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, 2006

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

                           Commission File No. 333-07242

                           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)

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

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

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

                           Common Stock, $0.001 Par Value
--------------------------------------------------------------------------------
                                (Title of Class)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. |__|

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 pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.   |__|

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

Registrant's revenues for the year ended June 30, 2006 were $267,236.

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:  Approximately $110,190.

The number of shares outstanding of Registrant's common stock as of September
20, 2006 was 22,783,002.

Transitional Small Business Disclosure Format (Check one): Yes |__| No |X|




                            TRB SYSTEMS INTERNATIONAL INC.

                                  FORM 10-KSB

                                    INDEX



                                    PART I


Item 1.   Description of Business........................................      4
Item 2.   Description of Property........................................      8
Item 3.   Legal Proceedings..............................................      9
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...........................................     13
Item 8.   Changes In and Disagreements with Accountants on Accounting
            and Financial Disclosure.....................................     13
Item 8A.  Controls and Procedures........................................     15
Item 8B.  Other Information..............................................     15

                                    PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act............     15
Item 10.  Executive Compensation.........................................     17
Item 11.  Security Ownership of Certain Beneficial Owners and Management
           and Related Stockholder Matters...............................     18
Item 12   Certain Relationships and Related Transactions.................     19
Item 13.  Exhibits.......................................................     20
Item 14   Principal Accountant Fees and Services.........................     21

Signatures ..............................................................     23






                                          PART I



Item 1     DESCRIPTION OF BUSINESS


General
-------

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

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

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

Our Products
------------

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

NMT - Bicycles
--------------

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

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

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

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

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

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

NMT-Fitness/Home Trainers
-------------------------

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

    *  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; and
    *  Parallel pedaling-360 degree rotation.

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

NMT-Electric Bicycles
---------------------

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

Manufacturing Facility
----------------------

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

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

Sale and Marketing
------------------

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

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

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

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

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

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

Distribution Agreements
-----------------------

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

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

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

Research and Development
------------------------

We focus our R&D activities on three main product groups, a select line of
bicycles, electric bicycles, and three types of exercise bicycle. For the years
ended June 30, 2006 and 2005, we spent $14,453 and $16,898, respectively, on our
Research and Development activities.

Patents, Licenses and Other Intellectual Rights
-----------------------------------------------

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

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

Competition
-----------

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

Government Regulations
----------------------

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

Impact of Inflation
-------------------

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

Employees
---------

As of the date of this report, we have 14 full-time employees. We believe that
we have good relations with our employees.



Item 2   DESCRIPTION OF PROPERTIES


We lease approximately 280 square meters of office at 1 Yong An Road in Tianjin,
300024, China, under a three-year lease which expires on February 28, 2007.
The monthly rent is $1,100. We do not own any real estate. We believe the leased
property facility will be sufficient to meet our needs for the next twelve
months.

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

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



Item 3   LEGAL PROCEEDINGS


As of June 30, 2006, we had four outstanding judgments totaling in the amount of
$381,000 against the Company, from unpaid loans (Bernard Koff , $192,000),
attorney fees (Cole, Schotz, Meiser, Forman & Leonard, $89,000 and David,
Kessler & Associates, LLC, $44,000), and marketing service fees (Sawtooth
Marketing Group, $56,000). All judgments were back to the middle of 1990s.
Negotiations have been initiated to have the amounts reduced but the outcome of
such negotiations is uncertain.

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



Item 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.




                                    PART II




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


Market Information
------------------

Since August 21, 1998, our common stock has been quoted on the OTC Bulletin
Board ("OTCBB") under the symbol TRBX; but on June 28, 2004, it was removed from
the OTCBB, and it has been traded on the pink sheets under the symbol TRBX.PK
since June 27, 2004. The remove from OTCBB was the result of delinquent filing
of the third quarterly report on Form 10-QSB, due on May 15, 2004 and filed on
September 23, 2004. Trading in the Company's common stock on the pink sheets
has been minimal with limited or sporadic quotations and there is no established
public trading market for the Company's common stock.

Holders
-------

As of September 20, 2006, there were 22,783,002 shares of Common Stock issued
and outstanding, held by approximately 403 holders of record as indicated on the
records of our transfer agent, which is Continental Stock Transfer Company, New
York, New York.

Dividend
--------

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

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

Equity Compensation Plan
------------------------

There are no equity compensation plans.

Options and Warrants
--------------------

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

Recent Sales of Unregistered Securities
---------------------------------------

In fiscal 2004, we issued 3,287,042 shares to August Rheem, a member of our
Board of Directors, to retire shareholders loans of $428,304; and 912,000 shares
to several individual investors for $228,000 in cash for our operations. These
shares were issued in reliance upon the exemption contained in Section 4(2) of
Securities Act of 1933.

No such issuance involved the use of an underwriter; no advertising or public
solicitation was involved; the shares so issued bear a restrictive legend; and
no commissions were paid in connection with the sale of those shares.



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

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

Overview
--------

We conduct our business through our wholly owned subsidiary, Alenax (Tianjing)
Bicycle Corp., which engages in the business of developing, marketing, and
manufacturing a line of NMT-product. We expect to start generating revenues
from sales of our products in the end of 2006.

For the year ended June 30, 2006, we have focused on redesigning our product
lines, improvement of the quality of our products, conducting product tests,
including strength, durability and road tests, and focused on marketing our
products. We believe that we now have a modern, sophisticated, marketable,
product line, which is ready for sale, with full production planned in the end
of 2006.

Specifically, in fiscal 2006, we had completed the following:

Six -way Multi-Function Bikes: We have redesigned and significantly improved the
quality of the products. On August 23, 2005, we entered into an Exclusive
Manufacturing and Full Assembly Agreement with Chin Haur Precision Co., Ltd.,
the largest manufacturer of Axlex bicycles in the world. As a result, the number
of manufacturers for the commercial production of our Alenax products was
reduced from fifteen to four. Thus, the quality of our products can be better
managed, protected and controlled. As of June 30, 2006, Chin Haur has completed
all the product tests, and we are ready for the production of our six-way
multi-function bicycles.

One-Way Bikes: Because of the failure of the strength, durability and road
tests, we have redesigned the KT-747 Hub, an important part of the product. As
of June 30, 2006, the KT-747 Hub was completed. It is expected that Alenax-3200
and 3300 will be manufactured in middle of July 2006 by Pretty Wheel Ind. Co.
for our Korean licensee.

Two-Way Bikes:  As of June 30, 2006, we have completed the various tests for
the assembly.

Alenax-Exercise Bike:  On July 11, 2005, we entered into a Manufacturing and
Product Distribution Agreement with Joong Chenn Ind. Co., Ltd., one of the top
two fitness and sports equipment makers in Taiwan. By signing the agreement, we
are able to manufacture our products in high quality, and at the same time, we
are able to distribute our products through Joong Chenn Ind. Co., Ltd.'s
distribution channels in 56 countries around the world. By June 30, 2006,
Alenax Exercise Bike was done.

During the year ended June 30, 2006, we have been tried to start the market our
products in China and around the world. We believe that we have good job in our
marketing efforts:

  (1)    We have entered into an agreement with Beijing TV home shopping  and
Guang Zhou TV home shopping stations which is 2 of  top 4 TV home shopping
stations in China, and they started to airing to sell Alenax Bikes since April
2006.

  (2)   We have signed a Sales and Marketing Agreement with Carrefour Corp. of
Beijing Regional Office, which covers 37 stores in northeastern China. We also
entered into a Sales and Marketing Agreement with E-Mart Department Stores of
Tianjing Regional Office for Tianjing area sales;

  (3)  On May, 2006, we held a successful bike event in Tianjin again with
"Tianjing Sports Bureau" and received tremendous contacts through this event. In
addition, we exhibited at Shanghai International Bicycle Show in April, 2006
with great results; and

  (4)  We have received a number of certificates and awards, such as Certificate
of Product Quality Approval from China Quality Inspection Bureau for our Alenax-
Exercise Bicycle and Alenax-Bicycle, and we are also elected as a member of
Bicycle Department of the China Quality Inspection Bureau.

In 2006, we focused our efforts on the improvement of the quality of our
products and conducing of various products tests, and selection of the
manufacturers for our products, we plan to put more efforts on the sale and
marketing of our products.

Results of Operations
---------------------

For the Year Ended June 30, 2006 Compared to the Year Ended June 30, 2005
-------------------------------------------------------------------------

Revenues

For the year ended June 30, 2006, we have product sales of $7,093, compared to
zero for the year ended June 30, 2005. The sale was derived from the sale of our
Alenax bicycles in Carrefour Stores in Tianjin, China. In fiscal 2005, we were
still in the process of developing, improving and testing our bicycles.
Accordingly, no product sales revenue was generated in fiscal 2005.

During the year, we received $263,239 from license and distribution fees in
Indian territory.

Operating Costs and Expenses

For the year ended June 30, 2006, our total operating costs and expenses
decreased 24.9%, from $430,056 in fiscal 2005 to $322,863 in fiscal 2006. The
decrease in operating expenses was largely due to the cross-board reduction of
general and administrative expenses, such as salary and wages, professional
expenses, R&D expenses, and travels, offset by significant increase in
advertising and marketing expenses ($94,636 in 2006 compared with $20,460 in
2005).

Other Income and Expenses

For the year ended June 30, 2006, our total other expenses were $105,055, of
which $104,244 was interest expense. In fiscal 2005, our total other expenses
were $ 721,779 , of which $652,071 was interest expense, and offset by $105,552
of income from forgives of debts.

Net Loss

Net loss for the years ended June 30, 2006 and 2005 were  $134,818, or $0.01 per
share, and $1,035,360, or $0.05 per share, respectively.

Liquidity and Capital Resources

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

Cash and cash equivalents were $33,323 and $602 as of June 30, 2006 and 2005,
respectively. The increase in cash and cash equivalents was a result of the
cash used in operations of $ 216,307 and cash used for investing in fixed assets
and increase in prepaid and other assets of $ 220,814 offset by cash from
financing activities of $ 469,842

Net cash used by operations was $216,307 and $1,072,830 for the years ended
June 30, 2006 and 2005, respectively. The increase in cash used by operations
was largely due to the decrease in the net loss and offset by certain increase
in accounts receivable and inventories as we continued to finance our growth.

Net cash used (provided) by investing activities was $220,814 and ($22,851) for
the year ended June 30, 2006 and 2005, respectively. During the 2006 period, we
used $44,061 to purchase property and equipment, increase in prepaid and other
assets by $163,300.

Net cash provided by financing activities was $469,842 and $1,005,062 for the
years ended June 30, 2006 and 2005, respectively. During the years ended June
30, 2006 and 2005, we raised gross proceeds of $101,585 and $1,005,062,
respectively, from issuance of notes. During the year ended June 30, 2006, we
received $368,257 from director's loan.

As disclosed on Item 3, "Legal Proceedings" and Note 9 of our Notes to Financial
Statements, we had outstanding judgment in a total of $381,000 incurred in
2000-2001. 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 past years. We may continue to seek additional
funding to finance our operations. The amount and timing of such capital
transactions is not yet known and will depend largely on our operating needs.
Our ability to secure additional funding is uncertain, as is the financial
effect any such funding may have on our capital structure or operating results.


Off-balance sheet arrangements
------------------------------

As of June 30, 2006, there were no off-balance sheet arrangements.


Critical Accounting Policies
----------------------------

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

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

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



Item 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

In October 2005, we dismissed Sotomayor & Associates, LLP as principal
accountant and engaged with Armando C. Ibarra, Certified Public Accountants, a
Professional corporation, as our principal accountant for our fiscal year
ending June 30, 2005 and the interim periods for 2005 and 2006. The decision
to change principal accountants was ratified by our Board of Directors.

None of the reports of Sotomayor & Associates, LLP, on our financial statements
for either of the past two years or subsequent interim period contained an
adverse opinion or disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles.

There were no disagreements between us and Sotomayor & Associates, LLP, for the
previous two fiscal years and interim period up to the date of dismissal on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which, if not resolved to the satisfaction of
Sotomayor & Associates, LLP, would have caused it to make reference to the
subject matter of the disagreement in connection with its report. Further,
Sotomayor & Associates, LLP, has not advised us that: (1) internal controls
necessary to develop reliable financial statements did not exist; or (2)
information has come to the attention of Sotomayor & Associates, LLP which made
it unwilling to rely upon management's representations, or made it unwilling
to be associated with the financial statements prepared by management; or (3)
the scope of the audit should be expanded significantly, or information has
come to the attention of Sotomayor & Associates, LLP that it has concluded
will, or if further investigated might, materially impact the fairness or
reliability of a previously issued audit report or the underlying financial
statements, or the financial statements issued or to be issued covering the
fiscal year ended June 30, 2004.

At no time prior to October 2005, did we (or anyone on behalf of us) consult
with Armando C. Ibarra, CPA, a Professional corporation, on matters regarding
(i) the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
its financial statements, or (ii) any matter that was the subject of a
disagreement with Sotomayor & Associates, LLP, or a reportable event, as
defined in Item 304(a)(2) of Regulation S-B.

On July 1, 2006, we received a notice from our principal independent accountant,
Armando C. Ibarra, CPA-APC that it declined to stand for re-election.  Their
decision was the result of a decision that the accountant made to discontinue
their PCAOB registration.

Armando C. Ibarra, CPA-APC has served as our principal independent accountant
for the prior fiscal year 2005, inclusive through July 1, 2006. The principal
independent accountant's report issued by Armando C. Ibarra, CPA-APC for the
year ended June 30, 2005 (the "Report") did not contain any adverse opinion or
disclaimer of opinion and it was not modified as to audit scope or accounting
principles.  The Reports do include a going concern qualification due to the
uncertainty associated with the Company's inception-to-date losses from
operations.

We are able to report that during the fiscal year ended June 30, 2005 and
through July 1, 2006 there were no disagreements with Armando C. Ibarra, CPA-
APC, our former principal independent accountant, on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to Armando C. Ibarra, CPA-APC's satisfaction,
would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its reports on our consolidated financial
statements for such periods.

On July 10, 2006, upon authorization and approval of the Company's Board of
Directors, the Company engaged the services of Chang G. Park, CPA, Ph.D.
("Park") as its independent registered public accounting firm.

No consultations occurred between the Company and Park during the year ended
June 30, 2005 and through July 10, 2006 regarding either: (i) the application
of accounting principles to a specific completed or contemplated transaction,
the type of audit opinion that might be rendered on the Company's financial
statements, or other information provided that was an important factor
considered by the Company in reaching a decision as to an accounting, auditing,
or financial reporting issue, or (ii) any matter that was the subject of
disagreement or a reportable event requiring disclosure under Item 304(a)(1)(iv)
of Regulation S-B.



Item 8A    CONTROLS AND PROCEDURES


(a) Evaluation of disclosure controls and procedures: Our management, with the
participation of our principal executive officer, has evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), as of the end of the fiscal year covered by this annual
report on Form 10-KSB. Based on such evaluation, our principal executive
officer has concluded that such disclosure controls and procedures were
effective.

(b) Changes in internal controls:  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.



Item 8B.  OTHER INFORMATION


None.



                                   PART III


Item 9.   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   65    President, Chief Executive Officer, Chief Financial
                     Officer, Secretary, and Director

Marn T. Seol   67    Vice Chairman of the Board of Research and Development

August Rheem   71    Vice President & 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. 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, has been our Chief Executive Officer, President, Chief Financial
Officer, Secretary, and Chairman of the Board of Directors since 1997.  From
January 2006 to present Mr. Yim also serves as President and CEO of Alenax
(Tianjin) Bicycle Corp., our operating subsidiary.  Mr. Yim graduated from of
Han Yang University of Korea with a B.A. degree in Nuclear Engineering and
Electronics.

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

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

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, 2006, our executive officers,
directors and greater than 10% beneficial stockholders were complied with
Section 16(a) filing requirements.



Item 10.    EXECUTIVE COMPENSATION


The following table sets forth the compensation earned by our executive officers
during the last three fiscal years.

Summary Compensation Table
--------------------------

<TABLE>
<CAPTION>
                                                                               Long Term Compensation
                                                             --------------------------------------------------------
                  Annual Compensation	                             Awards                       Payouts
------------------------------------------------------------ ------------------------------  ------------------------

              <c>        <c>         <c>      <c>               <c>           <c>           <c>           <c>
 Name &                                       Other Annual      Restricted     Securities
 Principal                 Salary     Bonus   Compensation        Stock        Underlying       LTIP        All Other
 Position          Year     ($)         ($)       ($)            Awards ($)   Options/ SAR     Payouts    Compensation
---------------  -------  ---------  ------- --------------- --------------  -------------- ------------ -------------
Byung Yim,        2006     50,000       -          -                -              -              -             -
CEO, President    2005     50,000       -          -                -              -              -             -
& CFO             2004     50,000       -          -                -              -              -             -
----------------------------------------------------------------------------------------------------------------------
</TABLE>


Employment Agreements Termination of Employment
-----------------------------------------------

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


Change-in-Control Arrangements
------------------------------

There are no arrangements that the management is aware of that may result in
changes in control as that term is defined by the provisions of Item 403(c) of
Regulation S-B. There are no provisions within our Articles or Bylaws that
would delay or prevent a change of control.


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
----------------------------------------------------

There are no existing or proposed option/SAR grants.




Item 11   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


Security Ownership of Certain Beneficial Owners
-----------------------------------------------

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of September 20, 2006, each person who is
known by us to own beneficially more than 5% of our outstanding common stock.
We have only one class of securities outstanding. The beneficial owners of the
common stock listed below, based on information furnished by such persons,
have sole investment and voting power with respect to such shares, subject to
community property laws where applicable.
<TABLE>
<CAPTION>


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

                      <c>                             <c>                    <c>
 Common Stock        Byung D.Yim                       1,950,000                8.56%
                     1 Yong An Road
                     Tianjin, 300024, China

Common Stock         Motion Plus International (2)     5,752,998                25.25%
                     1472 Cedarwood Dr.
                     Piscataway, NJ 08854

Common Stock         Alexander B. Yim (3)              3,802,500                16.69%
                     6721 Washington Ave. Apt# 191
                     Ocean Spring, MS 39564
-------------------------------------------------------------------------------------------
</TABLE>

(1) Based on 22,783,002 shares of common stock outstanding as of September 20,
    2006.

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

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


Security Ownership of Management
--------------------------------

The table below set forth certain information, as of September 20, 2006, all of
our directors and executive officers who beneficially owned our voting
securities and the amount of our voting securities owned by the directors and
executive officers as a group.
<TABLE>
<CAPTION>

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

                    <c>                         <c>                  <c>
Common Stock     Byung Yim (2)                   1,950,000             8.56%
                 1Yong An Road
                 Tianjin, 300024, China

Common Stock     Marn T. Seol (3)                1,003,000             4.41%
                 1 Yong An Road
                 Tianjin, 300024, China

Common Stock     August Rheem (4)                   25,000             0.11%
                 19591 Aspendale Sq.
                 Ashburn, Va 20147

                 Directors and Officers          2,978,000             13.0%
                 As a group
---------------------------------------------------------------------------------
</TABLE>

(1) Based on 22,783,002 shares of common stock outstanding as of September 20,
    2006.

(2) Byung Yim is President & CEO.

(3) Marn T. Seol is our Vice Chairman of R&D.

(4) August Rheem is our Vice President & Director



Item 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


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

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

Any cost incurred by TRB Systems International Inc. to maintain the patents and
that calls for reimbursement by ABL according to the agreement, will be used as
a credit toward the $200,000 license fees due to ABL on the first anniversary
following the commencement of active bicycle sales. As of June 30, 2006, ABL
Properties owes the Company $ 44,188.

During the year Byung Yim, our CEO and a director, made loans to us as the need
for additional capital arose. As of June 30, 2006, the outstanding amount due
was $ 443,178.

During the prior fiscal year ended June 30, 2005, the outstanding loan of
$517,843 due to Augustine Rheem, our Vice-President and a director, was retired
and compensated by issuing 3,287,042 shares for $ 428,305. The balance of
$89,538 was forgiven.



Item 13    EXHIBITS AND REPORTS ON FORM 8-K.


(a).  Exhibits

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

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

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

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

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

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

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

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

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

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

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

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

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

  31.1      Section 302 Certification

  32.1      Section 906 Certification


(b) Reports on Form 8-K.

On August 31, 2006, the Company filed a Current Report on Form 8-K, under Item
4.01, to report a change of the Company's certifying accountant.



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 fiscal 2006 and 2005 were $17,000 and $9,490, respectively.

(2) Audit-Related Fees:   None.

(3) Tax Fees:   None.

(4) All Other Fees:   None.

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

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

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

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

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

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



                                  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, President, Chief Executive Officer
and Chief Financial Officer

Date: September 20, 2006



In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated:



By: /s/ Byung Yim                                 Date:   September 20, 2006
------------------------------------------
Byung Yim, President, CEO, CFO and Director


By:  /s/ Marn Seol                                Date: September 21, 2006
------------------------------------------
Marn T. Seol : Vice Chairman of R & D

By:  /s/ Augustin Rheem                           Date: September 22, 2006
------------------------------------------
Augustin Rheem : Vice President & Director













                            Chang G. Park, CPA, Ph. D.
               371 E STREET, CHULA VISTA,  CALIFORNIA 91910-2615
      TELEPHONE (858)722-5953,  FAX (858) 408-2695,  FAX (619) 422-1465
                          E-MAIL changgpark@gmail.com




To the Board of Directors
TRB Systems International, Inc.
(a Development Stage Company)

We have audited the accompanying balance sheet of TRB Systems International,
Inc. as of June 30, 2006 and the related statements of operations, changes in
shareholders' equity and cash flows for the year 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 audits. The financial statements of TRB Systems International, Inc. as of
June 30, 2005, were audited by other auditors whose report dated March 27,
2006, expressed an unqualified opinion on those statements.  Their report
included an explanatory paragraph regarding going concern.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  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, 2006, and the results of their operations and its cash
flows forthe year then ended in conformity with U.S. generally accepted
accounting principles.

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


/s/ Chang G. Park, CPA
---------------------------------
Chang G. Park, CPA

August 18, 2006
Chula Vista, CA 91910









                            TRB SYSTEMS INTERNATIONAL INC.
                            (A Development Stage Company)
                              Consolidated Balance Sheet
                                    June 30, 2006


                                      ASSETS

Current Assets
 Cash...............................................         $          33,323
 Accounts Receivable, Net...........................                 2,239,767
 Inventories........................................                   234,725
                                                             -----------------
Total Current Assets................................                 2,507,815

Indebtedness of Related Party.......................                    44,188
Property and Equipment, Net.........................                   147,020

Other Assets
 Prepaid and Other Assets...........................                   163,300
 Deferred Tax Asset.................................                   222,579
                                                             -----------------
Total Other Assets..................................                   385,879

Total Assets........................................         $       3,084,902
                                                             =================


                  LIABILITIES AND SHAREHOLDER'S CAPITAL


Current Liabilities
 Accounts payable and accrued liabilities...........          $        396,887
 Notes and interest payable.........................                 1,875,777
 Advances from Customers............................                   160,543
 Convertible debt...................................                   142,611
 Other Payable......................................                   141,958
 Corporation income taxes payable...................                       935
                                                              ----------------
Total Current Liabilities...........................                 2,718,711

Indebtedness to related party.......................                   443,178
Legal judgments payable.............................                   381,000
                                                              ----------------
Total Long-term Liabilities.........................                   824,178

Shareholders' Equity (Deficit)
 Capital stock, 30,000,000 shares authorized; $.001 par
  value; 22,783,002 shares issued and outstanding...                    22,783
 Additional paid-in capital.........................                 3,106,489
 Deficit accumulated during development stage.......               (3,587,259)
                                                              ----------------
Total Shareholders' Equity (Deficit)................                 (457,987)
                                                              ----------------
Total Liabilities and Shareholders' Equity (Deficit)          $      3,084,902
                                                              ================



              See Notes to the Consolidated Financial Statements








                          TRB SYSTEMS INTERNATIONAL INC.
                          (A Development Stage Company)
                     Consolidated Statements of Operations
                   For the Years ended June 30, 2006 and 2005


<TABLE>
<CAPTION>





                                                                                         April 11, 1997(Inception)
                                                                2006           2005       through June 30, 2006
                                                        ---------------  --------------   -----------------------

                                                          <c>              <c>                  <c>
OPERATING REVENUE
Product Sales...................................         $       7,093    $          -     $            807,470
Cost of Goods Sold..............................               (5,102)               -                (612,005)
                                                        ---------------  --------------    ---------------------
Gross Profit....................................                 3,997               -                  197,471

Consulting Revenue..............................                     -               -                1,155,450
License and Distributor Fees....................               263,239               -                4,066,783
                                                        --------------   --------------    ---------------------

Total Operating Revenue.........................               267,236               -                5,419,704

OPERATING COSTS
Depreciation expenses...........................                 6,214           12,130                 749,825
Selling, general, and administrative expenses...               316,649          417,926               6,096,943
                                                        ---------------  ---------------   ---------------------
TOTAL OPERATING COSTS...........................               322,863          430,056               6,846,768

NET LOSS FROM OPERATIONS........................              (55,627)        (430,056)             (1,427,064)

OTHER INCOME (EXPENSE)
Income from forgiveness of debts................                     -          105,552                 195,000
Dividend income.................................                     -                6                     417
Foreign currency translation....................                 (811)                -                   (811)
Realized loss on investment.....................                     -         (24,917)             (1,162,875)
Interest income.................................                 2,072                -                   2,072
Loss on cancellation of leases..................                     -         (44,791)                (44,791)
Interest Expense................................             (104,244)        (652,071)               (912,266)
                                                        --------------  ---------------   ----------------------
Total Other Income (Expenses)...................             (102,983)        (616,221)             (1,923,164)

NET LOSS BEFORE INCOME TAX BENEFIT..............             (158,610)      (1,046,277)             (3,350,228)

INCOME TAX
Current Income Taxes............................                     -            (500)                 (2,066)
Deferred Income Taxes...........................                     -                -               (269,265)
Income Tax Benefit..............................                23,792           11,417                 531,717
                                                       ---------------  ----------------   --------------------
LOSS FROM CONTINUING OPERATIONS.................             (134,818)      (1,035,360)             (3,089,842)

EXTRAORDINARY LOSS FROM LEGAL JUDGEMENT.........                     -                -               (381,000)

NET LOSS........................................       $     (134,818)  $   (1,035,360)    $        (3,470,842)
                                                       ===============  ================   ====================

NET LOSS PER SHARE
Basic earnings (loss) per share.................       $        (0.01)  $        (0.05)
                                                       ===============  ================
Dilutive earnings (loss) per share..............       $        (0.01)  $        (0.05)
                                                       ===============  ================

Weighted average number of common shares outstanding        22,783,002       22,271,002
                                                       ===============  ================

</TABLE>


                  See Notes to the Consolidated Financial Statements










                           TRB SYSTEMS INTERNATIONAL INC.
                           (A Development Stage Company)
           Consolidated Statements of Changes in Stockholders' Equity
                         For the Year Ended June 30, 2006


<TABLE>
<CAPTION>

                                                                                       Deficit
                                                                                     Accumulated
                                                                   Additional         During the         Total
                                          Common Stock              Paid-in          Development     Stockholders'
                                     Shares            Amount       Capital             Stage          Equity
                              ---------------------------------------------------------------------------------------

                                <c>                  <c>          <c>                <c>              <c>
Beginning Balance
As of 06/30/97                         100         $        0     $       490        $         -     $          490

Shares issued (conversion)       9,749,900              9,750               -                  -              9,750

Shares issued as
Compensation                       250,000                250          24,750                  -             25,000
for consulting services

Shares issued as repayment         500,000                500         162,626                  -            163,126
of director's loan

Shares issued for purchase         500,000                500         559,045                  -            559,545
of property & equipment

Shares issued to various         7,583,960              7,584       1,707,473                  -          1,715,057
 individuals

Net loss                                 -                  -               -           (776,123)    $     (776,123)
                            ---------------    --------------   -------------     ---------------   ----------------
Balance, June 30, 2002          18,583,960       $     18,584   $   2,454,384      $    (776,123)    $     1,696,845
                           ---------------    ---------------   -------------     ---------------   ----------------
Net loss for the year ended
June 30, 2003                            -                  -               -           (464,931)          (464,931)
                           ---------------    ----------------  -------------     ---------------   ----------------
Balance, June 30, 2003          18,583,960       $     18,584   $   2,454,384      $  (1,241,054)     $    1,231,914
                           ---------------    ----------------  -------------     ---------------   ----------------
Prior period adjustment                  -                  -               -             53,935              53,935

Shares issued for partial
Retirement of director's
 Loans between
07/01/03and 06/30/04             3,287,042              3,287         425,017                  -             428,304

Shares issued between              912,000                912         227,088                  -             228,000
07/01/03 and 06/30/04
for cash contribution

Net loss for the year ended
  June 30, 2004                          -                  -               -         (1,229,962)        (1,229,962)
                          -----------------  ----------------- ---------------   ----------------   ----------------
Balance, June 30, 2004          22,783,002             22,783       3,106,489         (2,417,081)            712,191
                          -----------------  ----------------- ---------------   ----------------   ----------------
Net loss for the year ended
  June 30, 2005                         -                   -               -         (1,035,360)        (1,035,160)
                          ----------------   ----------------- ---------------   ----------------   ----------------
Balance, June 30, 2005         22,783,002              22,783       3,106,489         (3,452,441)          (323,169)
                          ----------------   ----------------- ---------------   ----------------   ----------------

Net loss for the year ended
  June 30, 2006                         -                   -                -          (134,818)          (134,818)
                          ----------------    ----------------  --------------   ----------------   ----------------
Balance, June 30, 2006         22,783,002     $        22,783   $    3,106,489   $    (3,587,259)    $     (457,987)
                          ================    ================  ==============   ================   ================


</TABLE>

                See Notes to the Consolidated Financial Statements










                                   TRB SYSTEMS INTERNATIONAL INC.
                                   (A Development Stage Company)
                                Consolidated Statement of Cash Flow
                              For the Years Ended June 30, 2006 and 2005

<TABLE>
<CAPTION>
                                                                                                April 11, 1997
                                                                                                  (Inception)
                                                                2006                2005      through June 30, 2006
                                                         ------------------  ---------------  ----------------------

                                                             <c>                <c>                  <c>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss) for the period                        $       (134,818)   $   (1,035,360)   $        (3,587,259)

Adjustments to reconcile Net Income to
 net cash provided by operating activities:
 Noncash items included in (net loss) earnings                           -            53,935                428,576
 Depreciation & Amortization                                         6,214            12,130                917,229
Changes in operating assets and liabilities:
 Decrease (Increase) in accounts receivable                      (270,398)                 -            (2,033,431)
 Decrease (Increase) in inventories                              (146,736)                 -              (235,191)
 Decrease (Increase) in other current assets                        50,386                 -                 50,386
 Decrease (Increase) in note receivable                                  -            24,917                      -
 Decrease (Increase) in indebtness of related party                      -           (4,826)                (4,826)
 Decrease (Increase) in deposit with a supplier                          -                 -               (50,386)
 Decrease (Increase) in prepaid expenses                                 -                 -                 25,633
 Decrease (Increase) in rent & security deposit                          -                 -              (180,337)
 Decrease (Increase) in organization cost                                -                 -               (41,424)
 Decrease (Increase) in deferred tax asset                        (23,792)          (10,917)              (356,086)
 Increase (Decrease) in accounts payable and accrued
  liabilities                                                          336          (58,774)                 61,786
 Decrease (Increase) in advances from customers                    160,543                 -                160,543
 Decrease (Increase) in other payables                             141,958                 -                141,958
 Increase (Decrease) in obligation to distributors                       -                 -              (125,000)
                                                        ------------------  ----------------   --------------------
   Net cash used by operating activities                         (216,307)       (1,072,830)            (4,827,829)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Property and Equipment                                (44,061)                 -              (962,172)
Increase in prepaid and other assets                             (163,300)                 -              (163,300)
Retirement of other assets                                               -            44,791                 44,791
Increase in indebtedness of related party                         (13,453)          (21,940)               (61,302)
Purchase of patents                                                      -                 -               (22,544)
                                                        ------------------  ----------------   --------------------
   NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES           (220,814)            22,851            (1,164,527)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of notes payable                                                -                 -              1,980,834
Increase in interest expenses on notes                             101,585         1,005,062                101,585
Payment of auto loans                                                    -                 -                (5,071)
Increase in legal judgments payable                                      -                 -                381,000
Issuance of convertible debt                                             -                 -                142,611
Issuance of common stock                                                 -                 -              2,466,928
Increase in additional paid-in capital                                   -                 -                652,105
(Decrease) increase director's loans                               368,257                 -                301,534
Director's loan -partially retired                                       -                 -                  4,153
                                                        ------------------  -----------------  --------------------
   NET CASH PROVIDED BY FINANCING ACTIVITIES                       469,842         1,005,062              6,025,679

Net increase (decrease) in cash                                     32,721          (44,917)                 33,323

CASH, BEGINNING OF YEAR                                                602            45,519                      -
                                                        ------------------  -----------------  --------------------
CASH, ENDING OF YEAR                                     $          33,323   $           602     $           33,323
                                                        ==================  =================  ====================


SUPPLEMENTAL DISCLOSURES ON INTEREST AND INCOME TAXES PAID

Interest paid for the period                             $         104,244   $       372,071
                                                        ==================   ================
Income taxes paid for the period                         $             500   $           500
                                                        ==================   ===============

</TABLE>




                  See Notes to the Consolidated Financial Statements






                          TRB SYSTEMS INTERNATIONAL, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                 June 30, 2006



1.  ORGANIZATION AND NATURE OF BUSINESS

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

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

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

a.  Liquidity

As of June 30, 2006, the Company had cash and cash equivalents totaling $33,323
as compared to $ 602 at June 30, 2005. As of June 30, 2006, the Company had
working capital of $ (210,896) compared to a working capital of $ (205,943) at
June 30, 2005. The Company has outstanding judgments in the amount of $ 381,000
that is unable to pay within one-year period.

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

b. Going Concern

The Company incurred accumulated net losses of $ 3,587,259 from the period of
April 11, 1997 (Date of Inception) through June 30, 2006, has recently commenced
limited operations, and is rather, still in the development stages, thus raising
substantial doubt about the Company's ability to continue as a going concern.
The Company may seek additional sources of capital through the issuance of debt
or equity financing, but there can be no assurance the Company will be
successful in accomplishing its objectives.

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

c.  Basis of Presentation

The financial statements of TRB Systems International Inc. are prepared using
the accrual basis of accounting whereas revenues are recognized when earned and
expenses are recognized when incurred. This basis of accounting conforms to
generally accepted accounting principles in the United States of America.

d.  Principles of Consolidation

The accompanying consolidated financial statements include the accounts of TRB
Systems International Inc., a non-operating holding company and Alenax (Tianjin)
Bicycle Corp., the operating company.

e.  Use of Estimates

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

f.  Cash and Cash equivalents

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

g.  Allowance for Doubtful Accounts

The allowance for doubtful accounts is established through a charge to an
expense account. The Company reserves based on experience and the risk assessed
to each account.

h.  Inventories

Inventories consist of bicycles and bicycle parts. Inventories are stated at
the lower of cost or market using FIFO (First In, First Out).

i.  Property and Equipment

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

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

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

j.  Impairment of Long-Lived Assets

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

k.  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.

l.  Income Tax

Income taxes are accounted for under the asset and liability method. Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating
loss and tax credits carry-forward. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.

A valuation allowance is established to reduce the deferred tax asset if it is
more likely than not the related tax benefits will not be realized in the
future.

m.  Comprehensive Income

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

n.  Revenue Recognition

License and distributor fees are earned and recognized according to the terms of
each agreement.

o.   License and Distributor Agreements

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

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

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

<TABLE>
<CAPTION>
                         Future Commitments Per Agreements

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

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

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

p.  Research and Development

Research and product development costs are expensed as incurred. The Company
incurred expense of $14,453 for the year ended June 30, 2006 as compared to
$16,898 for the year ended June 30, 2005.

q.  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.

r.  Reclassification

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

NEW ACCOUNTING PRONOUNCEMENTS:

In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS
151, Inventory Costs - an amendment of ARB No. 43, Chapter 4. This Statement
amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify
the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted material (spoilage).  Paragraph 5 of ARB 43,
Chapter 4, previously stated that "...under some circumstances, items such as
idle facility expense, excessive spoilage, double freight, and rehandling costs
may be so abnormal as to require treatment as current period charges..." This
Statement requires that those items be recognized as current-period charges
regardless of whether they meet the criterion of "so abnormal."  In addition,
this Statement requires that allocation of fixed production overheads to the
costs of conversion be based on the normal capacity of the production
facilities.  This Statement is effective for inventory costs incurred during
fiscal years beginning after June 15, 2005.  Management does not believe the
adoption of this Statement will have any immediate material impact on the
Company.

In December 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate
Time-Sharing Transactions -an amendment of FASB Statements No. 66 and 67"
("SFAS 152") The amendments made by Statement 152 This Statement amends FASB
Statement No. 66, Accounting for Sales of Real Estate, to reference the
financial accounting and reporting guidance for real estate time-sharing
transactions that is provided in AICPA Statement of Position (SOP) 04-2,
Accounting No. 67, Accounting for Costs and Initial Rental Operations of Real
Estate Projects, to state that the guidance for (a) incidental operations and
(b) costs incurred to sell real estate projects does not apply to real estate
time-sharing transactions.  The accounting for those operations and costs is
subject to the guidance in SOP 04-2.  This Statement is effective for financial
statements for fiscal years beginning after June 15, 2005, with earlier
application encouraged.  The Company does not anticipate that the implementation
of this standard will have a material impact on its financial position, results
of operations or cash flows.

On December 16, 2004, the Financial Accounting Standards Board ("FASB")
published Statement of Financial Accounting Standards No. 123 (Revised 2004),
Shared-Based Payment ("SFAS 123R").  SFAS 123R requires that compensation cost
related to share-based payment transactions be recognized in the financial
statements.  Share-based payment transactions within the scope of SFAS 123R
include stock options, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans.  The provisions of
SFAS 123R are effective as of the first interim period that begins after
June 15, 2005.  Accordingly, the Company will implement the revised standard in
the third quarter of fiscal year 2005.  Currently, the Company accounts for its
share-based payment transactions under the provisions of APB 25, which does not
necessarily require the recognition of compensation cost in the financial
statements.  Management is assessing the implications of this revised standard,
which may materially impact the Company's results of operations in the third
quarter of fiscal year 2005 and thereafter.

On December 16, 2004, FASB issued Statement of Financial Accounting Standards
No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29,
Accounting for Nonmonetary transactions ("SFAS 153").  This statement amends
APB Opinion 29 to eliminate the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception of exchanges of
nonmonetary assets that do not have commercial substance.  Under SFAS 153, if
a nonmonetary exchange of similar productive assets meets a commercial-substance
criterion and fair value is determinable, the transaction must be accounted for
at fair value resulting in recognition of any gain or loss.  SFAS 153 is
effective for nonmonetary transactions in fiscal periods that begin after June
15, 2005.  The Company does not anticipate that the implementation of this
standard will have a material impact on its financial position, results of
operations or cash flows.

3.  ACCOUNTS RECEIVABLE

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

                                                 2006              2005
                                          --------------------------------

 Accounts Receivable                       $    2,614,767   $   2,344,369
 Less: Allowance for Doubtful Accounts          (375,000)       (375,000)
                                          ----------------  --------------
   Net Accounts Receivable                 $    2,239,767   $   1,969,369


4. PROPERTY AND EQUIPMENT

Fixed assets are summarized by classifications as follows:

                                                2006             2005
                                       ----------------------------------
Office Equipment                        $      13,093      $       6,725
Tools and Machinery                            79,321             79,321
Automobile                                     50,947             34,000
Moldings                                      680,667            659,916
Booth for Show                                137,470            137,470
Informational tapes and other
   promotional materials                       50,000             50,000
                                       ----------------------------------
                                            1,011,498            967,432
Less: Accumulated Depreciation              (864,478)          (858,259)
                                       ----------------------------------
                                        $     147,020      $     109,173

5. RELATED PARTY TRANSACTIONS

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

Any cost incurred by TRB Systems Inc. to maintain the patents and that calls for
reimbursement by ABL according to the agreement, will be used as a credit toward
the $200,000 license fees due to ABL on the first anniversary following the
commencement of active bicycle sales. As of June 30, 2006, ABL Properties owes
the Company $ 44,188.

During the year Byung Yim, CEO and director of the Company made loans to the
Company as the need for additional capital arose. As of June 30, 2006, the
outstanding amount due was $ 443,178.

6.  ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses also include the capitalized portion of
legal and consulting expenses incurred in the development of standardized
contacts, promotional materials and the filling and registration of patents,
and are amortized over a sixty-month period. As of June 30, 2006 the accounts
payable and accrued expenses were $ 396,886 as of June 30, 2006 and 2005.

7.  NOTES AND INTEREST PAYABLE

Notes payable are unsecured notes to individuals.  As of June 30, 2006, the
Company had notes payable in the amount of $ 1,447,262 and accrued interest
payable of $ 428,414.  Interest expense attributable to notes payable totaled
$ 104,244 at June 30, 2006.  Interest rate on the notes ranged from zero to
24%.

                       Notes Payable                                 Rate
Note Holder	      Balance as of June 30, 2006  Maturity Date    Simple Interest
--------------    ---------------------------  --------------  ----------------
In W. Whang               100,000                06/30/2005          15%
Byung K. Cho               30,215                06/30/2005          15%
Janak Shah                120,000                09/05/2003          18%
Xiao Wei Lu                45,000                12/30/2003          10%
Ok Yeo Chong              127,887                Various         0 % to 24 %
Joon Ki Moon              100,000                06/30/2005          18%
Young Sik Kwon            695,652                Various         6 % to 24 %
Seok Nyu Lee               12,931                10/10/2004           6%
Kil Ja Bark                99,138                11/2/2005           24%
Hwa Suk Kim                12,931                11/26/2005          24%
Byung Yim                  41,530                Various          0 % to 10 %
Sang Ku Ahn                24,175                05/22/2006          20%
Gu Sik Park                28,195                06/02/2006          15%
Seong G. Choi               9,709                06/22/2006          12%
-----------------------------------------------------------------------------
                 $      1,447,363

8.  CONVERTIBLE DEBT

The Company entered into three loan agreements, two for $50,000 on February 29,
2003 and one for $42,611 on January 17, 2003 in the total amount of $ 142,611.
The notes are convertible into shares of the Company's common stock at a price
of $1 per share at the lenders option on December 31, 2004. The notes may be
required to be repaid if the value per share at the time of conversion falls
below $1, at which time the Company will have to repay the face amount of the
notes plus (10%) ten percent. As of June 30, 2006 the lenders have not exercised
their option, management is negotiating an extension on the notes.

9.  PENDING SUITS AND JUDGMENT

As of June 30, 2006, there are outstanding judgments in the amount of $ 381,000
against the Company. Management asserts that negotiations have been initiated
to have the amounts reduced but the outcome of such negotiations is uncertain.
Management believes the company is not in the financial position to pay these
amounts within one-year period and therefore classified the legal judgments
payable to long term.

The outstanding judgments consist of:



Creditors / Creditors' Attorneys	             2006             2005
---------------------------------     --------------------------------------
David, Kessler & Associates, LLC	   $       44,000	        $   44,000
Sawtooth Marketing Group	                 56,000	            56,000
Cole, Schotz, Meiser,Forman & Leonard	     89,000	            89,000
Bernard & Koff	                            192,000            192,000
                                      -------------------------------------
             Total                     $      381,000         $  381,000

10.  CAPITAL STOCK

The company is authorized to issue 30,000,000 at $0.001 par value share. As of
June 30, 2006 the amount of voting common shares issued and outstanding are
22,783,002 and additional paid in capital of $ 3,106,489.

11.  NET LOSS PER SHARE

Net loss per common share for the years ended June 30, 2006 and 2005 is
calculated using the weighted-average number of common shares outstanding and
common shares equivalents during the periods.

12.  INCOME TAX

The net deferred tax asset in the accompanying consolidated balance sheet
includes the following components:

                                                       2006
                                            ----------------------
Net Deferred Tax Asset                        $          1,319,192
Deferred Tax Asset Valuation Allowance                 (1,096,313)
		                                ----------------------
Net Deferred Tax Asset                                     222,579
                                            ----------------------
Deferred Tax Benefit                          $             23,792


13.  COMMITMENTS AND CONTINGENCIES

13.1  Lease Commitments

The Company's future annual commitments at June 30 under an operating lease for
office space is as follows:

                                     Lease
                                --------------
  2007                           $     26,700
  2008                                 16,800
  2009                                 16,800
  2010                                 16,800
  2011                                 16,800
                                -------------
       Total                      $    93,900

Rental expense for the year ended June 30, 2006 and 2004 are $9,899 and $34,551,
respectively.

13.2   Litigation

As per the Company, as of June 30, 2006, there are no material actions, suits,
proceedings or claims pending against or materially affecting the Company,
which if adversely determined, would have a material adverse effect on the
financial condition of TRB International Systems, Inc. other than the judgments
in note 9.