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 December 31, 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: 29,319,922 shares of common stock as of February 11, 2009.

TRB SYSTEMS INTERNATIONAL INC.

TABLE OF CONTENTS

Part I. Financial Information

Item1. Financial Statements

 Balance Sheets as of December 31, 2008 (unaudited) and June 30, 2008.. 4

 Statements of Operations for the Six- and Three-Month Ended
 December 31, 2008 and 2007 (Unaudited).......................... 6

 Statements of Cash Flows for the Six Months Ended
 December 31, 2008 and 2007 (Unaudited).......................... 7

 Notes to Financial Statements......................................... 8


Item 2. Management's Discussion and Analysis or Plan of Operation......... 17

Item 3. Quantitative and Qualitative Disclosures about Market Risk....... 19

Item 4T. Controls and Procedures......................................... 19


Part II. Other Information


Item 1. Legal Proceedings............................................... 20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds..... 20
Item 3. Defaults Upon Senior Securities................................. 20
Item 4. Submission of Matters to a Vote of Security Holders............. 20
Item 5. Other Information............................................... 21
Item 6. Exhibits........................................................ 21


Signatures................................................................ 22

TRB SYSTEMS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEET
December 31, 2008

 ASSETS


 December 31, 2008 June 30, 2008
 ---------------------- -----------------
 (Unaudited)
CURRENT ASSETS:
Cash............................................... $ 969 $ 2,064
Accounts receivable, net of allowance for doubtful accounts 365,174 370,295
Inventory.......................................... 87,686 85,332
 ---------------- --------------
 Total Current Assets.......................... 453,,829 457,691

Indebtness of related party - patents.............. 145,805 157,771
Property and Equipment, net........................ 234,856 259,856

OTHER ASSETS
Prepaid and other assets........................... 220,297 160,918
 ---------------- --------------
 Total Other Assets............................ 220,297 160,918
 ---------------- --------------

Total Assets....................................... $ 1,053,787 $ 1,036,236
 ================ ==============



 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


Current Liabilities:
Accounts payable and accrued liabilities........... $ 8,554 $ 21,885
Notes and interest payable......................... 301,061 235,583
Advance from a customer............................ 16,884 -
Convertible debts.................................. 142,611 142,611
Legal judgments payable............................ 381,000 381,000
Corporation income tax payable..................... 935 935
 --------------- -------------
 851,045 782,014

Indebtness to related party........................ 385,325 499,783
Notes and interest payable......................... 2,617,671 2,578,633
 --------------- -------------

Total liabilities.................................. 3,854,041 3,860,430

Stockholders' Equity (Deficit):
Common stock: $0.001 par value, 60,000,000 shares
 authorized; 29,319,922 shares issued and outstanding
 as of December 31, 2008 and 23,699,922 shares
 as of June 30, 2008.............................. 29,320 23,700
Additional paid-in capital......................... 3,493,050 3,228,810
Common stock subscribed but not issued............. - 25,000
Retained earnings (deficits)....................... (6,322,624) (6,077,887)
Other comprehensive loss - foreign currency........ - (23,817)
 --------------- --------------
 Total stockholders' equity (deficit).......... (2,800,254) (2,824,194)
 --------------- --------------

Total Liabilities and Stockholders' Equity (Deficit) $ 1,053,787 $ 1,036,236
 =============== ==============





 See notes to financial statements

TRB SYSTEMS INTERNATIONAL, INC.
Statement of Operations

For the Six- and Three Months Ended December 31, 2008 and 2007

(Unaudited)

 Three Months Six Months
 Ended Dec. 31, Ended Dec. 31,
 ------------------------------- ------------------------------
 2008 2007 2008 2007
 -------------- --------------- --------------- -------------
Revenue
Sales........................... $ 3,961 $ 63,317 $ 7,495 $ 71,647
Cost of revenue................. 2,798 48,121 5,420 54,535
 -------------- -------------- ---------------- ------------
Gross Profit.................... 1,163 15,196 2,075 17,112

Operating Expenses:
Advertising..................... - 16,728 16,728 -
Consulting...................... - 4,501 - 8,662
Depreciation.................... 12,500 1,553 25,000 2,783
Employee salaries............... 15,335 20,538 25,476 35,384
Financial expense............... 471 - 572 -
Marketing....................... 22,835 8,762 38,426 49,846
Meals and entertainment......... 1,538 8450 2,452 11,772
Miscellaneous................... 125 1,250 125 8,965
Office expenses................. 5,324 9,875 13,727 24,129
Overseas operating expenses..... - 20,225 - 20,225
Public company expense.......... - 1,500 - 1,500
Professional fees............... 7,593 13,074 9,616 13,074
Rents........................... 31,838 8,015 38,656 9,104
Research and development........ 4,206 9,573 4,206 24,015
Travel.......................... 7,808 5,410 8,897 9,134
 -------------- ------------- --------------- -----------
 Total operating costs...... 109,573 129,434 167,153 235,321
 -------------- ------------- --------------- -----------
OPERATING LOSS.................. (108,410) (114,238) (165,078) (218,209)

OTHER INCOME (EXPENSE)
Interest income................. - 150 7 -
Bad debt expense................ - (1,969,369) - (1,969,369)
Foreign currency translation.... (150) - (150) -
Interest expense................ (39,758) (71,251) (79,516) (145,154)
 -------------- ------------- ------------- ------------
 Total Other Income & Expenses (39,908) (2,040,470) (79,659) (2,114,373)

NET LOSS BEFORE INCOME TAX & BENEFIT

Income Taxes.................... - - - -
 -------------- ------------- -------------- -----------
NET INCOME (LOSS)............... $ (148,318) $ (2,154,708) $ (244,737) $(2,332,582)
 ============== ============= ============== ===========


Basic and Diluted
 Earnings (Loss) Per Share..... $ (0.01) $ (0.09) $ (0.01) $ (0.10)
 ============== ============= ============== ===========

Weighted Average Number of
 Common Shares Outstanding..... 29,319,922 23,699,922 26,510,465 23,699,922
 ============== ============== =============== ===========



 See notes to the financial statements

TRB Systems International, Inc. Statements of Cash Flow For the Six Months Ended December 31, 2008 and 2007

(Unaudited)

 2008 2007
 ----------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss........................................ $ (244,737) $ (2,332,582)
Adjustments to reconcile net income
 to net cash provided by operating activities:
 Depreciation & amortization................... 12,500 2,783
 Foreign currency translation.................. 23,817 -
Changes in operating assets and liabilities:
 (Increase) decrease in accounts receivable...... 5,121 1,969,369
 (Increase) decrease in inventories.............. (2,254) 3,467
 Increase (decrease) in indebtness of related party 12,966 -
 Increase (decrease) in accounts payable and
 accrued liabilities............................ (13,331) (15,755)
 ----------------- ----------------
Net cash used in operating activities............ (206,018) (372,718)

CASH FLOWS FROM INVESTING ACTIVITIES:
Retirement of property and equipment............. 12,500 -
(Increase) decrease in prepaid and other assets.. (59,379) -
Increase in advance from a customer.............. 16,884 -
Increase (decrease) in indebtedness of related party (114,458) -
 ----------------- -----------------
Net cash used in investing activities............ (144,453) -

CASH FLOWS FROM FINANCING ACTIVITIES:
 Capital contributions........................... 244,860 -
 Issuance of notes and accrued interest.......... 104,516 146,226
 (Decrease) increase in director's loan.......... - 254,155
 ----------------- -----------------
Net cash provided by (used in) financing activities 349,376 400,381
 ----------------- -----------------

Net increase (decrease) in cash.................. (1,095) 27,663

Cash and cash equivalents, beginning............. 2,064 39,432
 ----------------- -----------------
Cash and cash equivalents, ending................ $ 969 $ 67,095
 ================= =================


SUPPLEMENTAL DISCLOSURES ON INTEREST AND INCOME TAXES PAID

Cash paid during year for interest................ $ 79,516 $ 71,251
 =============== ==============
Cash paid during year for taxes................... $ - $ -
 =============== ==============





 See notes to the financial statements

TRB SYSTEMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements December 31, 2008

1. ORGANIZATION AND NATURE OF BUSINESS

TRB Systems International Inc. ("the Company") is a holding company incorporated in Delaware on April 11, 1997. On February 22, 2005, the Company established a new subsidiary, Alenax (Tianjing) Bicycle Corp. ("Alenax") to conduct business in China under the laws of People's Republic of China or PROC. On December 22, 2008, the name of Alenax (Tianjing) Bicycle Corp., was changed to Alenax Parts (Tianjing) Mfr. Corp.

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 December 31, 2008, the Company had cash and cash equivalents totaling $969 as compared to $ 67,095 as of December 31, 2007. As of December 31, 2008, the Company had working capital of $(397,216) compared to a working capital of $(2,898,098) at December 31, 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 $ 6,322,624 from the period of April 11, 1997 (Date of Inception) through December 31, 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) Mfr. 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 six-month period ended December 31, 2008 as compared to $9,573 for the same period ended December 31, 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 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.

 12/31/2008 12/31/2007
 --------------- --------------
Accounts Receivable $ 365,174 $ 270,398
 Less: Allowance for Doubtful Accounts (-0-) (-0-)
 --------------- --------------
 Net Accounts Receivable $ 365,174 $ 270,398
 ============== =============

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 (927,998)
 ----------------
 $ 234,856
 ================

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 December 31, 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 December 31, 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 December 31, 2008 the accounts payable and accrued expenses were $8,554 and $204,364 as of December 31, 2007.

7. NOTES AND INTEREST PAYABLE

Notes payable are unsecured notes to individuals. As of December 31, 2008, the Company had notes payable in the amount of $2,053,856 and accrued interest payable of $864,876. Interest expense attributable to notes payable totaled $79,516 for the six-month period ended December 31, 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 December 31, 2008 the lenders have not exercised their option, management is negotiating an extension on the notes.

9. PENDING SUITS AND JUDGMENT

As of December 31, 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 increased and authorized shares to issue 60,000,000 shares from 30,000,000 shares at $0.001 par value share. As of December 31, 2008 the amount of voting common shares issued and outstanding are 29,319,922 and additional paid in capital of $3,493,050.

11. NET LOSS PER SHARE

Net loss per common share for the years ended December 31, 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 December 31, 2008 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 December 31, 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) Mfr.Corp., which develops, markets, and manufactures a line of NMT product. For the three months ended December 31, 2008 and 2007, the Company had net sales of $3,961 and $63,317, 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, but the Company has not been successful in selling its products. As a result, the Company recently changed its business plan from being a high-end bicycle manufacturer and marketer to being a bicycle part manufacturer. The Company will mainly focus on selling and marketing Uni-Set as a bike part maker. Accordingly, the name of the Company's operating subsidiary, Alenax (Tianjin) Bicycle Corp., was changed to Alenax Parts (Tianjin) Mfr. Corp. on December 22, 2008. However, the Company will also take orders for manufacturing /assembling completed bicycles if customers ask us to do so.

Joong Chen Industrial Co., Ltd, an exercise bicycle maker in Taiwan, recently proposed to the Company and the Company agreed to let Joong Chenn market our product (ALENAX-5100) without formal agreement through their customers in 86 countries. The Company will provide the Uni-Sets to Joong Chenn only.

On the production side, the Company is currently developing inexpensive excise bicycles with Joong Chenn Industrial Co., Ltd. for the CJ Home Shopping of Shanghai and Tianjing, and Shen Yang TV Home Shopping. On the marketing side, the Company is negotiating with three groups in Korea for Korea License and Marketing Agreements.

Results of Operations

For the Three Months Ended December 31, 2008 and 2007

Revenues

For the three months ended December 31, 2008, the Company we had sales of $3,961, as compared to $63,317 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 December 31, 2008 and 2007, our cost of revenues was $2,798 (for the sale of $3,961) and $48,124 (for the sale of $63,317) respectively, approximately 70.6% and 76.0% of the sales.

Operating Costs and Expenses

For the three months ended December 31, 2008, our total operating costs and expenses decreased by approximately 5.1%, from $114,238 in 2007 to $108,410 in 2008. The decrease in operating expenses was largely due to decrease in oversea operating expenses.

Other Income and Expenses

For the quarter ended December 31, 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 $2,040,470, which consisted of $1,969,369 of bad debt expense and $75,125 of interest expense.

Net Loss

Net loss for the three months ended December 31, 2008 and 2007 were $148,318, or $0.01 per share, and $2,154,708, or $0.09 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 December 31, 2008, the Company's cash and cash equivalents balance was $969. For the three months ended December 31, 2008, net cash was used in operating activities of $206,018, largely due to our net loss of $244,737, increase in depreciation expense of $12,500, foreign currency transalation of $23,817, decrease in accounts payable of $13,381, and increase in indebtness of related party of $12,966.

During the three month period, the net cash used in the Company's investing activities was $114,453, mainly due to decrease in indebtness of related party of $114,458 and increase in prepaid and other assets of $59,379. During the same period, the Company's financing activities provided net cash of $349,379, of which $244,860 was due to capital contribution, and $104,516 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 December 31, 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 December 31, 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 December 31, 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

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our principal executive officer and principal financial officer, we evaluated our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), and concluded that our disclosure controls and procedures were effective as of December 31, 2008 to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, and summarized and reported within the time periods specified in SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions as appropriate to allow timely decisions regarding required disclosure.

Inherent Limitations Over Internal Controls

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting.

We have made no change in our internal control over financial reporting during the last fiscal quarter 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

On November 5, 2008, the Company held its 2008 Annual Meeting of Stockholders in Tianjin, China.

At the meeting, Byung D. Yim, August Rheem and Alen J. Moon were elected as the Company's directors to serve until their successors are elected and qualified or their earlier resignation or removal.

At the 2008 Annual Meeting of Stockholders, the stockholders approved (1) an amendment to the Articles of Incorporation increasing the number of shares of common stock that we are authorized to issue to 60,000,000 shares from 30,000,000 shares and confirming the par value per share of $0.001amd (2) the selection of the independent auditors for 2008-2009.

At the 2008 Annual Meeting of Stockholders, the stockholders approved an amendment to the Bylaws, as follows:

(a) Approving an amendment to Section 2.9 of the bylaws of the Company authorizing the holders a majority of the issued and outstanding shares of common stock to approve actions and transactions by written consent, as permitted by the Delaware General Corporation Law.

(b) Approving an amendment of Section 2.04 and Section 5.1 of the bylaws of the Company changing the required minimum notice period for meetings of stockholders and directors to 15 days from 10 days and deleting the requirement that such notices be sent by airmail when the address of the recipient is more than 200 kilometers (124.3 miles) distant.

(c) Approving an amendment to Section 10.1 the bylaws of the Company authorizing the Board of Directors of the Company to amend the bylaws in whole or in part from time to time without the approval or ratification by the holders of a majority of the issued and outstanding shares of common stock, provided that the Board of Directors shall not be authorized to change or amend any part of the bylaws which have been adopted or approved by the holders of more than two-thirds of the issued and outstanding shares of common stock.

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: February 11, 2009

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