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

                              FORM 10-KSB
(Mark One)

 [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                 For the Fiscal Year Ended June 30, 2003

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

                      Commission File No. 333-07247

                      TRB SYSTEMS INTERNATIONAL INC.
 ----------------------------------------------------------------------
              (Name of Small Business Issuer in its Charter)

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

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

                Issuer's telephone number:  (201) 994-4488
------------------------------------------------------------------------

   SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT

                        Common Stock, $.001 Par Value
------------------------------------------------------------------------
                               (Title of Class)

    Check whether the issuer: (1) filed all reports required to be filed
by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or
for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes  [X]  No  [  ]

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

    State issuer's revenues for its most recent fiscal year: $242,979.

    State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such
common equity, as of a specified date within the past 60 days: Since there
is no trading market for Registrant's securities, no estimate as to the
market value can be given.

    State the number of shares outstanding of each of the issuer's classes
of common equity:  As of October 8, 2003: 18,583,960 shares of common stock,
par value $.001 per share, were outstanding.

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






                             TABLE OF CONTENTS



                                 PART I

ITEM 1.   Description of Business..................................      3
ITEM 2.   Description of Properties................................      8
ITEM 3.   Legal Proceedings........................................      8
ITEM 4.   Submission of Matters to a Vote of Security Holders......      9

                                 PART II

ITEM 5.   Market For Common Equity and Related Stockholder Matters..     9
ITEM 6.   Management's Discussion and Analysis or Plan of Operation.    10
ITEM 7.   Financial Statements......................................    16
ITEM 8.   Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure......................    16
ITEM 8A.  Controls and Procedures...................................    16

                                 PART III

ITEM 9.   Directors, Executive Officers, Promoters and Control
           Persons, Compliance with Section 16(a) of the Exchange Act   17
ITEM 10.  Executive Compensation.....................................   18
ITEM 11.  Security Ownership of Certain Beneficial Owners and
           Management................................................   19
ITEM 12.  Certain Relationships and Related Transactions.............   21
ITEM 13.  Exhibits and Reports on Form 8-K...........................   21
ITEM 14.  Principal Accounting Fees and Services.....................   23

SIGNATURES

<PAGE>


<PAGE>
                                PART I


Item 1.  DESCRIPTION OF BUSINESS

   TRB Systems International Inc. ("We" or the "Company") was incorporated
in the State of Delaware on April 9, 1997. We conduct our business through
our wholly owned subsidiary, TRB Systems Inc. ("TRB"), which we acquired on
April 18, 1997. TRB does not fully operate until July 1998.

    TRB was incorporated in the State of Delaware in April 1994 to engage in
the business of developing, marketing, and manufacturing a line of TPS
bicycles, including the regular TPS bicycle, TPS exercycle, TPS electric
bicycle, and TPS wheelchair (collectively "TPS bicycles"). The technology
applied at our TPS bicycles is called Transbar Power System (TPS) technology,
which we are exclusively licensed from ABL Properties Company, a company
wholly owned by Mr. Byung Yim, our president and principal executive
officer.

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

    We generate revenue from two sources: (i) consulting fees derived from
representation of our clients in the negotiation of contracts and general
career consultation; and (ii) participation in the sales and profits of
projects, such as scripts and entertainment technology, submitted to
entertainment industry professionals generated by our clientele.

    The consulting fees will generally be between 5 to 10% of the value of
any contract we negotiate on behalf of our clientele, or at a rate of $200
per hour for general career advice. We may offer monthly rates for general
career services and advice, if there is sufficient client demand for it. We
will have various percentages of participation for specific projects,
primarily based on the extent of our involvement in the project, the extent
of our client's involvement in the project, the amount of financing we
contributed, or projected revenue for the project itself.

Our Products

    We intend to provide a new generation of cycling and products using the
patented TPS technology. Our products include TPS bicycles, fitness/home
trainers, and electric bicycles.

TPS Bicycles

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

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

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

    A TPS bicycle looks like a conventional bicycle. What make big
difference is the TPS technology applied on the bicycle. A TPS bicycle has
two main components: (i) Transbar. There are two opposing bars attached
directly to the pedal levers. The pedal lever is attached to the Transbar
at a precise angle to allow maximum power transfer from the rider to the
machine; and (ii) Rear Hub, a dual ratcheting sprocket which is engaged by
a drive chain.

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

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

    We offer five models of TPS bicycles: 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 225 mm or 250 mm.
This will increase the force of each stroke and increase speed considerably
compared to the conventional pedal length of 170 mm.  We plan 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. We will tap the
high-end professional rider market in the second phase of our business plan.
We are currently conducting care research to verify the speed and efficiency
of our racing prototype (i.e., longer pedal arm, therefore greater force
stroke).

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

Fitness/Home Trainers

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

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

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

Electric Bicycles

    POWER+BIKE is an outdoor bike that uses the same "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 23 mph. Our POWER+BIKE is
strategically positioned, not specifically for the luxury market, which has
three new entries this year Bricklin, Mercedes, and Porsche.  All three are
designed similar to a moped, are heavy (50 lbs or more), and costly, at
prices between $1400-$5000.  By comparison, TRB's POWER+BIKE is 23 lbs, light
and efficient enough, which can be pedaled comfortably in a business skirt
or suit, for the senior citizen and women's market  and sleek enough for the
"Generation X" market appeal, sophisticated enough for the urban businessman,
cool and convenient for the outdoor family and RV enthusiasts, and safe and
practical for the recovering heart attack patient who wants to exercise but
does not want to be stuck too far from home.  With a retail cost of $600 and
manufacturing costs of $200, along with the added capabilities of folding
the POWER+BIKE into a POWER PACK so it can be hung upon the back of a door,
TRB's management believes the POWER+BIKE can capture a major market share
within this emerging market.

Our Market

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

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

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

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

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

    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.

Distribution

    Currently our TPS bicycles are sold mainly through retail outlets and
specialty bike shops; while institutional exercise equipment is sold through
trade shows, magazines and direct mail. We intend to utilize regional
distributors in the U. S. market and licensees overseas to sell our products
through a network of specialized bike and sporting goods shops.

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

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
Country         Min. Royalties      Min. Royalties     Min. Royalties

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

    TRB is manufacturing its proprietary parts through a non-exclusive
relationship with Kun Teng Industries Ltd. of Taiwan to produce medium and
high-end bicycles, and plans to use Tianjin Fushida Bicycle Co., Ltd. of
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 2003-2004 fiscal year, and TRB has received a line of credit in
China for $2 million to support these production plans. Our ergometers will
be manufactured by Pretty Wheel Ind. Co., Ltd., a leading sports equipment
manufacturer in Taiwan.

Research and Development

    The TPS technology has many applications. We intend to focus on the
following 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. For
the year ended June 30, 2003, we spent $47,878 on R&D, compared to $129,649
in fiscal 2002.

Patents, Licenses and Other Intellectual Rights

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

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

    We have no other patents, trademarks, licenses, franchises, concessions,
or royalty agreements.

Competition

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

Government Regulations

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

Impact of Inflation

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

Principal Customers

    During the most recent fiscal year ended June 30, 2003, Sunrise Medical
accounted for approximately 17% of our total sales. No other customers
accounted for more than 10% of our total sales.

Seasonality

    Because the significant portion of our current customers reside in the
United States, we anticipate that sales of certain of our lawn and garden
Products to those customers located in Northern portion of the United States
could be reduced as a result of fall and winter climate and weather
conditions.

Employees

    Currently we have four full-time employees, and no part-time employees.


Item 2.  DESCRIPTION OF PROPERTIES

    We currently rent approximately 500 square feet of office space at 21
Hutton Avenue, West Orange, New Jersey, as well as 2,500 square foot of
R&D facility in Taiwan. For the year ended June 30, 2003, we paid rent of
$18,208. We believe the leased property facility will be sufficient to meet
our needs for the next twelve months.


Item 3   LEGAL PROCEEDINGS.

    We have four legal proceeding in recent years, as described below.

    (i) 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. We believe
that we will prevail in this matter. In the event that it does not, the
impact will not be of a material nature.

    (ii) There is 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 has been settled for $192,000.

    (iii) There is an action in the Supreme Court of New Jersey by David,
Kessler & Associates, LLC for professional fees and disbursements. The claim
has been settled for $100,000, $56,000 of which has been paid.

    (iv) Sawtooth Group of New Jersey entered an action in New Jersey
Supreme Court for $111,000 for services rendered as marketing consultants
for us. The claim has been settled for $60,000. Currently there is balance
of $56,000 outstanding.


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

    No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the
fiscal year ended June 30, 2003.


                                   PART II

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

    We are authorized to issue 30,000,000 shares of common stock, $.001 par
value, and no preferred stock shares are authorized to issue. As of the date
of this Report, we have 18,583,960 shares of common stock issued and
outstanding.

    Since August 21, 1998, our common stock has been quoted on the NASD OTC
Bulletin Board under the symbol TRBX.  Prior to that date, there was no
public market for our securities. The table below sets forth, for the
respective periods indicated, the prices for our common stock in the over-
the-counter market as reported by the NASD's OTC Bulletin Board.  The closing
prices represent inter-dealer quotations, without adjustments for retail
mark-ups, mark-downs or commissions and may not necessarily represent actual
transactions.

Fiscal Year Ended June 30, 2003         High Close     Low Close

  Fourth Quarter                           $0.05         $0.02
  Third Quarter                            $0.05         $0.03
  Second Quarter                           $0.07         $0.05
  First Quarter                            $0.09         $0.07

Fiscal Year Ended June 30, 2002

  Fourth Quarter                            $0.10        $0.07
  Third Quarter                             $0.10        $0.06
  Second Quarter                            $0.13        $0.08
  First Quarter                             $0.16        $0.11


Options and Warrants

    There are no outstanding options or warrants to purchase, nor any
securities convertible into, our common shares.

Holders

    As of October 8, 2003, we had approximately 266 shareholders of record
based on information provided by our transfer agent, which is Continental
Stock Transfer Company of New York, New York.

Dividends

    Since our inception, we have not paid any dividends, and we do not
anticipate that we will pay dividends in the foreseeable future.

Recent Sale of Unregistered Securities

    We have not issued any unregistered securities for the past three
years.


Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-Looking Statements

    This report may contain "forward-looking" statements. Examples of
forward-looking statements include, but are not limited to: (a) projections
of our revenues, capital expenditures, growth, prospects, dividends,
capital structure and other financial matters; (b) statements of our plans
and objectives; (c) statements of our future economic performance; (d)
statements of assumptions underlying other statements and statements about
us and our business relating to the future; and (e) any statements using
the words "anticipate," "expect," "may," "project," "intend" or similar
expressions.

Overview

    We, through our wholly owned subsidiary TRB Systems Inc., engage in the
business of marketing and manufacturing of a line of TPS bicycles. Those
bicycles are built on Transbar Power System (TPS) technology, which allows
the users to exercise by using their natural walking or jogging motion,
under which the damages to the exercisers' lower back, hips, knees, and
ankles under the traditional biking or jogging way may be reduced.

    The TPS technology used by TRB was licensed from ABL Properties Company.
Currently TRB has the exclusive worldwide licensing rights under all TPS
patents, except from Taiwan and South Korea. 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.

Results of Operations

    As to date, we have completed the following:

     *   performed road, strength, and functional tests for 6-way pedaling
motions of multi-function bicycles for children through Tianjin Fushida
Bicycle Co. Ltd. of Tianjing, China;

     *   completed all road, strength and functional tests for 2-way pedaling
motion bicycles for audits, which will be manufactured by Shen Zhen Xidesheng
Bicycle Co., Ltd. of Shen Zhen, China;

     *   finalized the exercise bicycles by Power Cat Co., Ltd., one of our
OEM partners in Taiwan; and

     *   completed the final sample of electric bicycles by Pretty Wheel
Bicycle Co., Ltd., one of our OEM partners in Taiwan.

    We are negotiating with Cambridge & Clemensen Co., one of the top three
bicycle makers in China, for US $10 million financing for acquisition of a
bicycle manufacturer.

    We are currently still working on (i) developing the foldable and light
(under 13.5 kg) electric bike (Model TRB-E100) through Shenzhen Bicycle
Factory, and (ii) completing TRB-Fitness (an exercise bike) with Pretty Wheel
Bicycle factory in Taiwan and Tianjian Fushida factory, which is expected to
be completed by the fourth quarter of this fiscal 2003.

    On the marketing side, we have been negotiating with Beijing TV Home
Shopping Network, the largest home shopping network in China, to complete the
sales and marketing agreement. We are also working with Japan and Korea
licensees for lunching the sales and marketing in those two countries.

Year Ended June 30, 2003 Compared to Year Ended June 30, 2002

    For a substantial portion of our operating history we focused on
developing and marketing our TPS technology as well as conducting road tests
on our TPS bicycles. During this time we had limited revenues from the sale
of TPS bicycles and from license and distribution fees.  We began selling our
TPS bicycles in 1999 when we has sales revenue of $639,000. Since fiscal 2002,
we have been no revenues from sales of our TPS bicycles. For consecutive
four years, since fiscal 2000, the revenues we had are derived only from
consulting fees and from license and distributor fees.

    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 2003 from the TRB facility
in Korea.

Revenues

    For the year ended June 30, 2003, we had license and distributor fee
revenue of $243,000 as compared to $1,250,000 for the year of 2002.

Operating Expenses

    For the year ended June 30, 2003, total operating expenses, consisting
mainly of general and administrative expenses, decreased $589,522, or 50%,
to $611,584 from $1,201,106 of the same period of the previous year,
primarily because no bad debt expenses incurred in this year. For the year of
2002, there were bad debt expenses of $479,235. Except bad debt expenses, we
reduced our operating expenses in fiscal 2003 by $110,287 as compared to the
expenses incurred in fiscal 2002. The decrease in our operating expenses was
mainly attributed to a reduction in outside consulting expenses, employee
salaries, meal and entertainment, overseas operating expenses, promotion
expenses, and R&D expenses.

Interest Expenses

    For the year ended June 30, 2003, we had interest expenses of $38,268,
which was the same as that for the prior fiscal year.

Loss on Investment in Net Equity of a Foreign Entity

    In April 2001 we purchase 100% of the capital stock of BITEK Bicycle Co.,
Ltd., the third largest bicycle manufacturer in Korea, for $472,440 with
bank loan of $425,196. The bank loan was obtained from KookMin Bank of Soul,
Korea, collateralized by the factory real estate with interest rate of 9% per
year. During the year ended June 30, 2003, we disposed of this investment at
a loss of $57,958, and the proceeds of the sale was used to retire the bank
loan from KookMin Bank.

Net Income (Loss)

    For the year ended June 30, 2003, we experienced net loss of $464,931, or
$0.03 per share, compared to net income of $10,426, or $0.00 per share, of
the last year.

Liquidity and Capital Resources

    During the fiscal year ended June 30, 2003, we financed our operations
mostly through collecting accounts receivable, proceeds from disposal of
investment in net equity of a foreign entity, and from borrowing from our
president and director.

    At June 30, 2003, we had current assets of $1,688,359 and current
liabilities of $370,412. We had cash and cash equivalents of $958 and net
accounts receivable of $1,651,761 at June 30, 2003 compared to cash and cash
equivalents of $1,850 and net accounts receivable of $1,788,276 at June 30,
2002.

    Net cash used by our operating activities for the fiscal year 2003 was
$383,441, compared to $3,198 for the fiscal year 2002. Our operations for
fiscal year 2003 were funded primarily by accounts receivables, proceeds from
disposal of investment in net equity of a foreign entity, and from borrowing
from our president and director. Our operations for fiscal 2002 were funded
primarily from operating revenues.

    For the year ended June 30, 2003, the cash provided by our investing
activities was $466,965, which included: (1) disposal of investment in net
equity of a foreign entity of $472,440; and (2) expenditure for patent of
5,475.

    Net cash flows used by our financing activities for the year ended June
30, 2003 was $84,416. The principal financing activities included the
following: (1) bank loan retired of $434,763; (2) borrowing from director
of $246,194; and loans reclassified as long-term of $100,000.

    As disclosed on Item 3, "Legal Proceedings" and Note 13 of our Notes to
Financial Statements, we had outstanding judgment in a total of $381,000
incurred in 2001. We initiated negotiations to have the amounts reduced but
the outcomes of such negotiations are uncertain. We believe that we are not
in the financial position to pay these amounts within one-year period, and
accordingly, we reclassified the legal judgments payable to long-term.

    We incurred losses during the fiscal year. Although we cannot assure that
our future operations will be profitable or that additional debt and/or
equity capital will be raised, we believe our working capital, together with
funds that may be generated from operations and/or borrowing from our
directors, will be sufficient to meet our working capital requirements for
the next 12 months. However, if additional working capital is required and
not obtained through long-term debt, equity capital or operations, it could
adversely affect future operations.

    We may raise additional capital by the sale of its equity securities,
through an offering of debt securities, or from borrowing from a financial
institution. We do not have a policy on the amount of borrowing or debt that
we can incur. We may also attempt to negotiate with vendors or customers,
revenue sharing arrangements by which we will share the revenue if the vendor
or customers provides capital for the equipment. We believe that actions
presently being taken to obtain additional funding provide the opportunity
for us to continue as a going concern.

Critical Accounting Policies

    The discussion and analysis of our financial condition and results of
operations are based on our financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires estimates and
assumptions that affect the reported amounts and disclosures.

    We believe the following, among others, to be critical accounting
policies. That is, they are both important to the portrayal of our financial
condition and results of operations, and they require critical management
judgments and estimates about matters that are inherently uncertain. Although
we believe our judgments and estimates are appropriate and correct, actual
future results may differ from our estimates.

     *   Revenue recognition.  We principally derive our revenue from license
and distribution fees, we recognize revenue on an accrual basis as earned
under contract terms in accordance with the Securities and Exchange Commission
(SEC) Staff Accounting Bulletin 101, Revenue Recognition in Financial
Statements (SAB 101), as amended by SAB 101A and 101B. Fees received prior
to such license are reflected as deferred revenue.

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

Recent Accounting Pronouncements

    In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for
Asset Retirement Obligations", requires recognition of the fair value of
liabilities associated with the retirement of long-lived assets when a legal
obligation to incur such costs arises as a result of the acquisition,
construction, development and/or the normal operation of a long-lived asset.
Upon recognition of the liability, a corresponding asset is recorded at
present value and accreted over the life of the asset and depreciated over
the remaining life of the long-lived asset. SFAS 143 defines a legal
obligation as one that a party is required to settle as a result of an
existing or enacted law, statute, ordinance, or written or oral contract or
by legal construction of a contract under the doctrine of promissory estoppel.
SFAS 143 is effective for fiscal years beginning after June 15, 2002. We have
adopted this statement effective July 1, 2002 and we do not expect it to have
a material effect on our financial position, results of operations or cash
flows.

    In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS 144 requires that long-
lived assets be measured at the lower of carrying amount or fair value less
cost to sell, whether reported in continuing operations or in discontinued
operations. Therefore, discontinued operations will no longer be measured at
net realizable value or include amounts for operating losses that have not
yet occurred. SFAS 144 is effective for financial statements issued for
fiscal years beginning after December 15, 2001 and, generally, are to be
applied prospectively. We have adopted this statement, and it did not
materially affect our financial position, results of operations or cash flows.

    In April 2002, the FASB issued SFAS No. 145, Rescission of No. 4,
"Reporting Gains and Losses from Extinguishment of Debt", SFAS No. 44.
"Accounting for Intangible Assets of Motor Carriers", SFAS No. 64,
"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements",
Amendment of FASB Statement No. 13 "Accounting for Leases" and Technical
Corrections. This statement eliminates the current requirement that gains
and losses on debt extinguishment must be classified as extraordinary items
in the income statement. Instead, such gains and losses will be classified
as extraordinary items only if they are deemed to be unusual and infrequent,
in accordance with the current GAAP criteria for extraordinary classification.
In addition, SFAS 145 eliminates an inconsistency in lease accounting by
requiring that modification of capital leases that result in reclassification
as operating leases be accounted for consistent with sale-leaseback
accounting rules. The statement also contains other nonsubstantive
corrections to authoritative accounting literature. The changes related to
debt extinguishment became effective for fiscal years beginning after May 15,
2002, and the changes related to lease accounting became effective for
transactions occurring after May 15, 2002. We have adopted this statement
effective July 1, 2002, and it did not materially affect our financial
position, results of operations or cash flows.

    In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities", which addresses accounting
for restructuring and similar costs. SFAS 146 supersedes previous accounting
guidance, principally, Emerging Issues Task Force (EITF) Issue No. 94-3.
SFAS 146 requires that the liability for costs associated with an exit or
disposal activity be recognized when the liability is incurred. Under EITF
No. 94-3, a liability for an exit cost was recognized at the date of a
company's commitment to an exit plan. SFAS 146 also establishes that the
liability should initially be measured and recorded at fair value.
Accordingly, SFAS 146 may affect the timing of recognizing future
restructuring costs as well as the amount recognized. The provisions of
this Statement are effective for exit or disposal activities that are
initiated after December 31, 2002. We have adopted this statement effective
January 1, 2003, and it did not materially affect our financial position,
results of operations or cash flows.

    In November 2002, the FASB issued FASB Interpretation No. 45,
"Guarantor's Accounting for Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others", an interpretation
of FASB Statements No. 5, 57, and 107 and rescission of FASB Interpretation
No. 34, Disclosure of Indirect Guarantees of Indebtedness of Others
("FIN 45"). FIN 45 clarifies the requirements for a guarantor's accounting
for and disclosure of certain guarantees issued and outstanding. It also
requires a guarantor to recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. This Interpretation also incorporates without reconsideration
the guidance in FASB Interpretation No. 34, which is being superseded. We
do not believe the adoption of this standard will have a material impact on
our financial position, results of operations or cash flows.

    In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-
Based Compensation - Transition and Disclosure, which amends SFAS No. 123,
"Accounting for Stock-Based Compensation" ("FAS 123"). SFAS 148 provides
alternative methods of transition for a voluntary change to the fair value
based method of accounting for stock-based employee compensation. In
addition, SFAS 148 amends the disclosure requirement of SFAS 123 to require
more prominent and more frequent disclosures in financial statements of the
effects of stock-based compensation. The transition guidance and annual
disclosure provisions of SFAS 148 are   effective for fiscal years ending
after December 15, 2002. The interim disclosure provisions are effective for
financial reports containing condensed financial statements for interim
periods beginning after December 15, 2002. The effect of the adoption of
SFAS No. 148 on our financial statements has not been significant.

    In January 2003, the FASB issued FASB Interpretation No. 46,
Consolidation of Variable Interest Entities, an interpretation of
Accounting Research Bulletins ("ARB") No. 51, Consolidated Financial
Statements ("FIN 46"). FIN 46 applies immediately to variable interest
entities created after January 31, 2003, and in the first interim period
beginning after June 15, 2003 for variable interest entities created prior
to January 31, 2003. The interpretation explains how to identify variable
interest entities and how an enterprise assesses its interests in a variable
interest entity to decide whether to consolidate that entity. The
interpretation requires existing unconsolidated variable interest entities
to be consolidated by their primary beneficiaries if the entities do not
effectively disperse risks among parties involved. Variable interest entities
that effectively disperse risks will not be consolidated unless a single
party holds an interest or combination of interests that effectively
recombines risks that were previously dispersed. We don't believe the
adoption of this standard will have a material impact on our financial
position, results of operations or cash flows.

    In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities. This Statement amends and
clarifies the accounting for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities
under SFAS No. 133. In particular, SFAS No. 149 (1) clarifies under what
circumstances a contract with an initial net investment meets the
characteristic of a derivative as discussed in SFAS No. 133, (2) clarifies
when a derivative contains a financing component, (3) amends the definition
of an underlying derivative to conform it to the language used in FASB
Interpretation No. 45, Guarantor Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others, and (4)
amends certain other existing pronouncements. SFAS No. 149 is generally
effective for contracts entered into or modified after June 30, 2003. We do
not believe the adoption of SFAS No. 149 will have a material impact on our
financial position, results of operations or cash flows.

    In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity"
which is effective after May 31, 2003, and is otherwise effective into or
modified after May 31, 2003, and is otherwise effective at the beginning of
the first interim period beginning after June 15, 2003. This statement
requires an issuer to classify financial instruments that have issued in
the form of shares that is mandatorily redeemable; that embodies an
obligation to repurchase the issuers equity shares, or is indexed to such
an obligation, and that requires or may require the issuer to settle the
obligation by transferring assets; and, that embodies an unconditional
obligation, or a financial investment other than the issuer must or may
settle by issuing a variable number of its equity shares as liabilities
(or assets in some circumstances). We do not believe the adoption of SFAS
No. 150 will have a material impact on our financial position, results of
operations or cash flows.


Item 7.   FINANCIAL STATEMENTS

   The financial statements required by this report are included,
commencing on page F-1.


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

    There has been no change in accountants and there have been no
disagreements with the accountants regarding accounting and financial
disclosure.


Item 8A.  CONTROLS AND PROCEDURES

    Within the 90 days prior to the date of this Report we carried out
an evaluation, under the supervision and with the participation of
Mr. Byung Yim, our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls
and procedures, as defined in Rules 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in its Exchange Act reports is recorded,
processed, summarized and reported within the applicable time periods
specified by the SEC's rules and forms.

    There were no significant changes in our internal controls or in any
other factors that could significantly affect those controls subsequent to
the date of the most recent evaluation of our internal controls by us,
including any corrective actions with regard to any significant deficiencies
or material weaknesses.


                                 PART III

Item 10   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

         Name        Age                  Positions
  ----------------  -----  ----------------------------------------------
    Byung D. Yim     63      Chief Executive Officer, Chief Financial
                             Officer, President, Secretary, and Director
    Marn T. Seol     65      Vice Chairman of the Board
    August Rheem     67      Vice President of Research and Development
    Joice Diana      48      Director

    The term of office of each of our directors ends at the next annual
meeting of our shareholders or when such directors' successor is elected
and qualified. No date for the annual meeting of stockholders is specified
in our bylaws or has been fixed by the Board of Directors. Our executive
officers are served at the pleasure of the board of directors. There are
no agreements with respects to the election of directors.

    The following information sets forth the backgrounds and business
experience of our directors and executive officers:

    Byung D. Yim, our Chief Executive Officer, President, Chief Financial
Officer, Secretary, and Chairman of the Board of Directors. Mr. Yim's
responsibilities include long-term vision and international development.
He was the founder of both ProMaster Corp. and Alenax Corp. He manages 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 Middle East distributor of perma
stamp lines of Johnson Wax products. Mr. Yim's experience in the bicycle
industry is extensive, including as an 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 graduated from of Han Yang University of Korea with a B.A. in
Nuclear Engineering and Electronics.

    Marn T. Seol is our Vice President of R&D. Mr. Seol is the inventor of
both propulsion for lever propelled bicycles and multi-purpose transmission
mechanisms for bicycles. Mr. Seol began pursuing his interest in designing
bicycles in 1976 by opening Dong Yang Industrial Co., Ltd. in Korea. In
1983, he joined forces with Mr. Yim, and since that time he has worked for
Mr. Yim in developing the research and development division of his
companies.

    August Rheem is our vice Chairman of the Board of Directors. Mr. Rheem
graduated from Yen Se University in Seoul, Korea, majoring in economics.
He was President of Leisure Dynamic Corp. for eight years, and he was
president of H.J. Sports, Inc. for twelve years. Mr. Rheem had import and
export experience for ten years.

    Joice Diana is one of our directors. Ms. Diana graduated from Fashion
Institute of Technology in New York, New York, with a bachelor degree. She
had been Administrator at US Lottery Inc. for five years and Office
Manager of Alenax Corp for seven years.

Involvement on Certain Material Legal Proceedings During the Last Five
Years:

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

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

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

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

Section 16(a) Beneficial Ownership Reporting Compliance

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

    Based solely upon a review of the copies of such forms furnished to us
and information involving securities transactions of which we are aware, we
believe that during the fiscal year ended June 30, 2003, our executive
officers, directors and greater than 10% beneficial stockholders were not
complied with Section 16(a) filing requirements.


Item 11.   EXECUTIVE COMPENSATION

    The following table sets forth the compensation earned by our executive
officers during the last three fiscal years. In accordance with Item
402(a)(5), we have omitted certain columns from the table required by
Item 402(b).

                        Summary Compensation Table

 	                     Annual Compensation

                                                          Other Annual
Name and Principal Positions    Year   Salary    Bonus    Compensation
                                          $        $           $
----------------------------   ------  --------   ------- -------------
Byund D. Yim  (1)	             2003	   50,000      --          --
CEO & President                2002    50,000      --          --
                               2001    50,000      --          --

(1) Since fiscal 2001, we did not make any cash payments to Byund D. Yim
for the services he rendered to us. All the salary Mr. Yim earned has been
converted to director's loan as recorded in our financial statements. As
in the previous years, we provided Mr. Yim with an automobile and related
operating expenses in fiscal 2003. For the year, the value for such services
was $10,188. Please see Note 11 of our notes to financial statements.

   Prior to fiscal 2001, Mr. Yim served as our Chief Executive Officer and
Chairman of the Board without any salary accrued. He infused $163,126 into
the TRB. In lieu of the repayment of the loan, and for salaries not claimed
in previous years, we issued 900,000 shares of our common stock to Mr. Yim
in 2000.

Employment Agreements

    We have not entered into any employment agreements with our executive
officers or directors nor have we obtained any key-man life insurance.

Directors' Compensation

    The directors did not receive any other compensation for serving as
members of the board of directors. The board has not implemented a plan to
award options. There are no contractual arrangements with any member of
the board of directors. But they are paid a per diem fee for attending
board meetings. They also are reimbursed for reasonable out-of-pocket
expenses incurred in the performance of their roles.

Stock Option Plan and Other Long-Term Incentive Plan

    As of the date of this Report, we don't have an existing or proposed
option/SAR grants.



Item 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) Security Ownership of Certain Beneficial Owners

    The following table sets forth, as of October 8, 2003, the beneficial
shareholdings of persons or entities holding five percent or more of our
outstanding common stock. Each person has sole voting and investment power
with respect to the shares of common stock shown, and all ownership is of
record and beneficial.

Security Ownership of Certain Beneficial Owners

 Title of      Name and Address     Amount and Nature of    Percent of
  Class      of Beneficial Owner     Beneficial Ownership    Class (1)
----------  ----------------------   ---------------------  -----------
  Common     Motion Plus Int'l Corp. (2)   9,555,000          51.4%
 	 	 21 Hutton Avenue, #3
             West Orange, NJ 07025

 Common	 Byung Yim (3)                 1,950,000          10.5%
             21 Hutton Avenue, #3
             West Orange, NJ 07025

 Common      Alexander B. Yim (4)          3,802,500          20.5%
             595 Windflower Court
             Morganville, NJ 07751

 Common      Lena B. Yim (4)               3,802,500          20.5%
             595 Windflower Court
             Morganville, NJ 07751

(1)	Based on 18,583,960 shares of common stock outstanding as of June 30,
      2003.
(2)	Mr. Byung Yim is the President of Motion Plus International Corp.
      ("MPI"), and owns 20% of MPI's capital stock.
(3)   Mr. Byung Yim is our CEO and President.
(4)   Alexander B. Yim is the son of Byung Yim, and Lena B. Yim is the
      daughter of Byung Yim.

(b) Security Ownership of Management

    The table below set forth certain information, as of October 8, 2003, all
of our directors and executive officers who beneficially owned our voting
securities and the amount of our voting securities owned by the directors and
executive officers as a group.

Security Ownership of Management

Title of      Name and Address     Amount and Nature of    Percent of
  Class      of Beneficial Owner     Beneficial Ownership    Class (1)
----------  ----------------------   ---------------------  ----------
 Common      Byung Yim (2) 	               1,950,000         10.5%
 	 	 21 Hutton Avenue, #3
             West Orange, NJ 07025

 Common	 Marn T. Seol                      580,000          3.1%
             c/o 21 Hutton Avenue, #3
             West Orange, NJ 07025

 Common	 August Rheem                       20,000           *
             c/o 21 Hutton Avenue, #3
             West Orange, NJ 07025

 Common      Joice Diana                         3,043           *
             c/o 21 Hutton Avenue, #3
             West Orange, NJ 07025

             Directors and Officers          2,553,043         13.7%
             as a group

(1) Based on 18,583,960 shares of common stock outstanding as of June 30,
    2003.
(2) Not included 9,555,000 shares owned by Motion Plus International Corp.,
    which Mr. Byung Yim, our CEO and President, owns 20% of its capital
    stock.
(3) Marn T. Seol is our Vice Chairman of the Board.
(4) August Rheem is our Vice President.
(5) Joice Diana is our Director.
*   Less than one percent.

(c) Changes in Control

    To the knowledge of management, there are no present arrangements or
pledges of our securities that may result in our control of our company.


Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    In 1994, TRB Systems Inc., our wholly-owned subsidiary, entered into an
exclusive licensing agreement with ABL Properties Company ("ABL"), which is
controlled by Mr. Byung Yim, our principal shareholder, our Chief Executive
Officer and Chief Financial Officer. Because of our CEO & CFO's relationship
with ABL, the agreement cannot be considered an arm's length transaction.

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

    Any cost incurred by TRB 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.


Item 13.    EXHIBITS AND REPORTS ON FORM 8-K

(a).  Exhibits

   Exhibit No.                       Description
   ----------- -------------------------------------------------------
      3.1      Article of Incorporation*
      3.2      Bylaws*
     10.1      Lease of Taiwan Office. *
     10.2      Exclusive Licensing Agreement between TRB Systems Inc.
               and ABL Properties Company*
     10.3      Patent Registration and Assignment to ABL Properties
               Company*
     10.4      Financing Agreement between TRB Systems Inc., and Tianjin
               Worldwide, Inc. *
     10.5      License and Marketing Agreement between TRB Systems Inc.
               and Mr. Konan Kouadio Simeon for Ivory Coast*
     10.6      Joint Venture Agreement between TRB Systems Inc., and
               Mr. Janak Shah for India*
     10.7      License and Marketing Agreement between TRB Systems Inc.
               and Mr. Abbas R. Datoo for Tanzania*
     10.8      Distributorship Agreement between TRB Systems Inc. and
               Mr. Kishor M. and Gira K. Dattani for Countries in
               California*
     10.9      Licensing and Marketing Agreement between TRB Systems Inc.
               and Stella Kujembola for Benin and Nigeria*
    10.10      Sino-Danishn Manufacturing Agreement*
    10.11      Kun Teng Industries Agreement*
     31.1      Certification of Chief Executive Officer and Principal
               Financial Officer pursuant to 18 U.S.C. Section 1350, as
               adopted pursuant to Section 302 of the Sarbanes-Oxley Act
               of 2002**

     31.2      Certification of Chief Executive Officer and Principal
               Financial Officer pursuant to 18 U.S.C. Section 1350, as
               adopted pursuant to Section 906 of the Sarbanes-Oxley Act
               of 2002**

*   Incorporated by reference to Exhibits filed with the Securities and
    Exchange Commission to Registration Statement on Form SB-2, Commission
    File No. 333-7242.

**  Filed herewith.

(b) Reports on Form 8-K.

    There were no reports on Form 8-K filed with the Commission during the
quarter ended June 30, 2003.


Item 14.   PRINCIPAL ACCOUNTANT'S FEES AND SERVICES.

(1) Audit Fees.

    The aggregate fees billed us for each of the last two fiscal years for
professional services rendered by our principal accountant for the audit
of our annual financial statements and review of our quarterly financial
statements included in our reports on 10Q-SB and other services typically
provided by an accountant in connection with statutory and regulatory
filings or engagements for those fiscal years is $47,595 and $36,165,
respectively.

(2) Audit-Related Fees:   None.

(3) Tax Fees:   None.

(4) All Other Fees:   None.

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

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

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

    * Preapprove all audit services that the auditor may provide to us
(including providing comfort letters in connection with securities
underwritings or statutory audits) as required by Section 10A(i)(1)(A)
of the Securities Exchange Act of 1934, as amended by the Sarbanes-Oxley
Act of 2002.

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

    The board of directors considers at each of its meetings whether to
approve any audit services or non-audit services.

    Our board of directors' pre-approval policies and procedures described
in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the board
pre-approve all accounting related activities prior to the performance of
any services by any accountant or auditor.

    The percentage of hours expended on the principal accountant's
engagement to audit our financial statements for the most recent fiscal
year that were attributed to work performed by persons other than the
principal accountant's full time, permanent employees was 0%.



                                 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
----------------------------
Byung Yim
Chief Executive Officer and
Chief Financial Officer

Date:   October 8, 2003








                         TRB SYSTEMS INTERNATIONAL, INC.
                Consolidated Comparative Financial Statements and
                       Independent Auditor's Audit Report

                             June 30, 2003 and 2002




                              TABLE OF CONTENTS




Independent Auditor's Audit Report...............................      F-1

Consolidated Comparative Financial Statements:

   Balance Sheets................................................      F-2
   Statements of Earnings (Loss) and Deficit.....................      F-3
   Statements of Stockholders' Equity............................      F-4
   Statements of Cash Flows......................................      F-5
   Notes to Financial Statements.................................      F-6


<PAGE>


Stan J.H. Lee, CPA
a member firm of DMHD Hamilton Clark & Co.                Tel) 760-612-1269
2182 Lemoine Ave, suite 200                      e-mail) sierra5533@aol.com
Fort Lee, NJ 07024                                        Fax) 815-846-7550


                       INDEPENDENT ACCOUNTANT'S AUDIT REPORT


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

    I have audited the accompanying consolidated balance sheet of TRB
Systems International, Inc. as of June 30, 2003 and 2002 and the related
consolidated statements of earnings (loss) and deficits, statements of
stockholders' equity and cash flows for the period ended June 30, 2003 and
2002, respectively . These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on
these financial statements based on my audit.

    I conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that I 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. I believe that my audit provides a
reasonable basis for my opinion.

    In my opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of TRB Systems
International, Inc. as of June 30, 2003 and 2002, and the results of its
consolidated operations and its cash flows for the fiscal years ended June 30,
2003 and 2002, respectively in conformity with generally accepted accounting
principles.


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

September 15, 2003
Fort Lee, New Jersey


<PAGE>                                 F-1




                           TRB SYSTEMS INTERNATIONAL INC.

                            CONSOLIDATED BALANCE SHEETS
                            As of June 30, 2003 and 2002


                                                     6/30/2003    6/30/2002
                                                    ---------   -----------
                             ASSETS
Current Assets
Cash ...........................................      $    958    $   1,850
Accounts Receivable (Note 3)....................     1,651,761    1,788,276
Inventories.....................................        35,640       26,400
                                                    ----------    ---------
                                                     1,688,359    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
Prepaid Expenses (Note 5).......................        12,409       12,409
Property and Equipment, net (Note 6)............       100,117      204,063
Security Deposit................................         1,043        1,043
Patents.........................................         9,125        3,650
                                                    ----------    ---------
                                                     1,202,694    1,773,605

Total Assets ...................................  $  2,891,053  $ 3,590,131
                                                  ============  ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable and Accrued Expenses...........  $    370,312  $   420,043
Loan Payable....................................             -      100,000
Corporation Income Tax Payable..................           100          100
                                                  ------------  -----------
                                                       370,412      520,143
Long-Term Liabilities
Bank Loans and accrued interest (Note 14).......             -      434,763
Director's Loan (Note 9)........................       384,513      138,319
Loan Payable....................................       100,000            -
Legal Judgments Payable (Note 13)...............       381,000      381,000
Loans from Individuals..........................       423,215      419,062
                                                   -----------  -----------
                                                     1,288,728    1,373,144
Stockholders' Equity
Common Stock, $.001 Par Value, 30,000,000 Shares
 authorized, 18,583,960 Shares Issued
 and Outstanding................................        18,583       18,583
Additional Paid-in Capital......................     2,454,384    2,454,384
Retained Earnings (Deficit).....................   (1,241,054)    (776,123)
                                                   -----------  -----------
                                                     1,231,913    1,696,844

Total Liabilities and Stockholders' Equity......   $ 2,891,053  $ 3,590,131
                                                   ===========  ===========



                  See accompanying notes which are an integral part
                          of the financial statements


<PAGE>                                 F-2



                            TRB SYSTEMS INTERNATIONAL INC.

                       Consolidated Statement of Earnings (Loss)
                           and Retained Earnings (Deficit)

                   Fiscal Years Ended June 30, 2003 and 2002


                                                   2003          2002
                                                 ----------   ----------
Revenues From Product sales...............       $        -   $        -
Cost of Goods Sold........................                -            -
                                                 ----------   ----------
Gross Profit..............................                -            -

License and Distributor Fees (Note 3).....          242,979    1,250,000

Operating Expenses:
 Auto Expense (Note 11)...................           10,188        8,939
 Bad Debt.................................                -      479,235
 Communication............................            5,047        6,690
 Consulting...............................           60,480       82,230
 Depreciation and amortization............          121,300       98,843
 Employment Salaries......................          150,700      109,020
 Meals and Entertainment..................           43,884       34,251
 Miscellaneous Expenses...................           21,581        9,169
 Office Expenses..........................            7,482       11,481
 Overseas Operating Expenses..............           38,441       47,527
 Promotion Expenses.......................                -       11,200
 Professional fees........................           60,991       64,723
 Show Expense.............................                -       33,417
 Shipping and Delivery....................            7,488            -
 Rents (Note 13)..........................           18,208       19,950
 Business Taxes...........................                -        2,655
 Travel...................................           17,916       52,127
                                                  ---------    ---------
                                                    611,584    1,201,106
Loss before other, loss, expense and
  income taxes............................        (368,605)       48,894

Interest expense..........................         (38,268)     (38,268)
Loss on investment in net equity of
  a foreign entity (Note 14)..............         (57,958)            -

Income tax expenses:
  Income Tax Expense......................            (100)            -
  Net of net operating carryover..........                -        (200)

Net Income (Loss).........................        (464,931)       10,426
                                                 ==========     ========

Accumulated Deficit, at Beginning.........        (776,123)    (786,549)

Accumulated Deficit, at End...............      (1,241,054)    (776,123)

Earnings (Loss) Per Share (Note 12).......        $  (0.03)      $  0.00
                                                 ==========   ==========



The accompanying notes are an integral part of these financial statements


<PAGE>                               F-3



                      TRB SYSTEMS INTERNATIONAL INC.

             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
               Fiscal Years Ended June 30, 2003 and 2002

<TABLE>
<CAPTION>


                                                                Retained       Total
                        Capital Stocks                          Earnings     Stockholders'
                    Shares        Amount      Paid-in Capital   (Deficits)    Equity
               --------------- ------------- ----------------- ------------- ------------

              <c>            <c>           <c>              <c>           <c>
Balance
At  7/01/2001     18,583,960     $ 18,583      $ 2,454,384     $ (786,549)   $ 1,686,418

Net income (Loss)         -             -                -         10,426         10,426

Balance
At 6/30/2002      18,583,960     $ 18,583      $ 2,454,384     $ (776,123)   $ 1,696,844

Net income (Loss)          -            -                -       (464,931)     (464,931)

Balance
At 6/30/2003      18,583,960      $18,583      $ 2,454,384    $(1,241,054)   $ 1,231,913
                  ==========      ========     ===========    ============   ===========



         The accompanying notes are an integral part of these financial statements

</TABLE>

<PAGE>                                F-4




                          TRB SYSTEMS INTERNATIONAL INC.

                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Fiscal Years Ended June 30, 2003 and 2002



                                               Fiscal Years Ended June 30

                                                   2003           2002
                                                -----------    ----------

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Income (Loss).........................     $ (464,931)     $  10,426
 Noncash Items Included in Net Income (Loss)        103,946       109,020
 Decrease (Increase) in Accounts Receivable         136,515     (565,856)
 Decrease (Increase) in Inventories........         (9,240)         1,800
 Decrease (Increase) in License and
 Distributorship Fees Receivable...........              -      (515,000)
 Decrease (Increase) in Prepaid Expenses...              -          8,956
 Increase (Decrease) in Current Liabilities        (49,731)        93,056
 Increase (Decrease) in Loans Payable......       (100,000)     (175,600)
                                                -----------   -----------
                                                  (383,441)       (3,198)

CASH FLOWS FROM INVESTING ACTIVITIES:
 Disposal of Investment in Net Equity
  of a Foreign Entity......................         472,440            -
Decrease (Expenditure) for Patents.........         (5,475)       21,300
                                                -----------   -----------
                                                    466,965       21,300

CASH FLOWS FROM FINANCING ACTIVITIES:
 Bank Loan Retired.........................       (434,763)        9,567
 Director's Loans..........................         246,194            -
 Loans Reclassified as Long-Term...........         100,000            -
 Loans from Individuals....................           4,153     (30,769)
                                                 ----------   ----------
                                                   (84,416)     (21,202)

Net Increase (Decrease) in Balance of Cash..     $    (892)   $  (3,100)
                                                 ==========   ==========

Cash at Beginning of period.................     $   1,850    $   4,950
                                                 ----------   ----------

Cash at End of period.......................     $     958    $   1,850
                                                 ==========   =========


The accompanying notes are an integral part of these financial statements



<PAGE>                                F-5




                          TRB SYSTEMS INTERNATIONAL, INC.

                             Notes to Consolidated
                        Comparative Financial Statements
                             June 30, 2003 and 2002

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

    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 March 31, 2002 and 2001.

    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.

    Accounting Method

    The Company recognizes income and expenses on accrual basis.

    Depreciation

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

    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 betIen 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.

    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.

    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.

    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.

    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.

    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 $ 1,651,761 as of June 30, 2003 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:


                    First Year       Second Year        Third Year
               Minimum Royalties  Minimum Royalties  Minimum Royalties
    Country       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 Kimsvision 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 Transfer 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                         (746,011)

                   Net as of June 30, 2003                   $  100,117
                                                             ==========

    The Purchase of the property and expenses 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 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, 2003, 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
    $10,188 for the fiscal year ended June 30, 2003.

    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, 2003, 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 is uncertain. The
    management also believes the company is not in the financial position
    to pay these amount within one year period and therefore classified
    the legal judgments payable to long term.



    Creditors / Creditors' Attorneys               Amount as of 06/30/03

    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. Disposal of 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 bank loan was obtained from KookMin Bank, Seoul, Korea,
    collateralized by the factory real estate and carries interest rate of
    9 % with maturity date of April 2006.

    During the fiscal year ended June 30, 2003, the Company disposed of
    these assets at a loss of $ 57,958 and the proceeds of the sales was
    used to retire the bank loan from KookMin Bank.