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

                              FORM 10-KSB
(Mark One)

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

                 For the Fiscal Year Ended June 30, 2004

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

                      Commission File No. 333-07247

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

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

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

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

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

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

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

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

    State issuer's revenues for its most recent fiscal year: $869,565.

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

    State the number of shares outstanding of each of the issuer's classes
of common equity:  As of November 30, 2004: 22,783,002 shares of common stock,
par value $.001 per share, were outstanding.

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


<PAGE>  1



                             TABLE OF CONTENTS



                                 PART I

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

                                 PART II

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

                                 PART III

ITEM 9.   Directors, Executive Officers, Promoters and Control
           Persons, Compliance with Section 16(a) of the Exchange Act   17
ITEM 10.  Executive Compensation.....................................   18
ITEM 11.  Security Ownership of Certain Beneficial Owners and
           Management................................................   19
ITEM 12.  Certain Relationships and Related Transactions.............   21
ITEM 13.  Exhibits and Reports on Form 8-K...........................   21
ITEM 14.  Principal Accounting Fees and Services.....................   22



<PAGE>  2

                                PART I


ITEM 1.  DESCRIPTION OF BUSINESS.

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

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

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


Our Products

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

TPS Bicycles

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

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

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


<PAGE>  3

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

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

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

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

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

Fitness/Home Trainers

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


<PAGE>  4


following six different sets of exercises:

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

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

Electric Bicycles

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

Our Market

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

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

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

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


<PAGE>  5


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

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

Distribution

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

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

Manufacturing/Technology Licensing Agreements

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

The royalty/volume requirements are presented below:

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

India                 $100,000         $220,000           $350,000
Benin/Nigeria          $15,000          $25,000            $40,000
Ivory Coast &          $10,000          $10,000            $10,000
5 other countries
Tanzania               $10,000          $20,000            $30,000
Vietnam                $10,000          $20,000            $30,000
Brazil                  50,000          100,000            200,000


<PAGE>  6



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

Research and Development

    The TPS technology has many applications. We intend to focus on the
following three main product groups: a select line of bicycles, electric
bicycles, and two types of ergometers.  Other new product lines and
licensing opportunities will be pursued through third party alliances. For
the year ended June 30, 2004, we spent $126,861 on R&D, compared to $47,878
in fiscal 2003.

Patents, Licenses and Other Intellectual Rights

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

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

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

Competition

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

Government Regulations

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

Impact of Inflation

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


<PAGE>  7



Principal Customers

    During the fiscal year ended June 30, 2003, Sunrise Medical
accounted for approximately 17% of our total sales. No other customers
accounted for more than 10% of our total sales. In fiscal 2004,
there were no sales.

Seasonality

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

Employees

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


ITEM 2.  DESCRIPTION OF PROPERTIES.

    We currently rent approximately 500 square feet of office space at 21
Hutton Avenue, West Orange, New Jersey, as well as 2,500 square foot of
R&D facility in Taiwan. For the year ended June 30, 2004, we paid rent of
$18,208. We believe the leased property facility will be sufficient to meet
our needs for the next twelve months.


ITEM 3.  LEGAL PROCEEDINGS.

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

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

    (ii) There is an outstanding action in the Supreme Court of New Jersey
for the collection of a debt by Bernard Koff for moneys lent to TRB in 1995.
The action has been settled for $192,000.

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

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


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

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



<PAGE>  8


                                   PART II

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

    We are authorized to issue 30,000,000 shares of common stock, $.001 par
value, and no preferred stock shares are authorized to issue. As of the date
of this Report, we have 22,783,002 shares of common stock issued and
outstanding.

    Since August 21, 1998, our common stock has been quoted on the NASD OTC
Bulletin Board under the symbol TRBX; but on June 28, 2004, it was delisted,
and currently trades on the pink sheets. The delisting was the result of
delinquent filing of the third quarterly report on Form 10-QSB, due on May
15, 2004, and filed on September 23, 2004.  The table below sets forth, for
the respective periods indicated, the prices for our common stock in the over-
the-counter market, and since June 27, 2004, on the Pink Sheets
as reported by the NASD's OTC Bulletin Board and Pink Sheets.  The closing
prices represent inter-dealer quotations, without adjustments for retail
mark-ups, mark-downs or commissions and may not necessarily represent actual
transactions.

Fiscal Year Ended June 30, 2004         High Close     Low Close

  Fourth Quarter                           $0.10         $0.08
  Third Quarter                            $0.10         $0.08
  Second Quarter                           $0.09         $0.03
  First Quarter                            $0.04         $0.01


Fiscal Year Ended June 30, 2003         High Close     Low Close

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

Fiscal Year Ended June 30, 2002

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


Options and Warrants

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

Shareholders

    As of November 30, 2004, we had approximately 266 shareholders of record
based on information provided by our transfer agent, which is Continental
Stock Transfer Company of New York, New York.

<PAGE>  9


Dividends

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

Recent Sale of Unregistered Securities

    We have sold, over the last fiscal year, 3,287,042 shares to
our president to retire shareholders loans (see financial statements and
notes appended thereto; and 912,000 shares to various investors to
raise operating capital (see financial statements and notes appended
thereto.


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

Cautionary Statement Regarding Forward-Looking Statements

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

Overview

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

    The TPS technology used by TRB was licensed from ABL Properties Company.
Currently TRB has the exclusive worldwide licensing rights under all TPS
patents, except from Taiwan and South Korea. The TPS technology has many
applications. TRB will initially focus on three main product groups: a select
line of bicycles, electric bicycles, and two types of ergometers. Other new
product lines and licensing opportunities will be pursued through third
party alliances.

Results of Operations

    As to date, we have completed the following:

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

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

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

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


    <PAGE>  10


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

    We are currently still working on (i) developing the foldable and light
(under 13.5 kg) electric bike (Model TRB-E100) through Shenzhen Bicycle
Factory, and (ii) completing TRB-Fitness (an exercise bike) with Pretty Wheel
Bicycle factory in Taiwan and Tianjian Fushida factory, which is expected to
be completed by the fourth quarter of this fiscal 2004.

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

Financial Results for the Year Ended June 30, 2004 Compared to Year Ended June
30, 2003

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

    Over the past year TRB has focused on redesigning and updating its
bicycle line, and on bringing its electric bicycles to the market. As a
result, the company has not had direct sales revenue. TRB
now has a modern, sophisticated, marketable, product line, which is ready
for sale, with full production planned in 2005.

   Currently the company is negotiating its first production agreement
with The Tianjin Fushida Bicycle Co., Ltd for the Beijing TV home shopping
sales program.

    The Company is also looking to purchase The Flying Pigeon Bicycle Co.,
Ltd., 1 of the top 3 brand names in the bicycle industry in China.

Revenues

    For the year ended June 30, 2004, we had license and distributor fee
revenue of $869,565 as compared to $242,979 for the year of 2003.


,PAGE.  11

Operating Expenses

    For the year ended June 30, 2004, total operating expenses, consisting
mainly of general and administrative expenses, increased by 60%
to $1,123,950 from $611,584, mainly due to a doubling of R&D from $47,878 to
126,861, and writing off $375,000 in bad debts. Except as mentioned above,
expenses remained constant as compared to the previous fiscal year.

Interest Expenses

    For the year ended June 30, 2004, we had interest expenses of $78,351
as compared to $38,268 for the 2003 fiscal year.

Loss on Investment

    In April 2001 we purchase 100% of the capital stock of BITEK Bicycle Co.,
Ltd., the third largest bicycle manufacturer in Korea, for $472,440 with
bank loan of $425,196. The bank loan was obtained from KookMin Bank of Soul,
Korea, collateralized by the factory real estate with interest rate of 9% per
year. During the year ended June 30, 2003, we disposed of this investment at
a loss of $57,958, and the proceeds of the sale was used to retire the bank
loan from KookMin Bank. In the current year, investment in a closely held
private company that failed to become public was written off in the sum of
$1,080,000.

Net Income (Loss)

    For the year ended June 30, 2003, we experienced net loss of $464,931, or
($0.07) per share, compared to net loss of $1,229,962, or ($0.11) per share,
in the current year.

Liquidity and Capital Resources

    During the fiscal year ended June 30, 2004, we financed our operations
mostly through collecting accounts receivable, proceeds from disposal of
investment in net equity of a foreign entity, from borrowing from our
president and director, and through the private placement of shares.

    At June 30, 2003, we had current assets of $1,688,359 and current
liabilities of $70,412 as compared to the current fiscal year, in which
we had current assets of $2,558,053 and current liabilities of $1,368,001.
We had cash and cash equivalents of $958 and net accounts receivable of
$1,651,761 at June 30, 2003 compared to cash and cash
equivalents of $45,519 and net accounts receivable of $1,969,369 at
June 30, 2004.


,PAGE>  12


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

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

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

Critical Accounting Policies

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

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

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


<PAGE>  13



     *   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.

Recent Accounting Pronouncements

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

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

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


<PAGE>  14


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

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

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

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


<PAGE>  15



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

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


ITEM 7.   FINANCIAL STATEMENTS.

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


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

  There has been no disagreements with the accountants regarding
accounting and financial disclosure.


ITEM 8A.  CONTROLS AND PROCEDURES.

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

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


<PAGE>  16



                                 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     64      Chief Executive Officer, Chief Financial
                             Officer, President, Secretary, and Director
    Marn T. Seol     66      Vice Chairman of the Board
    August Rheem     68      Vice President of Research and Development
    Joice Diana      49      Director

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

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

    Byung D. Yim, our Chief Executive Officer, President, Chief Financial
Officer, Secretary, and Chairman of the Board of Directors. Mr. Yim's
responsibilities include long-term vision and international development.
He was the founder of both ProMaster Corp. and Alenax Corp. He manages the
development and prototype manufacturing, market research and business
planning for Transbar Power System products in the past. Mr. Yim has
experience with the U.S. import/export business, marketing and distribution
of products from the Far East. He was the Middle East distributor of perma
stamp lines of Johnson Wax products. Mr. Yim's experience in the bicycle
industry is extensive, including as an exclusive sales and distribution
agent for Upstate New York and Eastern Pennsylvania for H.J. Sports, Inc.
, the exclusive agent for the third largest bicycle manufacturer in Japan.
Mr. Yim graduated from of Han Yang University of Korea with a B.A. in
Nuclear Engineering and Electronics.

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

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

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


<PAGE>  17

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

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

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

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

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

Section 16(a) Beneficial Ownership Reporting Compliance

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

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


ITEM 10.   EXECUTIVE COMPENSATION.

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

                        Summary Compensation Table

                          Annual Compensation

                                                          Other Annual
Name and Principal Positions    Year   Salary    Bonus    Compensation
                                          $        $           $
- ----------------------------   ------  --------   ------- -------------
Byund D. Yim                     2004    50,000      --          --
CEO & President                  2003    50,000      --          --
                                 2002    50,000      --          --




<PAGE>  18


Employment Agreements

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

Directors' Compensation

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

Stock Option Plan and Other Long-Term Incentive Plan

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



ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

(a) Security Ownership of Certain Beneficial Owners

    The following table sets forth, as of October 8, 2004, the beneficial
shareholdings of persons or entities holding five percent or more of our
outstanding common stock. Each person has sole voting and investment power
with respect to the shares of common stock shown, and all ownership is of
record and beneficial.

Security Ownership of Certain Beneficial Owners

 Title of      Name and Address     Amount and Nature of    Percent of
  Class      of Beneficial Owner     Beneficial Ownership    Class (1)
 ----------  ----------------------   ---------------------  -----------
 Common      Motion Plus Int'l Corp. (2)   9,555,000          41.9%
 	 	 21 Hutton Avenue, #3
             West Orange, NJ 07025

 Common  Byung Yim (3)                     1,950,000           8.9%
             21 Hutton Avenue, #3
             West Orange, NJ 07025

 Common      Alexander B. Yim (4)          3,802,500          16.5%
             595 Windflower Court
             Morganville, NJ 07751

 Common      Lena B. Yim (4)               3,802,500          16.5%
             595 Windflower Court
             Morganville, NJ 07751

 Common  August Rheem                      3,287,042          15.8%
             c/o 21 Hutton Avenue, #3
             West Orange, NJ 07025


(1)	Based on 22,783,002 shares of common stock outstanding as of June 30,
      2004.
(2)	Mr. Byung Yim is the President of Motion Plus International Corp.
      ("MPI"), and owns 20% of MPI's capital stock.
(3)   Mr. Byung Yim is our CEO and President.
(4)   Alexander B. Yim is the son of Byung Yim, and Lena B. Yim is the
      daughter of Byung Yim.

<PAGE>  19


(b) Security Ownership of Management

    The table below set forth certain information, as of October 8, 2004, all
of our directors and executive officers who beneficially owned our voting
securities and the amount of our voting securities owned by the directors and
executive officers as a group.

Security Ownership of Management

Title of      Name and Address     Amount and Nature of    Percent of
  Class      of Beneficial Owner     Beneficial Ownership    Class (1)
 ----------  ----------------------   ---------------------  ----------
 Common      Byung Yim (2)               1,950,000          7.2%
 	 	 21 Hutton Avenue, #3
             West Orange, NJ 07025

 Common	 Marn T. Seol                      580,000          2.6%
             c/o 21 Hutton Avenue, #3
             West Orange, NJ 07025

 Common	 August Rheem                    3,287,042         15.8%
             c/o 21 Hutton Avenue, #3
             West Orange, NJ 07025

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

             Directors and Officers      5,840,085         25.6%
             as a group

(1) Based on 22,783,002 shares of common stock outstanding as of June 30,
    2004.
(2) Not included 9,555,000 shares owned by Motion Plus International Corp.,
    which Mr. Byung Yim, our CEO and President, owns 20% of its capital
    stock.
(3) Marn T. Seol is our Vice Chairman of the Board.
(4) August Rheem is our Vice President.   During the year the
outstanding loan of $ 517,843 due to Augustine Rheem,
Vice-President and director of the Company was retired and compensated by
issuing 3,287,042 shares for $ 428,305. The balance of $ 89,538 was
forgiven.
(5) Joice Diana is our Director.
*   Less than one percent.

(c) Changes in Control

<PAGE>  20


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


ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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


ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K.

(a).  Exhibits

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

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

               Consent of Auditors **

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

**  Filed herewith.

<PAGE>  21


(b) Reports on Form 8-K.

    There were no reports on Form 8-K filed with the Commission during the
quarter ended June 30, 2004.


ITEM 14.   PRINCIPAL ACCOUNTANT'S FEES AND SERVICES.

(1) Audit Fees.

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

(2) Audit-Related Fees:   None.

(3) Tax Fees:   None.

(4) All Other Fees:   None.

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

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

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

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

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

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

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

<PAGE>22


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



                                 SIGNATURES

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

TRB SYSTEMS INTERNATIONAL INC.


By:  /s/ Byung Yim
-----------------------------
Byung Yim
Chief Executive Officer and
Chief Financial Officer

Date:   December 2, 2004


<PAGE>  23




                      TRB SYSTEMS INTERNATIONAL INC.
                      (A Development Stage Company)
                                Report on
                 Audited Consolidated Financial Statements
                             For the Year Ended
                          June 30, 2004 and 2003




                             TABLE OF CONTENTS




                                                        Page

ACCOUNTANT'S REPORT                                     F-1

FINANCIAL STATEMENTS
Consolidated Balance Sheets                             F-2
Consolidated Statements of Operation and
Retained Earnings                                       F-3
Consolidated Statement of Cash Flow                     F-4
Consolidated Statement of Changes in
Stockholders' Equity                                    F-5
Notes to the Financial Statements                       F-6,F-13



<PAGE> 24


Sotomayor & Associates, LLP
Certified Public Accountants & International Advisors

540 S. Marengo Avenue
Pasadena, CA  91101
(626) 397-4900
(626) 397-4908 FAX/http://www.sotomayorcpa.com
E-mail: sotomayor@sotomayorcpa.com
Licenses:
California and New Jersey
Board of Accountancies



                        INDEPENDENT AUDITOR'S REPORT



To the Board of Directors of
TRB Systems International Inc.
210 Hutton Avenue, Suite #3
West Orange, NJ 07039

We have audited the consolidated balance sheet of TRB Systems International
Inc. (a Developmental Stage Company) as of June 30, 2004, and the related
statement of operations, stockholders' equity (deficit), and cash flows for
the year then ended June 30, 2004.  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
consolidated balance sheet as of June 30, 2003, and the related statement
of operations, stockholders' equity (deficit), and cash flows for the year
then ended and for the period June 30, 1995 (inception) to June 30, 2003,
were audited by other auditors whose report dated September 30, 2003,
expressed an unqualified opinion on those statements.

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 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 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 TRB Systems
International Inc. (a Development Stage Company) as of June 30, 2004,
and the results of its operations and its cash flows for the year then ended
June 30, 2004 in conformity with accounting principles generally accepted
in the United States of America.

As discussed on Note 2 to the financial statements, TRB Systems
International Inc. (a Development Stage Company) has reported accumulated
losses during the development stage aggregating ($2,417,081) and without
additional financing, lacks sufficient working capital to fund operations,
which raises substantial doubt about its ability to continue as a going
concern. Management's plans as to these matters are describe in Note 2. The
2004 financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets
or the amounts and classification of liabilities that may result from the
outcome of this uncertainty.



Sotomayor & Associates, LLP


November 29, 2004



Certified Public Accountants & International Advisors


Members of the American Institute of Certified Public Accountants,
SEC Practice Section, the California Society of Certified Public
Accountants, and the New Jersey Society of Certified Public Accountants


<PAGE>                                 F-1 (25)




                        TRB Systems International Inc.
                        (A Development Stage Company)
                         Consolidated Balance Sheets
                 For the Periods ended June 30, 2004 and 2003


ASSETS

                                        2004                    2003

Current Assets
Cash                         $        45,519            $        958
Accounts Receivable, Net           1,969,369               1,651,761
Note Receivable                       24,917
Inventories                           87,989                  35,640
Other Current Assets                  50,386
Total Current Assets               2,178,180               1,688,359

Indebtedness of Related Party         25,909
Investment in Equity in a
closely Held-Company                                       1,080,000
Property and Equipment, Net          121,303                 100,117
Deferred Tax Asset                   187,870
Other Assets                          44,791               22,577.00

Total Assets                 $     2,558,053            $  2,891,053


LIABILITIES AND
SHAREHOLDER'S CAPITAL

Current Liabilities
Accounts Payable and
Accrued Liabilities          $       455,660            $    370,312
Notes Payable                        769,130                 100,000
Convertible Debt                     142,611
Corporation Income Taxes
Payable                                  600                     100
Total Current Liabilities          1,368,001                 470,412

Indebtedness to Related Party         96,861                 384,513
Legal Judgments Payable              381,000                 381,000
Notes Payable                              -                 423,215

Total Liabilities                  1,845,862               1,659,140

Shareholders' Equity
Capital Stock                         22,783                  18,583
Additional Paid-in Capital         3,106,489               2,454,384
Deficit Accumulated during
Development Stage                 (2,417,081)             (1,241,054)

Total Shareholders' Equity           712,191               1,231,913

Total Liabilities and
Shareholders' Equity          $    2,558,053           $   2,891,053


See Accountant's Audit Report And Notes To Financial Statements.


<PAGE>                                 F-2  (26)



                      TRB Systems International Inc.
                       (A Development Stage Company)
                    Consolidated Statements of Operation
                 For the Periods ended June 30, 2004 and 2003

                                2004            2003             Inception

OPERATING REVENUE
Product Sales                      -               -               800,377
Cost of Goods Sold                 -               -              (606,903)

Gross Profit                                                       193,474
Consulting Revenue                                               1,155,450
License and
Distributor Fees           $ 869,565      $  242,979             3,803,544

TOTAL REVENUE                869,565         242,979             5,152,468

OPERATING COSTS
AND EXPENSES
Advertising                        -               -               142,224
Amortization                       -               -               125,865
Auto                           6,210          10,188                97,339
Bad Debt                     375,000               -               854,235
Commission                    16,611               -                84,400
Communication                  3,064           5,047                62,825
Consulting                    72,530          60,480               622,967
Depreciation                 100,118         121,300               731,481
Employee Salaries            120,767         150,700               529,086
Payroll Taxes
Marketing                     41,306               -               428,052
Meals and
Entertainment                 26,794          43,884               221,479
Miscellaneous                  3,707          21,581                42,069
Office                         6,088           7,482               188,788
Other Operating
Expense                            -           7,488               261,350
Overseas Operating
Expenses                      52,724          38,441               195,212
Professional Fees             69,368          60,991               460,735
Rent                          65,217          18,208               192,771
Research and
Development                  126,861          47,878               745,174
Shipping and
Delivery                           -               -
Travel                        37,585          17,916               278,149

TOTAL OPERATING
COSTS AND EXPENSES         1,123,950         611,584             6,264,201

NET INCOME FROM
OPERATIONS                  (254,385)       (368,605)           (1,111,733)

OTHER INCOME
(EXPENSE)
Income from
Forgiveness of debts    $     89,538   $           -                89,538
Dividend Income                    -               -                   411
Realized Loss on
Investment                (1,080,000)        (57,958)           (1,137,958)
Interest Expense             (78,351)        (38,268)             (155,951)

NET INCOME (LOSS)
BEFORE INCOME TAX BENEFIT (1,323,198)       (464,831)           (2,315,693)

INCOME TAX
Current Income Taxes            (500)           (100)               (1,566)
Deferred Income Taxes              -               -              (269,265)
Income Tax Benefit            93,736               -               496,508

INCOME (LOSS) FROM
CONTINUING OPERATIONS     (1,229,962)       (464,931)           (2,090,016)

EXTRAORDINARY LOSS
FROM LEGAL JUDGEMENT                                              (381,000)

NET INCOME (LOSS)         (1,229,962)       (464,931)           (2,471,016)

RETAINED DEFICIT, AT
BEGINNING-7/1 UNADJUSTED  (1,241,054)       (776,123)                    -

PRIOR-PERIOD ADJUSTMENT
(NET OF $69,411 TAX)          53,935               -                     -

RETAINED DEFICIT-7/1
ADJUSTED                  (1,187,119)       (776,123)                    -

NET INCOME (LOSS)         (1,229,962)       (464,931)           (2,471,016)

RETAINED DEFICIT,
AT END                    (2,417,081)     (1,241,054)                    -

NET INCOME PER SHARE
Basic                   $      (0.11)  $       (0.07)


See Accountant's Audit Report And Notes To Financial Statements.



<PAGE>                               F-3  (27)



                         TRB Systems International Inc.
                         (A Development Stage Company)
           Consolidated Statements of Changes in Stockholders' Equity
             For the period June 30, 1995 (inception) to June 30, 2004

                                         Deficit
                                         Accumulated
                              Additional During the  Comprehensive   Total
                Common Stock  Paid-in    Development Income       Stockholders
               Shares  Amount Capital    Stage       (Expense)       Equity


Beginning
Balance
As of
06/30/95           100 $    0       490  $            $              (551,795)

Shares
Issued
(Conversion) 9,749,900  9,750                                        (693,624)

Shares
Issued as
Compensation   250,000    250    24,750
for Consulting
Services

Shares
Issued as
Repayment      500,000    500   162,626
of Director's
Loan

Shares
Issued for
Purchase       500,000    500   559,045                               167,683
of Property
& Equipment

Shares
Issued to
Various      7,583,960  7,584 1,707,473                               260,527
Individuals

Net Loss                                   (776,123)  $              (776,123)

Balance,
July 1,
2002        18,583,960 $18,583$2,454,384 $ (776,123)  $             1,696,844

Net Income
(Loss)                                     (464,931)  $              (464,931)

Balance,
June 30,
2003        18,583,960 $18,583$2,454,384 $(1,241,054) $             1,231,913


Balance,
July 1,
2003        18,583,960 $18,583$2,454,384 $(1,241,054) $             1,231,913

Prior period
adjustment                                    53,935                   53,935

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

Shares
issued
between        912,000     912   227,088                              228,000
07/01/03
and
06/30/04
for cash
contribution
Net Income
(Loss)                                    (1,229,962)              (1,229,962)

Balance,
June 30,
2004        22,783,002 $22,782$3,106,489 $(2,417,081) $               712,191



See Accountant's Report And Notes To Financial Statements.



<PAGE>                                F-4  (28)



                        TRB Systems International Inc.
                         (A Development Stage Company)
                    Consolidated Statement of Cash Flow
                For the Periods ended June 30, 2004 and 2003


                                    2004             2003          Inception

CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income (loss)
for the period               $(1,229,962)     $  (464,931)         (1,908,981)

Adjustments to
Reconcile Net Income to
Net Cash provided by
Operating Activities:
Noncash Items Included
in (Net Loss) Earnings            53,935                -             428,576
Depreciation & Amortization      100,118          103,946             898,885
Decrease (Increase)
in Accounts Receivable          (317,608)         136,515          (1,763,033)
Decrease (Increase)
in Inventories                   (52,349)          (9,240)            (88,455)
Decrease (Increase)
in Note Receivable               (24,917)               -             (24,917)
Decrease (Increase)
in Deposit with a Supplier       (50,386)               -             (50,386)
Decrease (Increase)
in Prepaid Expenses               12,409                -              25,633
Decrease (Increase)
in Rent & Security Deposit       (43,748)               -            (180,337)
Decrease (Increase)
in Organization Cost                   -                -             (41,424)
Decrease (Increase)
in Deferred Tax Asset           (187,870)               -            (321,377)
Increase (Decrease)
in Accounts Payable and
Accrued Liabilities               85,848          (49,731)            120,224
Increase (Decrease)
in Obligation to
Distributors                           -                -            (125,000)

Total Adjustments               (424,568)         181,490          (1,121,611)

NET CASH PROVIDED BY
OPERATING ACTIVITIES          (1,654,530)        (283,441)         (3,030,592)

CASH FLOWS FROM
INVESTING ACTIVITIES:
Purchase of Property
and Equipment                   (121,304)               -            (918,111)
Loss in Investment in
a Closely Held-Company         1,080,000          472,440                   -
Increase in Indebtedness
of Related Party                 (25,909)               -             (25,909)
Purchase of Patents                9,125           (5,475)            (22,544)

NET CASH USED IN
INVESTING ACTIVITIES             941,912          466,965            (966,564)

CASH FLOWS FROM
FINANCING ACTIVITIES:
Issuance of Notes Payable        245,915                -             467,184
Payment of Auto Loans                  -                -              (5,071)
Increase in Legal
Judgments Payable                      -                -             381,000
Issuance of Convertible
Debt                             142,611                -             142,611
Issuance of Common Stock           4,200                -           2,466,928
Increase in Additional
Paid-in Capital                  652,105                -             652,105
Bank Loan-(Retired)
Accrued Interest                       -         (434,763)
Decrease) Increase
Director's Loans                (287,652)         246,194             (66,723)
Director's Loan -
Partially Retired                      -            4,153               4,153

NET CASH USED BY
FINANCING ACTIVITIES             757,179         (184,416)          4,042,187

Increase (Decrease) in
Cash and Cash Equivalents         44,561             (892)             45,031

CASH AND CASH EQUIVALENTS,
BEGINNING                            958            1,850                 488

CASH AND CASH EQUIVALENTS,
ENDING                       $    45,519      $       958              45,519

SUPPLEMENTAL DISCLOSURES
ON INTEREST AND INCOME
TAXES PAID

Interest paid for the period $    78,351      $    38,268
Income taxes paid for the
period                       $       500      $       100


See Accountant's Audit Report And Notes To Financial Statements.



<PAGE>                                F-5  (29)



          TRB Systems International Inc. and Subsidiaries
                   (A Development Stage Company)
          Notes to Consolidated Financial Statements
                         June 30, 2004


1.  ORGANIZATION AND NATURE OF BUSINESS

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

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

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Liquidity

 As of June 30, 2004, the Company had cash and cash equivalents totaling
$ 45,519 as compared to $ 958 at June 30, 2003. As of June 30, 2004, the
Company had working capital of $ 810,179 compared to a working capital of
$ 1,217,947 at June 30, 2003. The Company has outstanding judgments in the
amount of $ 381,000 that is unable to pay within one-year period.

   The Company believes its available cash, cash equivalents, in combination
with additional license and distributor payments will be sufficient to meet
its anticipated capital requirements. Prior to the commercialization of its
products, substantial capital resources will be required to fund continuing
operations related to the Company's research, development, manufacturing and
business development activities. The Company believes there may be a number
of alternatives available to meet the continuing capital requirements to its
operations, such as public and private financings. Further, the Company
placed the first order of its products and believes that will generate new
license and distributor agreements. There can be no assurance that any of
these fundings 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.

Principles of Consolidation

   The accompanying consolidated financial statements include the accounts
of TRB Systems International Inc., a non-operating holding company and TRB
Systems Inc., the operating company.

   In accordance with the reverse takeover method of accounting, the
consolidated financial statements of the Company include the accounts of TRB
Systems International Inc. and the results of operations of TRB Systems Inc.
for the periods ended June 30, 2004 and 2003.


<PAGE>  F-6  (30)


            TRB Systems International Inc. and Subsidiaries
                      (A Development Stage Company)
              Notes to Consolidated Financial Statements
                             June 30, 2004



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.

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

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.

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.

Inventories

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

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.


<PAGE>  F-7  (31)


            TRB Systems International Inc. and Subsidiaries
                      (A Development Stage Company)
             Notes to Consolidated Financial Statements
                            June 30, 2004



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.

Intangible Assets

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

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.

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.

Revenue Recognition

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

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.


<PAGE>  F-8  (32)


               TRB Systems International Inc. and Subsidiaries
                       (A Development Stage Company)
                Notes to Consolidated Financial Statements
                              June 30, 2004


                      FUTURE COMMITMENTS PER AGREEMENTS

Countries      Sts/Conts        1st Yr      2nd Yr      3rd Yr    SUM
                                (Bikes)     (Bikes)     (Bikes)

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

Distributors
U.S.A.         CA-Orange Cnty   1,500       3,000       5,000     9,500
               CA-LA Cnty       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


Research and Development

   Research and product development costs are expensed as incurred. The
Company incurred expense of $126,864 at June 30, 2004 compared to  $ 47,878
at June 30, 2003.

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.

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.

3. ACCOUNTS RECEIVABLE

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

                                            2004             2003
Accounts Receivable                   $  2,344,369     $  1,651,761
                                         2,344,369     $  1,651,761
Less-Allowance for
Doubtful Accounts                          375,000
                                         2,344,369        1,651,761

<PAGE>  F-9  (33)


           TRB Systems International Inc. and Subsidiaries
                    (A Development Stage Company)
            Notes to Consolidated Financial Statements
                            June 30, 2004


4. INVESTMENT IN EQUITY IN A CLOSELY-HELD COMPANY

   The Company entered into a consulting agreement with Kimvision.com, Inc.
whereby TRB was paid in shares of the company. The book value of the shares
was equal to the contract payment. TRB was informed that Kimvision.com,
Inc. plans to become a public entity trading on a public exchange did not
take effect. At this point this company is a non-operating company.
Management decided to write off the investment.

5. PROPERTY AND EQUIPMENT

   Fixed assets are summarized by classifications as follows:

                                                    2004           2003
Office Equipment                                $   6,725          6,725
Tools and Machinery                                79,321         79,321
Automobile                                         34,000         34,000
Moldings                                          659,916        538,612
Booth for Show                                    137,470        137,470
Informational tapes and other promotional
materials                                          50,000         50,000
                                                  967,432        846,128
Less) Accumulated Depreciation                    846,129       (798,040)

                                                  121,303        100,117


6. RELATED PARTIES

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

   Any cost incurred by TRB Systems Inc. to maintain the patents and that
calls for reimbursement by ABL according to the agreement, will be used as a
credit toward the $200,000 license fees due to ABL on the first anniversary
following the commencement of active bicycle sales. As of March 31, 2004 ABL
Properties owes the Company $25,909.

   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, 2004,
the outstanding amount due was $ 96,861.

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


<PAGE>  F-10  (34)


                    TRB Systems International Inc. and Subsidiaries
                           (A Development Stage Company)
                      Notes to Consolidated Financial Statements
                                   June 30, 2004


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, 2004
the accounts payable and accrued expenses were $ 455,660 compared to
$ 370,312 as of June 30, 2003.

8. NOTES PAYABLE

   Notes payable are unsecured notes to individuals. During the year the
Company borrowed $ 373,914 from individuals and retired  $ 128,000 by
issuing common shares. At of June 30, 2004, the Company had notes payable
in the amount of $ 769,129 as compared to $ 523,215 at June 30, 2003. Two
notes totaling $ 165,000 are on default, the Company intends to pay these
notes on December 2004.

   Interest expense attributable to notes payable totaled $ 78,351 at
June 30, 2004 and $ 55,858 at June 30, 2003.

Interest rate on the notes ranged from 10% to 24%.

9. 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. 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.

10. PENDING SUITS AND JUDGMENT

   As of June 30, 2004, there are outstanding judgments in the amount of
$ 381,000 against the Company. Management asserts that negotiations have
been initiated to have the amounts reduced but the outcome of such
negotiations is uncertain. Management believes the company is not in the
financial position to pay these amounts within one-year period and therefore
classified the legal judgments payable to long term.

The outstanding judgments consist of:

Creditors/Creditors' Attorneys               2004        2003

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


11. CAPITAL STOCK

   The company is authorized to issue 30,000,000 at $0.001 par value share.
As of June 30, 2004 the amount of voting common shares issued and outstanding
are 22,783,002 and additional paid in capital of $ 3,106,489.


<PAGE>  F-11 (35)


               TRB Systems International Inc. and Subsidiaries
                         (A Development Stage Company)
                 Notes to Consolidated Financial Statements
                               June 30, 2004


12. NET LOSS PER SHARE

   Net loss per common share for the years ended June 30, 2004 and 2003 is
calculated using the weighted-average number of common shares outstanding
and common shares equivalents during the periods.

13. INCOME TAX

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

                                             2004                 2003
Net Deferred Tax Asset                    $ 970,572            $ 486,307
Deferred Tax Asset Valuation Allowance     (782,702)            (392,173)

Net Deferred Tax Asset                      187,870               94,134
Deferred Tax Benefit                         93,736               94,134


14. PRIOR PERIOD ADJUSTMENT

   The Company's financial statements at June 30, 2003 did not reflect the
following:

   The effect of recognizing the deferred income tax provision required under
FAS 109. The error was corrected by reflecting an adjustment to beginning
retained earnings and a deferred asset account in the balance sheet.

    It did not reflect Salaries and Professional expense accrued in the
period, nor interest expense on notes paid by Byung Yim. These errors we
corrected by reflecting an adjustment to beginning retained earnings and a
payable in the balance sheet.

   FAS 16 requires the disclosure of the effect of the correction in net
income and earnings per share at June 30, 2003.




                                                        June 30, 2003
Net Income as originally reported                     $  (1,241,054)
Unrecorded Deferred Tax Benefit                              94,134
Unrecorded Salaries & Professional Expense                  (22,609)
Unrecorded Interest Expense                                 (17,590)


Net Income as restated                                $  (1,187,119)

Per Share Amounts:
Net Loss as originally reported                       $      (0.070)
Effect of recording Deferred Tax Benefit                      0.003


<PAGE>  F-12  (36)



             TRB Systems International Inc. and Subsidiaries
                      (A Development Stage Company)
              Notes to Consolidated Financial Statements
                            June 30, 2004


15. COMMITMENTS and CONTINGENCIES

   15.1 Lease Commitments

   The Company's future annual commitments at June 30, 2004 under an
operating lease for office space is as follows:

Year ending June 30,                                 Operating lease

2005                                                $    65,217
2006                                                     65,217
2007                                                     10,870
2008                                                          -
2009                                                          -
  Total                                                 141,304

   Rental expense for years ending June 30, 2004 and 2003 are $65,217 and
$18,208 respectively.

15.2   Litigation

   As per the Company, as of June 30, 2004, 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 10.

16. SUBSEQUENT EVENTS

   The note receivable for $ 24,917 was due on June 30, 2004. The Company
extended additional time for payment. The Company has become aware the
borrower is in financial difficulty.


<PAGE>  F-13  (37)




                               CERTIFICATION

I, Byung Yim, certify that:

1.   I have reviewed this annual report on Form 10-K of TRB Systems
     International Inc.

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary
     to make the statements made, in light of the circumstances under which
     such statements were made, not misleading with respect to the period
     covered by this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all
     material respects the financial condition, results of operations and
     cash flows of the registrant as of, and for, the periods presented in
     this annual report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
     have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within
         those entities, particularly during the period in which this
         annual report is being prepared;

    b)   evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date
         of this annual report (the "Evaluation Date"); and

    c)   presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on
         our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based
     on our most recent evaluation, to the registrant's auditors and the
     audit committee of registrant's board of directors (or persons
     performing the equivalent functions):

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses
         in internal controls; and

     b)  any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.



Date: December 2, 2004


 /s/ Byung Yim
 --------------------------------
Byung Yim, Chief Executive Officer
  and Chief Financial Officer


<PAGE>  38


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


    In connection with the Annual Report of TRB Systems International Inc.
(the "Company") on Form 10-KSB for the year ended June 30, 2004 as filed
with the Securities and Exchange Commission (the "Report"), the
undersigned, in the capacities and on the dates indicated below, hereby
certifies pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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


Date: December 2, 2004


By: /s/Byung Yim
- -----------------------------------
Byung Yim, Chief Executive Officer
and Chief Financial Officer


<PAGE>  39


Exhibit 99a

          INDEPENDENT AUDITORS' CONSENT



The Board of Directors
TRB Systems International, Inc.


          CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the
Registration Statements on Form 10-KSB (Nos. 333-07242)
of TRB Systems International, Inc. of our report dated
November 29, 2004 relating to the consolidated balance
sheet and the related statement of operation, stockholders'
equity (deficit), and cash flows for the year then ended
June 30, 2004, which reports appears or are incorporated
by reference in the June 30, 2004 annual report on
Form 10-K of TRB Systems International, Inc.



/s/ Sotomayor & Associates, LLP

Sotomayor & Associates, LLP
540 S Marengo Avenue
Pasadena, CA 91101

November 29, 2004


<PAGE>  40