB SYSTEMS INTERNATIONAL INC.

             Consolidated Comparative Financial Statements and
                    Independent Auditor's Audit Report

                        June 30, 2002 and 2001









                           TABLE OF CONTENTS



                                                                       Page


Independent Auditor's Audit Report                                (F3)  25

Consolidated Comparative Financial Statements:

        Balance Sheets                                            (F4)  26

        Statements of Earnings (Loss) and Deficit                 (F5)  27

        Statement of Stockholders' Equity                         (F7)  29

        Statements of Cash Flows                                  (F8)  30

        Notes to Financial Statements                             (F9)  31


<PAGE>  24


Stan J.H. Lee, CPA
A member firm of DMHD Hamilton Clark & Co.      Direct) 201-681-7475
2182 Lemoine Ave, suite 200                     e-mail) sierra5533@aol.com
Fort Lee, NJ 07024                              Fax) 815-846-7550





                        INDEPENDENT AUDIT 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, 2002 and 2001
and for the fiscal 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. as of June 30, 2002 and 2001, and the results of its operations and
its cash flows for the years ended in conformity with generally accepted
accounting principles.




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


September 18, 2002
Fort Lee, New Jersey


<PAGE>  25


                         TRB SYSTEMS INTERNATIONAL INC.
                          CONSOLIDATED BALANCE SHEETS
                     AS OF JUNE 30, 2002 and JUNE 30, 2001


                                             6/30/01      6/30/02
ASSETS

CURRENT ASSETS:
Cash                                $          4,950  $     1,850
Accounts Receivable (Note 3)               1,222,420    1,788,276
Inventories                                   28,200       26,400
                                           1,255,570    1,816,526
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      472,440
Prepaid Expenses (Note 5)                     21,365       12,409
Property & Equipment- net (Note 6)           317,813      204,063
Security Deposits                              1,043        1,043
Patents                                       24,950        3,650
License & Distributorship
Fees Receivable                              515,000            -
                                           2,432,611    1,773,605

TOTAL ASSETS                        $      3,688,181  $ 3,590,131

LIABILITIES AND STOCKHOLDERS' EQUITY:

CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses
(Note 7)                                     331,717      420,043
Loan Payable                                 260,000      100,000
Corporation Income Taxes Payable                   -          100
Salary and Payroll Taxes Payable              15,000            -

                                             607,417      520,143

LONG-TERM LIABILITIES:
Bank Loans (Note 14)                         425,196      434,763
Director's Loan (Note 9)                     138,319      138,319
Legal Judgments Payable (Note 13)            381,000      381,000
Loans from Individuals                       449,831      419,062

                                           1,394,346    1,373,144
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value 30,000,000
shares authorized (Note 10)                   18,583       18,583
Additional Paid-In-Capital                 2,454,384    2,454,384
Retained Earnings (Deficit)                 (786,549)    (776,123)
                                    $      1,686,418    1,696,844
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                $      3,688,181  $ 3,590,131


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, 2002, JUNE 30, 2001


                                     Year Ended         Year Ended
                                       6/30/01            6/30/02

REVENUE FROM PRODUCT SALES          $        -        $         -
COST OF GOODS SOLD                           -                  -
GROSS PROFIT                                 -                  -

CONSULTING REVENUE                     414,950                  -
LICENSE AND DISTRIBUTOR FEES
(Note 4)                                58,000          1,250,000
                                       472,950          1,250,000
OPERATING EXPENSES:

Auto Expenses (Note 11)                  4,900              8,939
Bad debts                                    -            479,235
Communication                           18,055              6,690
Consulting                              83,100             82,230
Depreciation and Amortization           67,773             98,843
Employee Salaries                       60,000            109,020
Meals & Entertainment                   13,130             34,251
Other Operating Expenses                24,142             29,169
Office Expenses                          7,241             11,481
Oversea Operating Expenses              15,100             47,527
Promotion Expenses                           -             11,200
Professional fees                       41,019             64,723
Research and Development                32,553            147,917
Rents                                   24,465             19,950
Show Expense                                 -             33,417
Taxes                                        -              2,655
Travel                                  49,711             52,127

Total Operating Expenses            $  441,189        $ 1,239,374


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, 2002, JUNE 30, 2001
                                  (CONTINUED)


                                     YEAR ENDED         YEAR ENDED
                                       6/30/01            6/30/02
INCOME (LOSS) FROM
OPERATIONS BEFORE
OTHER INCOME AND INCOME
TAX EXPENSE                         $   31,761        $    10,626

OTHER INCOME AND EXPENSE:
Dividend Income                              -                  -
Interest Expense                        10,115                  -

INCOME (LOSS) BEFORE INCOME TAXES       21,646             10,626

Income Tax Expenses net of net
operating carryover                       (200)              (200)

INCOME BEFORE EXTRAORDINARY GAIN        21,464             10,426

Extraordinary loss from legal
judgments (Note 13)                   (381,000)                 -

                                      (381,000)                 -

NET INCOME (LOSS)                     (359,554)            10,426

ACCUMULATED DEFICIT, at Beginning     (426,995)          (786,549)

ACCUMULATED DEFICIT, at End         $ (786,549)       $  (776,123)

Earnings (Loss) per Share (Note 12) $   (0.019)       $    (0.020)


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


<PAGE>  28


                         TRB SYSTEMS INTERNATIONAL INC.
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                              FOR THE YEAR ENDED
                       JUNE 30, 2002, AND JUNE 30, 2001



                                          PAID-      RETAINED      TOTAL
                    COMMON STOCK           IN        EARNINGS   STOCKHOLDERS'
                     NUMBER OF   AMOUNT  CAPITAL    (DEFICITS)    EQUITY
                      SHARES

BEGINNING BALANCE
AS OF 7/1/2000      13,074,271  $ 13,075 $2,199,365 $ (426,995) $ 1,785,445

Shares issued
between 7/1/2000
and 6/30/2001        5,509,689     5,508    255,019                 260,527

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

BALANCE AS OF
6/30/2001           18,583,960  $ 18,583 $2,454,384 $ (786,549) $ 1,686,418

Shares Issued
between 7/1/2001
and 6/30/2002                -  $      - $        -                       -

Net Income (Loss)                                       10,426       10,426

BALANCE AS OF
6/30/2001           18,583,960  $ 18,583 $2,454,384 $ (776,123) $ 1,696,844



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, 2002, AND JUNE 30, 2001

                                       Year Ended         Year Ended
                                       6/30/01            6/30/02
CASH FLOWS FROM
OPERATING ACTIVITIES:

Net Earnings (Loss)                 $ (359,554)       $   10,426
Non-cash item included in (Net
Loss)                                  135,546           109,020
Decrease (Increase) in Accounts
Receivable                             177,580          (565,856)
Decrease (Increase) in Inventories      (7,198)            1,800
Decrease (Increase) in License and
Distributorship Fees Receivable              -           515,000
Decrease (Increase) in Prepaid
Expenses                                 4,268             8,956
Increase (Decrease) in Unearned
Consulting Revenue                    (399,500)                -
Increase (Decrease) in Current
Liabilities                            (29,323)           93,056
Increase (Decrease) in Loans
Payable                                      -          (175,600)

                                      (418,181)           (3,198)

CASH FLOWS FROM
INVESTING ACTIVITIES:

Investment in Net Equity of a
Foreign Entity                        (472,440)                -
Decrease (Expenditure) for Patient     (14,076)           21,300
Reduction for Prepaid Expenses        (135,546)                -

                                      (622,062)           21,300

CASH FLOW FROM
FINANCING ACTIVITIES:

Bank Loan                              425,196             9,567
Payment of Loans                       (33,964)                -
Loans from Individuals                  20,619           (30,769)
Reduction of Director's Loan           (25,790)                -
Increase in legal judgments
payable                                381,000                 -
Issuance of Common Stocks              260,528                 -

                                     1,027,589           (21,202)

Net Increase (Decrease) in
Balance of Cash                        (12,654)           (3,100)

Cash at Beginning of Period             17,604             4,950

Cash at End of Period               $    4,950        $    1,850


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


<PAGE>  30


                           TRB SYSTEMS INTERNATIONAL INC.

                                Notes to Consolidated
                          Comparative Financial Statements
                               June 30, 2002 and 2001


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 period ended June 30, 2002 and 2001.

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.

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 consists 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 costs are being amortized using the interest method over the
life of the related loan.


<PAGE>  31


                           TRB SYSTEMS INTERNATIONAL INC.

                                Notes to Consolidated
                          Comparative Financial Statements
                               June 30, 2002 and 2001



2. Summary of Significant Accounting Policies - Continued

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.


3.  Accounts Receivable

Accounts Receivable reflect the non-cash portion of Licensing and
Distributorship agreements totaling $ 1,407,276 as of June 30, 2002 from
the Ivory Coast, Tanzania, Benin/Nigeria, Vietnam, India, Massachusetts,
Maryland, Delaware, Orange County, California, Japan and Brazil.

The licenses are automatically renewed so long as minimum loyalties are
paid and by agreement with all licenses. 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
             Minimum Royalties        Minimum Royalties   Minimum Royalties
               or Bikes Sold            or Bikes Sold        or Bikes Sold

India
              $ 1,000,000            $ 220,000            $ 350,000

Japan              10,000 bikes         30,000 bikes         50,000 bikes



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.


<PAGE>  32


                           TRB SYSTEMS INTERNATIONAL INC.

                                Notes to Consolidated
                          Comparative Financial Statements
                               June 30, 2002 and 2001


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 Systems (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 reimbursed
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.

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                            (642,065)

            Net as of March 31, 2002                   $   204,063
                                                           ======

The Purchase of the property and expenses except the office equipment,
booth, $39,000 in molds and automobile are 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 contacts, 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
restricted 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, 2002, 18,583,960 voting common shares are issued and
outstanding.


<PAGE>  33


                           TRB SYSTEMS INTERNATIONAL INC.

                                Notes to Consolidated
                          Comparative Financial Statements
                               June 30, 2002 and 2001


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
$ 8,939 for the year-ended June 30, 2002 and $ 4,900, June 30, 2001.

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

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 the statement period of June 30, 2002, there are outstanding judgments
in the total amount of $ 381,000 against the Company.  The management
asserts that the negotiation has been initiated to have the amounts reduced,
but the outcome of such negotiations are uncertain.  The management also
believes the company is not in the financial position to pay these amounts
within a one year period and therefore classified the legal judgments
payable to long term.


Creditors/Creditors' Attorneys             Amount as of
                                            6/30/2002

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


In 2001, 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 interest rate of 9% with 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>  34


EXHIBIT 24.6
                   Consent of Registrant's Auditors


September 24, 2002

Securities and Exchange Commission
Washington, D.C. 20549

RE:  TRB Systems International Inc.
     Report on Form 10-KSB for the Periods ending
     June 30, 2002 and June 30, 2001.





Gentlemen:


     We consent to the Accountant's Audit Reports and statements
being filed with the Annual Report on Form 10-KSB for the year
ending on June 30, 2002 and with any amendment thereto.  This accounting
firm hereby consents to the filing of this consent as an exhibit to the
Annual Report abovementioned.





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


<PAGE>  35


                                   Exhibit   99.1
              Certification of CEO and CFO Respecting Financial Disclosure.


                            CERTIFICATION PURSUANT TO
                               18 U.S.C. (S)1350,
                             AS ADOPTED PURSUANT TO
                   SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of TRB Systems International Inc.
(the "Company") on Form 10-KSB for the period ended June 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Byung Yim, and Sole Director and Officer of the Company
certify, pursuant to 18 U.S.C. (S)1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

       (1)  The Report fully complies with the requirements of Section 13(a)
       or 15(d) of the Securities Exchange Act of 1934; and

       (2)  The information contained in the Report fairly presents, in all
       material respects, the financial condition and results of operations
       of the Company.



                                                /s/Byung Yim
                                                ------------------------------
                                                Byung Yim
                                                Chief Executive Officer
                                                September 24, 2002


<PAGE>  36


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<PAGE>  37