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

                                  FORM 10-KSB/A
                                 Amendment No. 1

(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, 2007

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

                For the transition period from _____________ to _____________

                Commission file number:                333-07242

                              TRB SYSTEMS INTERNATIONAL INC.
------------------------------------------------------------------------------
                    (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|

State issuer's revenues for its most recent fiscal year:  $317,162.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity as of a
specified date within the past 60 days (See definition of affiliate in Rule
12b-2 of the Exchange Act:  Approximately $2.98 million.


                  (APPLICABLE ONLY TO CORPORATE REGISTRANTS)


State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: 23,699,922 shares as of October 22,
2007.

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


                               EXPLANATORY NOTE

This Amendment No. 1 on Form 10-KSB/A (this "Amendment") amends TRB Systems
International, Inc.'s (the "Company") Annual Report on Form 10-KSB for the year
ended June 30, 2007, originally filed with the Securities and Exchange
Commission (the "Commission") on October 22, 2007 (the "Original Filing").

We are filing this Amendment for the purpose of restating the financial
statements for the year ended June 30, 2007 and its accompanying notes to
respond the Commission's comments dated December 5, 2007.  Except as set forth
in the immediately preceding sentence, this Amendment No. 1 does not alter or
restate any of the information set forth in the Original Filing.

This Amendment No. 1 continues to speak as of the date of the Form 10-KSB filed
on October 22, 2007 and we have not updated the disclosures contained herein to
reflect events that have occurred since the filing of the Original Filing.
Accordingly, this Amendment No. 1 should be read in conjunction with our other
filings, if any, made with the Commission subsequent to the filing of the
Original Filing.

As required, currently-dated certifications from the Company's Principal
Executive and Principal Financial Officer have been included as exhibits to this
Amendment.






                            TRB SYSTEMS INTERNATIONAL INC.

                                    FORM 10-KSB/A


                                      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
            and Small Business Issuer Purchases of Equity Securities.          9
Item 6.   Management's Discussion and Analysis or Plan of Operation.          11
Item 7.   Financial Statements......................................          14
Item 8.   Changes In and Disagreements with Accountants on
           Accounting and Financial Disclosure......................          40
Item 8A.  Controls and Procedures...................................          42
Item 8A(T).  Controls and Procedures................................          43
Item 8B.  Other Information.........................................          43


                                    PART III

Item 9.   Directors, Executive Officers, Promoters, Control Persons
           and Corporate Governance; Compliance with Section 16(a) of
           the Exchange Act.........................................          43
Item 10.  Executive Compensation....................................          45
Item 11.  Security Ownership of Certain Beneficial Owners and
           Management and Related Stockholder Matters...............          46
Item 12   Certain Relationships and Related Transactions; and
            Director Independence...................................          47
Item 13.  Exhibits..................................................          48
Item 14   Principal Accountant Fees and Services....................          49

Signatures..........................................................          50






                                         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, 2007 and 2006, we spent $31,274 and $14,453, respectively, on our
Research and Development activities.


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

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

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


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

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


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

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


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

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


Employees
---------

As of June 30, 2007, we have 18 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 March, 2008. The
monthly rent is $1,100. We do not own any real estate. We believe the leased
facilities will be sufficient to meet our needs for the next twelve months.

We 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, 2007, 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
------------------

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

Since February 26, 2007, our common stock has been re-quoted on the OTC Bulletin
Board under the symbol "RBX.OB." Trading in our common stock 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 October 22, 2006, there were 23,699,922 shares of Common Stock issued and
outstanding, held by approximately 312 holders of record as indicated on the
records of our transfer agent, which is Island Stock Transfer, St. Petersburg,
Florida 33701.


Dividend
--------

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

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


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.

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

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


Purchases of Equity Securities by the Company and Affiliated Purchasers
-----------------------------------------------------------------------

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




Item 6.    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 (Tianjin)
Bicycle Corp., which develops, markets, and manufactures a line of NMT-product.
For the years ended June 30, 2007 and 2006, we had product sales of $317,162 and
$7,096, respectively.

In fiscal 2006, we focused our efforts on redesigning our products, improving
the quality of our products, conducting product tests, including strength,
durability and road tests, and focused on marketing our products. As of June 30,
2007, this process was basically completed. In fiscal first quarter of 2007, we
started to market and sales of our products.  We believe that we now have a
modern, sophisticated, marketable, product line, which is ready for production
and sale.

As of June 30, 2007, we have completed all phases of the product tests, and the
quality of each of our products has been greatly improved. Accordingly, we
gradually put more efforts on sales and marketing side. For the year ended
June 30, 2007, we have achieved the following:

    (1)  For the first time since we had defective problems in July 1999, we
began product sales again in June, 2006, and generated sale revenue of $$317,162
for the year ended June 30, 2007;

    (2) We opened our first chain Store in Tianjin, China in August 2006;

    (3) We entered into an agreement in August 2006 with Tianjin Bicycle and
Sports Association ("TBSA") for the promotion and marketing of our Alenax Bike,
and for the bike event with TBSA.

    (4) In August 2006, we received a "Certificate" from China National Sports
Bureau ("CNSB") on September 30, 2006, which says, "The China National Sports
Bureau has chosen Alenax (Tianjin) Bicycle Corp. as the sole provider of
recreational, Fitness, Sports and Training products for China National Bicycle
Team until December, 2008".

In December, 2006, we received an honoring certificate from China National
Quality Bureau, which says, "The product of Alenax (Tianjing) Bicycle Corp was
appointed to one (1) of the top thirteen (13) famous product brands in Tianjin,
China."

    (5) During the year, we attended four international bike shows, Germany Bike
Show, Interbike USA Bike Show, Taiwan International Bike Show, and Shanghai
International Bike Show, with all types of our Alenax products. Those show
results were great and all floor samples were sold out very quickly.

    (6) We completed the final development and test of Uni-Set, a multi-function
bike part. Now if you change a BB-Set of your conventional bike to our Uni-Set,
you can ride a conventional pedaling motion along with five (5) more different
pedaling motion bike. With this product, we attended Taiwan International Bike
Show in April 2007, and exposed our Uni-Set to lots of potential buyers.

    (7) We have completed the tests of a new electric bike, and attended to
Shanghai International Bike Show in May 2007 successfully;

    (8) We are testing the Exercise Bike for the use of health clubs. More tests
are needed;

    (9) We have received 800 bikes order from Korean and an initial 10 exercise
bikes order from Tianjin Sports Gym, which belongs to Tianjin Sports Bureau of
Tianjin City for public use. Furthermore, Tianjin Sports Gym has provided us a
space (23 meter x 40 meter) to show our technology to public as soon as possible
for the purpose of public health care. This is very honorable to us with good
reputation;

    (10) We have completed samples of Electric Bike, Spinning Bike, and Exercise
Bike for uses in health club.  Those products are sent to the United States for
professionals' feedback and to complete tests.

In fiscal 2008, we intend to develop a new type of high-end bicycle with Alenax
Uni-Set, especially designing for reducing weigh.


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

For the Year Ended June 30, 2007 Compared to the Year Ended June 30, 2006
-------------------------------------------------------------------------

Revenues
--------

For the year ended June 30, 2007, we have product sales of $317,612, as compared
to $7,093 for the year ended June 30, 2006.


Cost of Revenues
----------------

Cost of goods sold consists primarily of the material cost of goods sold, direct
overhead, direct wages, and direct depreciation expense.  For the year ended
June 30, 2007 and 2006, our cost of revenues was $211,160 and $3,096
respectively, approximately 66.6% and 43.6% of the revenues. As compared to
2006, the increase in cost of revenue was primarily due to the increase of
sales.


Operating Costs and Expenses
----------------------------

For the year ended June 30, 2007, our total operating costs and expenses
increased by 76.3%, from $322,863 in fiscal 2006 to $569,142 in fiscal 2007. The
increase in operating expenses was largely due to adjustment of patent expenses
of $200,000 in previous years and the increase in business activities and
increase in sales. During the period, the depreciation expense was increased by
202% from $6,214 in 2006 to $18,770 in 2007 because of increased property and
equipment.


Other Income and Expenses
-------------------------

For the year ended June 30, 2007, our total other expenses were $14,249, of
which $302,073 was interest expense, and partially offset by income from
forgiveness of debts in an amount of $294,283. In fiscal 2006, our total other
expenses were $102,983, of which $104,244 was interest expense, and partially
offset by $2,072 of interest income.


Net Loss
--------

Net loss for the years ended June 30, 2007 and 2006 were $477,389, or $0.02 per
share, and $134,818, or $0.01 per share, respectively.


Liquidity and Capital Resources
-------------------------------

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

As of June 30, 2007, the Company's cash and cash equivalents balance was
$39,432.

For the year ended June 30, 2007, net cash was used in operating activities of
$79,796, largely due to our net loss of $477,389, decrease in accounts payable
of $176,768, and decrease in other payable of $141,958, and partially offset by
reclassification of legal judgments payable from non-current liabilities in an
amount of $381,000, decrease in inventory of $162,104, and increase in
indebtness of related party of $100,793.

During 2007, net cash used in the Company's investing activities were
$419,725,725, of which $381,000 was due to the reclassification of legal
judgments payable to current liabilities, and $38,725 was used in investing
activities to purchase property and equipment. During the same period, the
Company's financing activities provided net cash of $505,630, of which $382,392
were from issuance of notes and accrued interest deferred, and $123,238 were
from issuance of common stock in a private placement.

As disclosed on Item 3, "Legal Proceedings" and Note 9 of our Notes to Financial
Statements, as of June 30, 2007, we had outstanding judgment in a total of
$381,000 incurred in 2000-2001.

We incurred losses during the past years. We will 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, 2007, 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




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



                REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
TRB Systems International, Inc

We have audited the accompanying consolidated balance sheets of TRB Systems
International, Inc. as of June  30, 2007(restated) and the related statements of
operations (restated), changes in stockholders' equity ( restated) and cash
flows ( restated) 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 audit. The financial
statements of TRB Systems International, Inc. as of June 30, 2006, were audited
by other auditors whose report dated August 18, 2006, expressed an unqualified
opinion on those statements.  Their report included an explanatory paragraph
regarding going concern.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amount 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 audits provide 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 the Company as of  June 30,
2007 and the results of its operations and its cash flows for the year then
ended in conformity with U.S. generally accepted accounting principles.

As discussed in note 1 to the consolidated financial statements, the
consolidated financial statements have been restated.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 3-b, the Company
in the past has shown significant operating losses that raise substantial doubt
about its ability to continue as a going concern.  The accompanying financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.




/s/ Stan J. H. Lee, CPA
------------------------
Stan J.H. Lee, CPA
January 10, 2008








                           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 for the 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.
                                Statements of Financial Position
                                           (Restated)

                                             ASSETS

<TABLE>
<CAPTION>

                                                                     As of              As of
                                                                 June 30, 2007       June 30, 2007        As of
                                                                   (Restated)     (Previously Filed)   June 30, 2006
                                                                ---------------   ------------------  ---------------

                                                                   <c>                 <c>               <c>
Current Assets
Cash.................................................           $       39,432    $         39,432     $      33,323
Accounts receivable, net of allowance for doubtful accounts          2,239,767           2,239,767         2,239,767
Inventories..........................................                   72,621              72,621           234,725
                                                               ---------------    ----------------   ---------------
   Total Current Assets..............................                2,351,820           2,351,820         2,507,815

Indebtedness of related party........................                        -             143,395            44,188
Property and Equipment, Net..........................                  166,975             166,975           147,020

Other Assets
Prepaid and other assets.............................                  120,545             120,545           163,300
Deferred tax asset...................................                  222,579             222,579           222,579
                                                               ---------------    ----------------   ---------------
   Total Other Assets................................                  343,124             343,124           385,879
                                                               ---------------    ----------------   ---------------

Total Assets.........................................           $    2,861,919     $     3,005,314    $    3,084,902
                                                               ===============    ================   ===============


                                     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


Current Liabilities
Accounts payable and accrued liabilities.............           $     220,119      $      220,119      $    396,887
Notes and interest payable...........................               2,258,169           2,258,169         1,875,777
Advances from customers..............................                 171,440             171,440           160,543
Convertible debt.....................................                 142,611             142,611           142,611
Other payable........................................                       -                   -           141,958
Legal judgments payable..............................                 381,000                   -                 -
Corporation income taxes payable.....................                     935                 935               935
                                                                --------------     ---------------   ---------------
   Total Current Liabilities.........................               3,174,274           2,793,274         2,718,711

Indebtedness to related party........................                 499,783             443,178           443,178
Legal judgments payable..............................                       -             381,000           381,000

   Total Liabilities.................................               3,674,057           3,617,452         3,542,889
                                                               ---------------     ---------------  ----------------
Stockholders' Equity (Deficit)
 Common stock, $0.001 par value, 30,000,000 shares authorized;
  23,699,922 shares issued and outstanding as of June 30, 2007 and
  22,783,002 as of June 30, 2006....................                   23,700              23,700            22,783
Additional paid-in capital..........................                3,228,810           3,228,810         3,106,489
Retained earning (deficit)..........................              (4,064,648)         (3,864,648)        (3,587,259)
                                                               ---------------    ----------------  ----------------
Total Stockholders' Equity (Deficit)................                (812,138)           (612,138)          (457,987)
                                                               ---------------    ----------------  ----------------
Total Liabilities and Stockholders Equity (Deficit).            $   2,861,919      $    3,005,314     $    3,084,902
                                                               ===============    ================  ================



                                      See Notes to the Financial Statements.
</TABLE>




                                TRB SYSTEMS INTERNATIONAL INC.
                                   Statements of Operations
                                          (Restated)


<TABLE>
CAPTION>


                                                        Year Ended         Year Ended
                                                      June 30, 2007       June 30, 2007
                                                     ----------------  -------------------       Year-Ended
                                                       (Restated)       (Previously Filed)      June 30, 2006
                                                     ----------------  -------------------   ------------------

                                                        <c>                 <c>                  <c>
REVENUES
Sales..........................................       $      317,162    $        317,162        $        7,093
                                                     ---------------   ------------------    ------------------
Total revenues.................................              317,162             317,162                 7,093

Cost of Revenues...............................              211,160             211,160                 3,096
                                                     ---------------   ------------------    ------------------
Gross Profit...................................              106,002             106,002                 3,997

License and distributor fees...................                    -                   -               263,239
                                                     ---------------   ------------------    ------------------

Total Operating Revenue........................              106,002             106,002               267,236

OPERATING COSTS
Operating expenses.............................              550,372             350,372               316,649
Depreciation expenses..........................               18,770              18,770                 6,214
                                                     ---------------   ------------------     -----------------
Total Operating Costs..........................              569,142             369,142               322,863

OPERATING INCOME (LOSS)........................            (463,140)           (263,140)              (55,627)
                                                     ---------------   ------------------     -----------------
OTHER INCOME (EXPENSE)
Income from forgiveness of debts...............              294,283             294,283                     -
Foreign currency translation...................              (6,459)             (6,459)                 (811)
Interest income................................                    -                   -                 2,072
Interest Expense...............................            (302,073)           (302,073)             (104,244)
                                                     ---------------   ------------------    -----------------
Total Other Income (Expenses)..................             (14,249)            (14,249)             (102,983)

NET LOSS BEFORE INCOME TAX AND BENEFIT.........            (477,389)           (277,389)             (158,610)

Income tax benefit.............................                    -                   -                23,792
                                                     ---------------   ------------------   ------------------

NET INCOME (LOSS)..............................      $     (477,389)    $      (277,389)     $       (134,818)
                                                     ===============   ==================   ===================


BASIC EARNINGS (LOSS) PER SHARE................      $        (0.02)    $         (0.01)     $          (0.01)
                                                     ===============   =================    ==================
DILUTIVE EARNINGS (LOSS) PER SHARE.............      $        (0.02)    $         (0.01)     $          (0.01)
                                                     ===============   =================    ==================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING      22,880,973          22,880,973            22,783,002
                                                     ===============   =================    ==================





                                         See Notes to the Financial Statements.


</TABLE>





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

<TABLE>
<CAPTION>



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

                                   <c>               <c>                <c>                 <c>              <c>
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)

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

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

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



                                                  See Notes to the Financial Statements

</TABLE>






                                       TRB SYSTEMS INTERNATIONAL INC.
                                          Statements of Cash Flows
                                               (Restated)

<TABLE>
<CAPTION>


                                                            Year Ended           Year Ended
                                                           June 30, 2007         June 30, 2007
                                                        -------------------   ------------------    Year Ended
                                                             (Restated)       (Previously Filed)    June 30, 2006
                                                        -------------------  -------------------  ----------------

                                                            <c>                  <c>                 <c>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss).................................       $      (477,389)      $     (277,389)     $    (134,818)
Adjustments to reconcile net loss to net cash
 Provided (used in) operating activities:
  Depreciation and amortization expenses...........                 18,770               18,770              6,214
Changes in operating assets and liabilities
  (Increase) decrease in accounts receivable.......                      -                    -          (270,398)
  (Increase) decrease in inventories...............                162,104              162,104          (146,736)
  (Increase) decrease in other current assets......                      -                    -             50,386
  Increase in indebtness of related party..........                100,793             (99,207)           (13,453)
  Increase in prepaid expenses.....................                 42,755               42,755                  -
  (Increase) decrease in deferred tax asset........                      -                    -           (23,792)
  Increase (decrease) in accounts payable and accrued liabilities (176,768)           (176,768)                336
  Increase (decrease) in customer advance..........                 10,897               10,897            160,543
  Increase (decrease) in other payable.............               (141,958)           (141,958)            141,958
  Reclassification of legal judgments payable
   from non-current liabilities....................                 381,000                   -                  -
                                                        -------------------  ------------------   ----------------
      Net cash used by operating activities........                (79,796)           (460,796)          (229,760)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Property and Equipment.................                (38,725)            (38,725)           (44,061)
Increase in prepaid and other assets...............                       -                   -          (163,300)
Reclassification of legal judgments payable
 to current liabilities............................               (381,000)                   -                  -
                                                        -------------------   ------------------  ----------------
      Net cash used in investing activities........               (419,725)             (38,725)         (207,361)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of notes and accrued interest deferred....                 382,392              382,392                 -
Increase in accrued interest on notes..............                       -                    -           101,585
Issuance of common stock...........................                 123,238              123,238                 -
 (Decrease) increase in director's loans...........                       -                    -           368,257
                                                        -------------------   ------------------  ----------------
      Net cash provided by financing activities....                 505,630              505,630           469,842

Net increase (decrease) in cash....................                   6,109                6,109            32,721

CASH, BEGINNING OF YEAR............................                  33,323               33,323               602
                                                        -------------------    -----------------  ----------------
CASH, ENDING OF YEAR...............................        $         39,432      $        39,432    $       33,323
                                                        ===================    =================  ================

SUPPLEMENTAL CASH FLOW DISCLOSURES

Cash paid during year for Interest.................        $        302,073      $       302,073    $      104,244
                                                        ===================    =================  ================
Cash paid during year for taxes....................        $              -      $             -    $            -
                                                        ===================    =================  ================




                                    See Notes to the Financial Statements.

</TABLE>




                             TRB SYSTEMS INTERNATIONAL, INC.
                              Notes to Financial Statements
                                June 30, 2007 (Restated)


1. 2007 RESTATEMENT

On January 10, 2008, we amended TRB Systems International Inc.'s Annual Report
in Form10-KSB for the year ended June 30, 2007, to amend and restate financial
statements for the year 2007 with respect to the correction of errors in
previously-issued financial statements.

The first errors were restoring of $200,000 liability under the patent payment
to a related party previously not recognized and charging as expense in the
statement of operation.

The second errors were reclassification of legal judgments payable from non-
current to current liabilities since the judgments have been rendered.

Effects of the restatements by line item follows:

         Statement of Financial Position
         Statement of Operations
         Statement of Stockholders' Equity
         Statement of Cash Flows




                              TRB SYSTEMS INTERNATIONAL INC.
                        Statements of Financial Position (Restated)



                                         ASSETS

<TABLE>
<CAPTION>
                                                         As of                   As of
                                                       June 30, 2007          June 30, 2007
                                                  ---------------------  ----------------------
                                                       (Restated)          (Previously Filed)

                                                        <c>                     <c>
CURRENT ASSETS
Indebtedness of related party                       $              -      $           143,395
                                                  -------------------     --------------------
TOTAL ASSETS                                        $      2,861,919      $         3,005,314
                                                  ===================     ===================


                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Legal judgments payable                             $        381,000       $                 -
                                                  ------------------       -------------------
       Total Current Liabilities                           3,174,274                 2,793,274

Indebtness to related party                                  499,783                   443,178
Legal judgments payable                                            -                   381,000
                                                   -----------------       -------------------

       TOTAL LIABILITIES                                   3,674,057                 3,617,452

STOCKHOLDERS' EQUITY (DEFICIT)
Retained earnings (deficit)                              (4,064,648)               (3,864,648)
                                                   -----------------      --------------------
       Total Stockholders' Equity (Deficit)                (812,138)                 (612,138)
                                                   -----------------      --------------------
Total Liabilities and Stockholders'Equity (Deficit) $      2,861,919       $         3,005,314
                                                   =================      ====================

</TABLE>





                                    TRB SYSTEMS INTERNATIONAL INC.
                                 Statements of Operations (Restated)

<TABLE>
<CAPTION>


                                                        Year Ended              Year Ended
                                                       June 30, 2007           June 30, 2007
                                                   ---------------------  ---------------------
                                                         (Restated)         (Previously Filed)

                                                        <c>                     <c>
OPERATING COSTS
Operating expenses                                  $         550,372       $          350,372
                                                   ------------------     ---------------------
Total Operating Costs                                         569,142                  369,142
                                                   ------------------     ---------------------

OPERATING INCOME (LOSS)                                     (463,140)                (263,140)

NET LOSS BEFORE INCOME TAX AND BENEFIT                      (477,389)                (277,389)
                                                   ------------------     --------------------
NET INCOME (LOSS)                                    $      (477,389)        $       (277,389)
                                                   ==================     ====================

BASIC EARNINGS (LOSS) PER SHARE                      $         (0.02)        $         (0.01)
                                                   ==================     ====================
DILUTIVE EARNINGS (LOSS) PER SHARE                   $         (0.02)        $         (0.02)
                                                   ==================     ====================

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                              22,880,973                22,880,973
                                                   ==================     ====================

</TABLE>










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

<TABLE>
<CAPTION>


                                                                             Year Ended          Year Ended
                                                                            June 30, 2007       June 30, 2007
                                                                        -------------------   -------------------
                                                                             (Restated)        (Previously Filed)

                                                                             <c>                 <c>
STOCKHOLDERS' EQUITY (DEFICIT)
 Common stock, $0.001 par value, 30,000,000 shares authorized;
  23,699,922 shares issued and outstanding as of June 30, 2007
   and 22,783,002 as of June 30, 2006                                    $          23,700      $         23,700
Additional paid-in capital                                                       3,228,810             3,228,810
Retained earning (deficit)                                                     (4,064,648)           (3,864,648)
                                                                        -------------------   -------------------
Total Stockholders' Equity (Deficit)                                     $       (812,138)       $     (612,138)
                                                                        ===================   ===================


</TABLE>




                                    TRB SYSTEMS INTERNATIONAL INC.
                                   Statements of Cash Flows (Restated)


<TABLE>
<CAPTION>



                                                                           Year Ended         Year Ended
                                                                          June 30, 2007      June 30, 2007
                                                                      --------------------  -------------------
                                                                           (Restated        (Previously Filed)


                                                                          <c>                  <c>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                                     $      (477,389)      $       (277,389)
Adjustments to reconcile net loss to
 net cash used in operating activities:
   Increase in indebtness of related party                                      100,793               (99,207)
   Reclassification of legal judgments payable from non-current liabilities     381,000                      -
                                                                       ----------------     ------------------
      Net cash used in operating activities                                    (79,796)              (460,796)

CASH FLOWS FROM INVESTING ACTIVITIES:
Reclassification of legal judgments payable to current liabilities            (381,000)                      -
                                                                       ----------------      -----------------
          Net cash used in investing activities                               (419,725)               (38,725)

CASH FLOWS FROM FINANCING ACTIVITIES:
                                                                       ----------------      -----------------

Net increase (decrease) in cash                                                   6,109                  6,109

Cash at beginning of year                                                        33,323                  33,323
                                                                       ----------------      ------------------
Cash at end of year                                                      $       39,432        $         39,432
                                                                       ================      ==================

SUPPLEMENTAL CASH FLOW DISCLOSURES

Cash paid during year for Interest                                       $      302,073        $        302,073
                                                                       ================      ===================
Cash paid during year for taxes                                          $            -        $              -
                                                                       ================      ===================
</TABLE>



2.  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.

3.  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, 2007, the Company had cash and cash equivalents totaling $39,432
as compared to $ 33,323 at June 30, 2006. As of June 30, 2007, the Company had
working capital of $ (822,454) compared to a working capital of $ (210,896) at
June 30, 2006. The Company has outstanding judgments in the amount of $ 381,000
that is unable to pay within one-year period.

The Company believes its available cash, cash equivalents, in combination with
additional license and distributor payments and loans from related party(ies)
will be sufficient to meet its anticipated capital requirements which consist
mainly on-going working capital needs.  Prior to the commercialization of its
products, substantial capital resources will be  required to fund continuing
operations related to the Company's research, development,  manufacturing and
business development activities.

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

 b. Going Concern

The Company incurred accumulated net losses of $ 4,064,648 from the period of
April 11, 1997 (Date of Inception) through June 30, 2007, has recently commenced
operations of active sales and it is not profitable yet raising substantial
doubt about the Company's  ability to continue as a going concern.

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

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

 c.  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.  Revenue Recognition

The Company recognizes revenues and the related costs when persuasive evidence
of an arrangement exists, delivery and acceptance has occurred or service has
been rendered, the price is fixed or determinable, and collection of the
resulting receivable is reasonably assured in accordance with Securities and
Exchange Commission ("SEC") Staff Accounting Bulletin ("SAB") No. 104 "Revenue
Recognition in Financial Statements".

The Company accrues for warranty costs, sales returns, bad debts, and other
allowances based on its historical experience.

 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.

                    Future Commitments Per Agreements
<TABLE>
<CAPTION>

                                       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 $29,090 for the year ended June 30, 2007 as compared to
$14,453 for the year ended June 30, 2006.

 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 February 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 155, "Accounting for
Certain Hybrid Financial Instruments--an amendment of FASB Statements No. 133
and 140" ("SFAS No. 155"). The provisions of SFAS No. 155 will be effective for
all financial instruments acquired, issued, or subject to a re-measurement
(new basis) event occurring after the beginning of an entity's first fiscal
year that begins after September 15, 2006. The fair value election provided for
in paragraph 4(c) of this Statement may also be applied upon adoption of this
Statement for hybrid financial instruments that had been bifurcated under
paragraph 12 of Statement 133 prior to the adoption of this Statement. Earlier
adoption is permitted as of the beginning of an entity's fiscal year, provided
the entity has not yet issued financial statements, including financial
statements for any interim period, for that fiscal year. SFAS No. 155 amends
FASB SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS No. 133"), and SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities" ("SFAS No.
140"). SFAS No. 155 resolves issues addressed in SFAS No. 133 Implementation
Issue No. D1, "Application of Statement 133 to Beneficial Interests in
securitized Financial Assets". This Statement: a) permits fair value
e-measurement for any hybrid financial instrument that contains an embedded
derivative that otherwise would require bifurcation, b) clarifies which interest
only strips and principal-only strips are not subject to the requirements of
SFAS No.133, c) establishes a requirement to evaluate interests n securitized
financial assets to identify interests that are freestanding derivatives or that
are hybrid financial instruments that contain an embedded derivative requiring
bifurcation, d) clarifies that concentrations of credit risk in the form of
subordination are not embedded derivatives, and e) amends SFAS No.140 to
eliminate the prohibition on a qualifying special purpose entity from holding
a derivative financial instrument that pertains to a beneficial interest other
than another derivative financial instrument. The Company is currently
evaluating the impact of adopting SFAS No. 155.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets--an amendment of FASB Statement No. 140" ("SFAS No. 156"). An
entity shall adopt this Statement as of the beginning of its first fiscal year
that begins after September 15, 2006. Earlier adoption is permitted as of the
beginning of an entity's fiscal year, provided the entity has not yet issued
financial statements, including interim financial statements, for any period of
that fiscal year. The effective date of this Statement is the date that an
entity adopts the requirements of this Statement. SFAS No. 156 amends SFAS
No. 140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities", with respect to the accounting for separately
recognized servicing assets and servicing liabilities. This Statement: a)
requires an entity to recognize a servicing asset or servicing liability each
time it undertakes an obligation to service a financial asset by entering into
a servicing contract in any of the following situations, b) requires all
separately recognized servicing assets and servicing liabilities to be initially
measured at fair value, if practicable, c) permits an entity to choose between
two subsequent measurement methods for each class of separately recognized
servicing assets and servicing liabilities, d) at its initial adoption, permits
a one-time reclassification of available-for-sale securities to trading
securities by entities with recognized servicing rights, without calling into
question the treatment of other available-for-sale securities under SFAS
No. 115, provided that the available-for-sale securities are identified in some
manner as offsetting the entity's exposure to changes in fair value of servicing
assets or servicing liabilities that a servicer elects to subsequently measure
at fair value, and e) requires separate presentation of servicing assets and
servicing liabilities subsequently measured at fair value in the statement of
financial position and additional disclosures for all separately recognized
servicing assets and servicing liabilities. The Company is currently evaluating
the impact of adopting SFAS No. 156.

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

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

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

4.  ACCOUNTS RECEIVABLE

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

                                              2007              2006
                                         --------------   ----------------

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

5. PROPERTY AND EQUIPMENT

Fixed assets are summarized by classifications as follows:

                                               2007               2006
                                        ------------------   --------------
   Office Equipment                       $     43,424        $     13,093
   Tools and Machinery                          79,321              79,321
   Automobile                                   50,947              50,947
   Moldings                                    689,061             680,667
   Booth for Show                              137,470             137,470
   Informational tapes and other
     promotional materials                      50,000              50,000
                                         ------------------   -------------
                                             1,050,223           1,011,498
Less: Accumulated Depreciation               (883,248)           ( 864,478)
                                         ------------------    ------------
                                           $    166,975        $    147,020
                                         ==================    ============

6.  RELATED PARTY TRANSACTIONS

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

Any cost incurred by TRB Systems Inc. to maintain the patents and that calls for
reimbursement by ABL according to the agreement, will be used as a credit toward
the $200,000 license fees due to ABL on the first anniversary following the
commencement of active bicycle sales. As of June 30, 2007, ABL Properties owes
the Company $ 143,395 and $ 200,000 is owed to ABL Properties.

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

The net payable to ABK Properties and Byung Yim is $ 499,783 as of June 30,
2007.

7.  ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses also include the capitalized portion of
legal and consulting expenses incurred in the development of standardized
contacts, promotional materials and the filling and registration of patents,
and are amortized over a sixty-month period. As of June 30, 2007 the accounts
payable and accrued expenses were $ 220,119 and $ 396,887 as of June 30, 2007
and 2006, respectively. During the year ended June 30, 2007, management as
written off $294,283 accrued expenses originating from prior to year 2000 under
the basis that no  creditor has pursued collection to date and internal
determination that these payable will ever be paid. Such a transaction resulted
in reduction of accounts payable and recognition as income from forgiveness of
debts in the statements of operations.

8.  ADVANCE FROM A CUSTOMER

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

$171,440 denoted in the June 30, 2007 financial statement as advance from a
customer is refundable case if the shipment doesn't occur within the specified
time. Advance becomes earned revenue when the goods are shipped and invoiced.

9.   NOTES AND INTEREST PAYABLE

Notes payable are unsecured notes to individuals.  As of June 30, 2007, the
Company had notes payable in the amount of $ 1,631,840 and accrued interest
payable of $626,329.  Interest expense attributable to notes payable totaled
$302,073 at June 30, 2007.  Interest rate on the notes ranged from zero to
24%.

As of June 30, 2007:

                    Notes Payable                  Rate-Simple    Interest
 Note Holder          Balance      Maturity Date    Interest       Amount
--------------   --------------   -------------   ------------   ---------
In W.Whang         $  100,000       06/30/2009         15%       $ 15,000
Byung K.Cho            30,215       06/30/2009         15%          4,532
Janak Shah            120,000       09/05/2010         10%         12,000
Xiao Wei Lu            45,000       12/30/2010         10%          4,500
Ok Yeo Chong          127,887       12/31/2010         10%         12,789
Joon Ki Moon          100,000       06/30/2009         18%         18,000
Young Sik Kwon        695,652       12/31/2010         13%         90,435
Seok Nyu Lee           12,931       10/10/2009          8%          1,003
Kil Ja Bark            99,138        11/2/2009         12%         11,897
Hwa Suk Kim            12,931       11/26/2009         24%          3,103
Byung Yim              41,530       06/30/2010          0%              0
Ok Yeo Chong          246,556       12/31/2010         10%         24,656
---------------------------------------------------------------------------
                 $  1,631,840                                   $  197,915

10.  CONVERTIBLE DEBT

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

The notes are convertible into shares of the Company's common stock at a price
of $1 per share at the lenders option on December 31, 2004. The notes may be
required to be repaid if the value per share at the time of conversion falls
below $1, at which time the Company will have to repay the face amount of the
notes plus (10%) ten percent. As of June 30, 2007 the lenders have not
exercised their option, management is negotiating an extension on the notes.

11.  PENDING SUITS AND JUDGMENT

As of June 30, 2007, there are outstanding judgments in the amount of $381,000
against the Company. Management asserts that negotiations have been initiated
to have the amounts reduced but the outcome of such negotiations is uncertain.
Management believes the company is not in the financial position to pay these
amounts within one-year period.

The outstanding judgments consist of:


Creditors/Creditors' Attorneys	           2007             2006
                                        ----------------   --------------
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


12.  CAPITAL STOCK

The company is authorized to issue 30,000,000 at $0.001 par value share. As of
June 30, 2007 the amount of voting common shares issued and outstanding are
23,699,922 and additional paid in capital of $ 3,228,810.

On May 22, 2007, Company issued a total of 130,000 to separate individual and
entity in exchange for professional service rendered valued at $5,200 or $.04
per share. On the same date, additional 786,920 shares were issued in exchange
for cash contribution of $ 118,038 valued at $0.15 per shares.

13.  NET LOSS PER SHARE

Net loss per common share for the years ended June 30, 2007 and 2006 is
calculated using the weighted-average number of common shares outstanding and
common shares equivalents during the periods.

14.  INCOME TAX

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

                                                2007
                                          ---------------
Net Deferred Tax Asset                     $    1,384,384
Deferred Tax Asset Valuation Allowance        (1,161,805)
                                          ----------------
Net Deferred Tax Asset                            222,579
                                          ----------------
Deferred Tax Benefit                       $       23,792
                                          ----------------

15.  COMMITMENTS AND CONTINGENCIES

15.1  Lease Commitments

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

                         Lease
                    -------------

      2008             16,800
      2009             16,800
      2010             16,800
      2011             16,800
      2012             16,800
                   -------------
       Total      $    84,000


Rental expense for the year ended June 30, 2007 and 2006 are $15,578 and
$34,551, respectively.

15.2   Litigation

As per the Company, as of June 30, 2007, there are no material actions, suits,
proceedings or claims pending against or materially affecting the Company,
which if adversely determined, would have a material adverse effect on the
financial condition of TRB International Systems, Inc. other than the judgments
in note 11.



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


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

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

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

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

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

We provided Chang G. Park, CPA, PH.D with a copy of this Current Report on Form
8-K prior to our filing with the Securities and Exchange Commission, and
requested that they furnish us with a letter addressed to the Securities and
Exchange Commission stating whether they agree with the statements made in this
Current Report on Form 8-K, and if not, stating the aspects with which they do
not agree. A copy of the letter provided from Chang G. Park, CPA, PH.D is filed
as Exhibit 16.1 to this Current Report on Form 8-K.

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

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.

During the fiscal year ended June 30, 2005 and through July 1, 2006 there were
no disagreements with Armando C. Ibarra, CPA-APC, 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 our board of directors, we
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

As of the end of the period covered by this report, we conducted an evaluation,
under the supervision and with the participation of our chief executive officer
and principal financial officer of our disclosure controls and procedures (as
defined in Rule 132a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon
this evaluation, our chief executive officer and principal financial officer
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission's rules and forms.

(b) Changes in internal controls:

There was no change in our internal controls or in other factors that could
affect these controls during our last fiscal year that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.



Item 8A(T).  CONTROLS AND PROCEDURES


Not applicable.



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     66    President, Chief Executive Officer, Chief Financial
                        Officer, and Director
Marn T. Seol     68    Vice Chairman of the Board of Research and Development
August Rheem     72    Vice President & Director
Joon Ki Moon     28    Secretary

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.

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


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, 2007, our executive officers,
directors and greater than 10% beneficial stockholders were complied with
Section 16(a) filing requirements, except that Mr. Joon Ki Moon, our secretary,
failed to file "Initial Statement of Beneficial Ownership of Securities" on
Form 3 when he was selected as secretary of the Company in December 2006.


Item 10.    EXECUTIVE COMPENSATION


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

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

<TABLE>
<CAPTION>

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

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


Outstanding Equity Awards
--------------------------

No named executive officer has received an equity award.


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 June 30, 2007, 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               8.22%
                1 Yong An Road
                Tianjin, 300024, China

Common Stock    Motion Plus International (2)          5,752,998               24.27%
                1472 Cedarwood Dr.
                Piscataway, NJ 08854

Common Stock    Alexander B. Yim (3)                    3,802,500              16.04%
                6721 Washington Ave. Apt. 191
                Ocean Spring, MS 39564
 -----------------------------------------------------------------------------------------
</TABLE>

(1) Based on 23,699,922 shares of common stock outstanding as of October 22,
    2007.

(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 October 22, 2007, 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             8.22 %
                    One Yong An Road
                    Tianjin, 300024, China

Common Stock        Marn T. Seol (3)                 1,003,000             4.23 %
                    One Yong An Road
                    Tianjin, 300024, China

Common Stock        August Rheem (4)                    25,000             0.105 %
                    19591 Aspendale Sq.
                    Ashburn, Va 20147

Common Stock        Joon K. Moon                        23,950             0.101 %
                    Rome Garden D-902,
                    Tianjin (300024), China
                Directors and Officers               3,001,950             12.67 %
                                 As a group
-----------------------------------------------------------------------------------
</TABLE>

(1) Based on 23,699,922 shares of common stock outstanding as of October 22,
    2007.

(2) Byung Yim is Chairman & CEO.

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

(4) August Rheem is our Vice President & Director



Item 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, 2007, ABL
Properties owes the Company $44,188.

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



Item 13. EXHIBITS


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

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

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

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

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

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

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

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

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

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

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

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

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

  31.1   Section 302 Certification of CEO and CFO

  32.1   Section 906 Certification of CEO and CFO



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 2007 and 2006 were $19,750 and $17,000, 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


In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant 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:   January 15, 2008



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
------------------------------------------
Byung Yim, President, CEO, CFO and Director

Date:   January 15, 2008



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


Date:  January 15, 2008