TRBX TRB Systems International Inc (CE)

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

FORM 10-Q

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

For the quarterly period ended September 30, 2008

( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ___________________ to ___________________

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of "larger accelerated filer", and "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non Accelerated filer [ ] (Do not check if a smaller reporting company) Smaller Reporting Company [X]

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 29,259,922 shares of common stock as of November 12, 2008.

TRB SYSTEMS INTERNATIONAL INC.

TABLE OF CONTENTS

Part I. Financial Information

Item1. Financial Statements

 Balance Sheets as of September 30, 2008 (unaudited) and December 31, 2007 4
 Statements of Operations for the Three Months Ended September 30, 2008
 and 2007 (Unaudited)................................................ 5
 Statements of Cash Flows for the Three Months Ended September 30,
 2008 and 2007 (Unaudited)........................................... 7
 Notes to Financial Statements........................................ 8

Item 2. Management's Discussion and Analysis or Plan of Operation....... 11

Item 3. Quantitative and Qualitative Disclosures about Market Risk..... 14

Item 4T. Controls and Procedures....................................... 15

Part II. Other Information

Item 1. Legal Proceedings............................................. 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds... 15
Item 3. Defaults Upon Senior Securities............................... 15
Item 4. Submission of Matters to a Vote of Security Holders........... 15
Item 5. Other Information............................................. 15
Item 6. Exhibits...................................................... 16

Signatures.............................................................. 16

TRB SYSTEMS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEET (UNAUDITED)
September 30, 2008

 ASSETS

 September 30, 2008 June 30, 2008
 ------------------ ---------------
 (Unaudited)

CURRENT ASSETS:
Cash and cash equivalents.................................... $ 2,813 $ 2,064
Accounts receivable, net of allowance for doubtful accounts.. 365,174 370,295
Inventory.................................................... 83,913 85,332
 --------------- -------------
 Total Current Assets.................................... 451,900 457,691

Indebtness of related party - patents........................ 145,805 157,771
Property and Equipment, net.................................. 247,356 259,856

OTHER ASSETS
Prepaid and other assets..................................... 231,009 160,918
 --------------- -------------
 Total Other Assets...................................... 231,009 160,918
 --------------- -------------

Total Assets................................................. $ 1,075,070 $ 1,036,236
 =============== =============


 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


Current Liabilities:
Accounts payable and accrued liabilities..................... $ 9,079 $ 21,885
Notes and interest payable................................... 261,303 235,583
Advance from a customer...................................... 17,346 -
Convertible debts............................................ 142,611 142,611
Legal judgments payable...................................... 381,000 381,000
Corporation income tax payable............................... 935 935
 -------------- --------------
 812,274 782,014

Indebtness to related party.................................. 382,325 499,783
Notes and interest payable................................... 2,617,671 2,578,633
 ------------- --------------

Total liabilities............................................ 3,815,270 3,860,430

Stockholders' Equity (Deficit):
Common stock: $0.001 par value, 30,000,000 shares authorized;
 29,259,922 shares issued and outstanding as of September 30, 2008
 and 23,699,922 as of June 30, 2008......................... 29,260 23,700
Additional paid-in capital................................... 3,480,712 3,228,810
Common stock subscribed but not issued....................... - 25,000
Retained earnings (deficits)................................. (6,226,205) (6,077,887)
Other comprehensive loss - foreign currency.................. (23,967) (23,817)
 ------------- ------------
 Total stockholders' equity (deficit).................... (2,740,200) (2,824,194)
 ------------- ------------

Total Liabilities and Stockholders' Equity (Deficit)......... $ 1,075,070 $ 1,036,236
 ============= =============




 See notes to financial statements

TRB SYSTEMS INTERNATIONAL, INC.
Statement of Operations
For the Three Months Ended September 30, 2008 and 2007
(Unaudited)

 2008 2007
 ----------------- ---------------
REVENUES
Sales.................................... $ 3,961 $ 8,330
Cost of revenues......................... 2,798 6,414
 ---------------- ---------------
Gross Profit............................. 1,163 1,916

OPERATING COSTS:
Consulting............................... - 4,161
Depreciation............................. 12,500 1,250
Employee salaries........................ 15,335 14,846
Financial expenses....................... 471 -
Marketing and advertising................ 22,835 41,084
Meal and entertainment................... 1,538 3,322
Miscellaneous expenses................... 125 2,060
Office expenses.......................... 5,324 14,254
Professional fees........................ 7,593 5,505
Rents.................................... 31,838 1,089
Research and development................. 4,206 14,442
Travel................................... 7,808 3,724
 -------------- ---------------
 Total operating costs and expenses.. 109,573 105,737
 -------------- ---------------

Operating Loss........................... (108,410) (103,821)

Other income (expense)
Interest expenses........................ (39,758) (75,125)
Foreign Currency Transaction............. (150) (59)
 -------------- ---------------
 Total Other Income (Expense)........ (39,908) (75,184)
 -------------- ---------------

Net loss before income tax benefit....... (148,318) (179,005)

Income tax............................... - -

Net loss................................. $ (148,318) $ (179,005)
 ============== ===============

Net loss per share:

 Basic and diluted................... $ (0.01) $ (0.01)
 ============== ==============
Weighted average number
 of common share Outstanding.......... 26,479,922 23,699,922
 ============== ==============

TRB Systems International, Inc. Statements of Cash Flow For the Three Months Ended September 30, 2008 and 2007

 2008 2007
 ---------------- ---------------

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss.......................................... $ (148,318) $ (179,005)
Adjustments to reconcile net income
 to net cash provided by operating activities:
 Depreciation & amortization...................... 12,500 1,250
 Foreign currency translation..................... (150) -
 Changes in operating assets and liabilities:
 (Increase) decrease in accounts receivable....... 5,121 (20,641)
 (Increase) decrease in inventories............... 1,419 (10,706)
 Increase (decrease) in accounts payable and
 accrued liabilities............................. (12,806) 1,445
 Increase (decrease) in customer advance.......... 17,346 -
 Increase (decrease) in other payable............. - 75,125
 ---------------- -------------
Net cash used in operating activities.............. (132,532) (132,532)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment................. (14,606) (14,606)
Increase in prepaid and other assets............... (70,091) -
Increase indebtedness of related party............. (101,492) 126,426
 ---------------- --------------
Net cash provided by investing activities.......... (171,583) 111,820

CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions.............................. 232,462 -
Issuance of notes and accrued interest............. 64,758 -
 --------------- --------------
Net cash provided by (used in) financing activities 297,220 -
 --------------- --------------
Net increase in cash and cash equivalents.......... 749 (20,712)

Cash and cash equivalents, beginning............... 2,064 39,432
 --------------- --------------
Cash and cash equivalents, ending.................. $ 2,813 $ 18,720
 =============== ==============

SUPPLEMENTAL DISCLOSURES ON INTEREST AND INCOME TAXES PAID

Interest paid...................................... $ 39,758 $ 75,125
 =============== ==============
Income taxes paid.................................. $ - $ -
 =============== ==============




 See notes to the financial statements

TRB SYSTEMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements September 30, 2008

1. ORGANIZATION AND NATURE OF BUSINESS

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

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

a. Liquidity

As of September 30, 2008, the Company had cash and cash equivalents totaling $ 2,813 as compared to $ 18,720 as of September 30, 2007. As of September 30, 2008, the Company had working capital of $ (360,374) compared to a working capital of $ (518,095) at September 30, 2007. The Company has outstanding judgments in the amount of $ 381,000 that is unable to pay within one-year period.

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

b. Going Concern

The Company incurred accumulated net losses of $ 6,226,205 from the period of April 11, 1997 (Date of Inception) through September 30, 2008, has recently commenced limited operations, and is rather, still in the development stages, thus raising substantial doubt about the Company's ability to continue as a going concern. The Company may seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.

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

c. Basis of Presentation

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

d. Principles of Consolidation

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

e. Use of Estimates

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

f. Cash and Cash equivalents

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

g. Allowance for Doubtful Accounts

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

h. Inventories

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

i. Property and Equipment

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

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

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

j. Impairment of Long-Lived Assets

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

k. Intangible Assets

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

l. Income Tax

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

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

m. Comprehensive Income

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

n. Revenue Recognition

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

o. License and Distributor Agreements

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

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

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

Future Commitments Per Agreements

 1st Yr 2nd Yr 3rd Yr
 Countries States/Counties (Bikes) (Bikes) (Bikes) Total
-------------- --------------- ----------- ----------- ---------- ---------
Japan 40,000 80,000 200,000 320,000
India 50,000 90,000 200,000 340,000
Nigeria & Benin 5,000 9,000 10,000 24,000
Tanzania 1,000 2,000 3,000 6,000
Vietnam 4,000 7,000 10,000 21,000
Korea 13,000 31,000 62,000 106,000

Distributors
USA

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

p. Research and Development

Research and product development costs are expensed as incurred. The Company incurred expense of $4,206 for the three-month period ended September 30, 2008 as compared to $ 14,442 for the same period ended September 30, 2007.

q. Net Operating Loss Carry-forward

Income taxes are provided for the tax effects of transactions reported in the financial statements and consists of taxes currently due plus deferred taxes for operating losses that are available to offset future taxable income.

r. Reclassification

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

NEW ACCOUNTING PRONOUNCEMENTS:

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

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

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115. This Statement is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement No. 157, Fair Value Measurements. This Statement applies to all entities, including not-for-profit organizations. Most of the provisions of this Statement apply only to entities that elect the fair value option. However, the amendment to FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, applies to all entities with available-for-sale and trading securities. Some requirements apply differently to entities that do not report net income.

In December 2007, the FASB issued SFAS No. 160: Statement of Financial Accounting Standards No. 160--Noncontrolling Interests in Consolidated Financial Statements (an amendment of ARB No. 51). A noncontrolling interest, sometimes called a minority interest, is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require:

* The ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent's equity

* The amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income.

* Changes in a parent's ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently. A parent's ownership interest in a subsidiary changes if the parent purchases additional ownership interests in its subsidiary or if the parent sells some of its ownership interests in its subsidiary. It also changes if the subsidiary reacquires some of its ownership interests or the subsidiary issues additional ownership interests. All of those transactions are economically similar, and this Statement requires that they be accounted for similarly, as equity transactions.

* When a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any noncontrolling equity investment rather than the carrying amount of that retained investment.

* Entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners.

This Statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. This Statement also requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent's owners and the interests of the noncontrolling owners of a subsidiary. Those expanded disclosures include a reconciliation of the beginning and ending balances of the equity attributable to the parent and the noncontrolling owners and a schedule showing the effects of changes in a parent's ownership interest in a subsidiary on the equity attributable to the parent.

This Statement, together with the IASB's Amendments to IAS 27, Consolidated and Separate Financial Statements, concludes a joint effort by the Board and the IASB to improve the accounting for and reporting of noncontrolling interests in consolidated financial statements while promoting the international convergence of accounting standards. This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this Statement is the same as that of the related Statement 141(R). This Statement shall be applied prospectively as of the beginning of the fiscal year in which this Statement is initially applied, except for the presentation and disclosure requirements. The presentation and disclosure requirements shall be applied retrospectively for all periods presented.

IMPACT OF NEW ACCOUNTING STANDARDS

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.

3. ACCOUNTS RECEIVABLE

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

 09/30/2008 09/30/2007
 -------------- ---------------

Accounts Receivable $ 365,174 $ 2,614,767
Less: Allowance for Doubtful Accounts (-0-) (375,000)
 --------------- ---------------
 Net Accounts Receivable $ 365,174 $ 2,239,767
 =============== ===============

4. PROPERTY AND EQUIPMENT

Fixed assets are summarized by classifications as follows:

 2008
 --------------------

Office Equipment $ 77,598
Tools and Machinery 79,321
Automobile 50,947
Moldings 767,518
Booth for Show 137,470
Informational tapes and other
 promotional materials 50,000
 ---------------------
 1,162,854
Less: Accumulated Depreciation (915,498)
 ---------------------
 $ 247,356
 ======================

5. RELATED PARTY TRANSACTIONS

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

Any cost incurred by TRB Systems Inc. to maintain the patents and that calls for reimbursement by ABL according to the agreement, will be used as a credit toward the $200,000 license fees due to ABL on the first anniversary following the commencement of active bicycle sales. As of September 30, 2008 ABL Properties owes the Company $ 144,805

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 September 30, 2008 the outstanding amount due was $385,325.

6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses also include the capitalized portion of legal and consulting expenses incurred in the development of standardized contacts, promotional materials and the filling and registration of patents, and are amortized over a sixty-month period. As of September 30, 2008 the accounts payable and accrued expenses were $ 9,079 and $ 221,564, as of September 30, 2007.

7. NOTES AND INTEREST PAYABLE

Notes payable are unsecured notes to individuals. As of September 30, 2008, the Company had notes payable in the amount of $ 2,053,856 and accrued interest payable of $ 825,118. Interest expense attributable to notes payable totaled $ 39,758 for the three-month period ended September 30, 2008. Interest rate on the notes ranged from zero to 10%.

8. CONVERTIBLE DEBT

The Company entered into three loan agreements, two for $50,000 on February 29, 2003 and one for $42,611 on January 17, 2003 in the total amount of $ 142,611. The notes are convertible into shares of the Company's common stock at a price of $1 per share at the lenders option on December 31, 2004. The notes may be required to be repaid if the value per share at the time of conversion falls below $1, at which time the Company will have to repay the face amount of the notes plus (10%) ten percent. As of September 30, 2008 the lenders have not exercised their option, management is negotiating an extension on the notes.

9. PENDING SUITS AND JUDGMENT

As of September 30, 2008, 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 2008 2007
 --------------- --------------
David, Kessler & Associates, LLC $ 44,000 $ 44,000
Sawtooth Marketing Group 56,000 56,000
Cole, Schotz, Meiser,Forman & Leonard 89,000 89,000
Bernard & Koff 192,000 192,000
 ------------------------------
 Total $ 381,000 $ 381,000
 ------------------------------

10. CAPITAL STOCK

The company is authorized to issue 30,000,000 at $0.001 par value share. As of September 30, 2008 the amount of voting common shares issued and outstanding are 29,259,922 and additional paid in capital of $ 3,480,712.

11. NET LOSS PER SHARE

Net loss per common share for the years ended September 30, 2008 and 2007 is calculated using the weighted-average number of common shares outstanding and common shares equivalents during the periods.

12. COMMITMENTS AND CONTINGENCIES

12.1 Lease Commitments

The Company's future annual commitments at September 30 under an operating lease for office space is $1,000 monthly on a month-to-month basis.

12.2 Litigation

As per the Company, as of September 30, 2008, there are no material actions, suits, proceedings or claims pending against or materially affecting the Company, which if adversely determined, would have a material adverse effect on the financial condition of TRB International Systems, Inc. other than the judgments in note 9.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

Overview

The Company conducts its business through its wholly owned subsidiary, Alenax (Tianjin) Bicycle Corp., which develops, markets, and manufactures a line of NMT product. For the three months ended September 30, 2008 and 2007, the Company had total revenue of $3,961 and $8,330, respectively.

For the past two years, the Company focused its efforts on redesigning products, improving product quality, conducting product tests, including strength, durability and road tests. To date, this process is basically completed. Since second half of 2007, the Company has started to focus on market and sales of our products.

On the product side, during fiscal 2008, the Company has completed its development of a new type of Alenax Uni-Set bicycle, on which Magnesium material is used especially designing for reducing weigh and for high-end market. A new model Alenax 5200 is also completed. At the same time, the Company completed the test of a new designed electric bike, one-way and six-way bike, for the public bike of Soul City Government, Korea. During this quarter, the Company finally completed the model # ALENAX-5200 (Exercise Bike for health club use) except slide improvement of the monitor's function.

On the marketing side, in January 2008, the Company held "The China National Tae Kwon Do Championship" in Tianjing, China. In March 2008, the Company attended "Taiwan International Bicycle Show". In February 2008, the Company had a meeting in Tijing, China, with "The Advanced Media Company" of Japan, who agreed to sell our product, Alenax bike, through Japan QVC, one of the largest home shopping company in Japan. In addition, because of our successful sponsorship of "Anenx Cup 2008 the 18th Asian Tae Kwon Do Championship", which was held in April 2008, China National Tae Kwon Do Association has agreed to market Alenax products in three provinces of China.

In February 2008, the Company entered into a sales and marketing agreement with World Tae Kwon Do Federation. Under the agreement, the Company is able to sell and market its Alenax products through their 350,000 Tae Kwon Do Schools worldwide. During the quarter, the Company met to discuss with The China National Handy Cap Association for sales and marketing strategies of our Alenax Product.

The Company is currently discussing with several business firms and organizations, including The Nike Inc., Portland, Oregon, the Reebok, Korea and China Basket Ball Association, for possible sales of our Alenax product and marketing opportunities. To date no definitive agreements have been reached.

Results of Operations

For the Three Months Ended September 30, 2008 and 2007

Revenues

For the three months ended September 30, 2008, the Company we had sales of $3,961, as compared to $8,330 for the same period of the prior year.

Cost of Revenues

Cost of goods sold consists primarily of the material cost of goods sold, direct overhead, direct wages, and direct depreciation expense. For the three months ended September 30, 2008 and 2007, our cost of revenues was $2,798 (for the sale of $3,961) and $6,414 (for the sale of 8,330) respectively, approximately 70.6% and 77.0% of the sales.

Operating Costs and Expenses

For the three months ended September 30, 2008, our total operating costs and expenses increased by 3.6%, from $105,737 in 2007 to $109,573 in 2008. The increase in operating expenses was largely due to the increase in rent.

Other Income and Expenses

For the quarter ended September 30, 2008, our total other expenses were $39,908, of which $39,758 was interest expense. During the same period of the previous year, our total other expenses were $75,184, of which $75,125 was interest expense.

Net Loss

Net loss for the three months ended September 30, 2008 and 2007 were $148,318, or $0.01 per share, and $179,005, or $0.01 per share, respectively.

Liquidity and Capital Resources

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

As of September 30, 2008, the Company's cash and cash equivalents balance was $2,813.

For the three months ended September 30, 2008, net cash was used in operating activities of $124,888, largely due to our net loss of $148,318, increase in depreciation expense of $12,500, decrease in accounts payable of $12,806, and increase in customer advance of $17,346.

During the three month period, net cash used in the Company's investing activities were $171,583, of which $101,492 was due to decrease in debt of related party, and $70,091 was due to increase in prepaid and other assets. During the same period, the Company's financing activities provided net cash of $297,220, of which $232,462 was due to capital contribution, and $64,758 was from the issuance of notes and accrued interest.

As disclosed on Item 3, "Legal Proceedings" and Note 9 of our Notes to Financial Statements, as of September 30, 2008, we had outstanding judgment in a total of $381,000 incurred in 2000-2001.

The Company currently lack liquidity and has limited revenues. We will need to raise additional capital, and we are currently considering possible sources of financing, including raising capital through the issuance of equity securities. There can be no assurance that we will be able to raise sufficient additional capital at all or on terms favorable to our stockholders or us.

Off-balance sheet arrangements:

As of September 30, 2008, there were no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material changes in the Company's market risk during the three month period ended September 30, 2008. For additional information, refer to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2008.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures:

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and principal financial officer of our disclosure controls and procedures (as defined in Rule 3a-15(e) and Rule?5d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and principal financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms.

(b) Changes in internal controls:

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings: None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds: None.

Item 3. Defaults Upon Senior Securities: None.

Item 4. Submission of Matters to a Vote of Security Holders: None.

Item 5. Other Information: None.

Item 6. Exhibits

31. Certification of CEO and CFO pursuant to Section 302 of the Sarbanes- Oxley Act of 2002

32. Certification of CEO and CFO pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRB Systems International Inc.

By: /s/Byung Yim
---------------------------------
Byung Yim, President, CEO and CFO

Date: November 12, 2008

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