UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 2000.
OR
[] TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from.......... to..........
File Number: 333-07242
TRB SYSTEMS INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-3522572
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5N REGENT STREET, Suite 515 LIVINGSTON, NEW JERSEY 07039
(Address of principal executive offices) (Zip Code)
(201) 994-4488
(Registrant's telephone number, including area code)
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) had been subject to such filing requirements for the past 90 days.
[X] YES [ ] NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by
Sections 12, 13, or 15(d) of the Securities exchange Act of 1934.
[ ] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS:
There were 15,306,342 shares of common stock outstanding having a par
value of $0.001 per share as of September 30, 2000.
<PAGE> 1
INDEX
Page Number
Part I Financial Information
Item 1. Auditor's Review Statement 3
Consolidated Balance Sheet, as of September 30, 1999
and September 30, 2000 4
Consolidated Statement of Operations for the quarter ended
September 30, 1999 and September 30, 2000 5&6
Consolidated Statement of Stockholders'
Equity for September 30, 1999 and September 30, 2000 7
Consolidated Statement of Cash Flow for the quarter ended
September 30, 1999 and September 30, 2000 8
Notes to Financial Statements 9-14
Item 2. Management Discussion and Analysis of
Financial Conditions and Results of
Operations 15
Part II Other Information 18
<PAGE> 2
5 Independence Way, Suite 300 Direct)201-681-7475
Princeton Corporate Center Fax) 815-846-7550
Princeton, NJ 08540 e-mail) [email protected]
INDEPENDENT REVIEW REPORT
To the Board of Directors and
Shareholders of TRB Systems International, Inc.
Roseland, New Jersey
We have reviewed the accompanying consolidated balance sheets of TRB
Systems International, Inc. as of September 30, 2000 and 1999, the related
consolidated statements of operations and retained earnings, the
consolidated statements of stockholders' equity, and the consolidated
statement of cash flows for the three month periods then ended in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.
All information included in these financial statements is the
representation of the management of TRB Systems International, Inc.
A review consists principally of inquiries of Company personnel and
analytical procedures applied to financial data. It is substantially
less in scope than an examination in accordance with generally accepted
auditing standards, the objective of which is the expression of an
opinion regarding the financial statements as a whole. Accordingly,
we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements in order
to be in conformity with generally accepted accounting principles.
_______________________
Stan J.H. Lee & Co., CPAs
November 7, 2000
Fort Lee, NJ
<PAGE> 3
TRB SYSTEMS INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999
09/30/00 09/30/99
ASSETS
CURRENT ASSETS:
Cash $ 1,125 $ 14,546
Accounts Receivable (Note 4) - 1,323,450
License & Distributorship-
Fees Receivable 1,400,000 -
Inventories 21,002 21,002
Deferred Tax Assets - 133,507
1,422,127 1,492,505
OTHER ASSETS:
Investment in equity in a
closely held company (Note 5) 1,080,000 -
Prepaid Expenses (Note 6) 25,633 28,117
Property & Equipment-net (Note 7) 419,875 675,820
Organization Costs,net - 6,389
Security Deposits 1,043 1,043
Patents 10,874 -
License and Distributorship-
Fees Receivable 515,000 -
2,052,425 711,369
TOTAL ASSETS $3,474,552 $2,203,874
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses (Note 8) $ 384,484 328,818
Bank Overdraft 3,312 -
Loan Payable 260,700 395,289
Corporation Income Tax Payable 200 400
Deferred Tax Liabilities (Note 9) 161,001 -
Unearned Consulting Revenue 75,650 -
885,347 725,582
LONG-TERM LIABILITIES:
Director's Loan (Note 10) 164,109 165,815
Loans from Individuals 439,062 75,510
Auto Loan - 9,074
603,171 250,399
STOCKHOLDERS' EQUITY:
Common Stock, $.001 Par-Value 30,000,000
Shares authorized (Note 11) $ 13,074 $ 12,016
Additional Paid-in-Capital 2,199,365 2,018,515
Retained Earnings (Deficit) (226,406) (802,638)
1,986,034 1,227,893
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY: $3,474,552 $2,203,874
See Accompanying Notes which are an Integral Part of
the Financial Statements.
<PAGE> 4
TRB SYSTEMS INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) AND DEFICIT
FOR THE THREE MONTH PERIODS ENDED
SEPTEMBER 30, 2000, AND SEPTEMBER 30, 1999
09/30/00 09/30/99
REVENUES FROM PRODUCT SALES $ - $ -
COST OF GOODS SOLD - -
GROSS PROFIT - -
Consulting Revenue 263,850 -
LICENSE AND DISTRIBUTOR FEES (Note 4) 30,000 -
293,850 -
OPERATING EXPENSES:
Advertising - 190
Amortization Expenses - 6,293
Auto Expense (Note 12) 2,339 1,171
Bank Charges 594 978
Communication 3,290 1,531
Consulting 6,500 -
Contribution - 150
Depreciation 33,484 26,534
Employees Salaries 15,000 6,448
Gifts 1,365 -
Meals & Entertainment 3,588 -
Miscellaneous Expenses 404 559
Office Expense 609 1,518
Oversea Operating Expense 3,000 5,000
Payroll Taxes - 677
Postage 1,189 397
Professional Fees 9,924 2,814
Promotion Expenses - 416
Rents (Note 13) 6,250 7,950
Research and Development - -
Shipping & Delivery - 735
Stock Issuance and Transfer Service 1,200 -
Supplies 503 98
Travel 3,910 5,412
Utilities 112 -
93,261 68,871
See Accompanying Notes which are an Integral Part of
the Financial Statements.
<PAGE> 5
TRB SYSTEMS INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) AND DEFICIT
FOR THE THREE MONTH PERIODS ENDED
SEPTEMBER 30, 2000, AND SEPTEMBER 30, 1999
09/30/00 09/30/99
INCOME (LOSS) FROM OPERATIONS BEFORE
OTHER INCOME AND INCOME TAX
EXPENSES 200,589 (68,871)
OTHER INCOME AND EXPENSE:
Dividend Income - 9
Interest Expense - -
INCOME (LOSS) BEFORE INCOME TAXES 200,589 (68,862)
Income Tax Expenses:
Income Tax Expense -
Deferred Income Taxes - -
Current Income Taxes - -
NET INCOME (Loss) 200,589 (68,862)
ACCUMULATED DEFICIT,
at Beginning (426,995) (733,776)
ACCUMULATED DEFICIT, $(226,406) $ (802,638)
at End
Earnings (Loss) per
Share (Note 14) $ 0.013 (0.006)
See Accompanying Notes which are an Integral Part of
the Financial Statements.
<PAGE> 6
TRB SYSTEMS INTERNATIONAL INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTH PERIODS ENDED
SEPTEMBER 30, 2000 AND SEPTEMBER 31, 1999
(Note 14)
RETAINED TOTAL
CAPITAL STOCKS EARNINGS STOCKHOLDERS'
NUMBER OF SHARES AMOUNT (DEFICITS) EQUITY
BEGINNING
BALANCE
AS OF 06/30/99 11,926,646 $1,828,474 ($733,776) $1,094,698
Shares issued
between 06/30/99
and 09/30/99 90,000 202,057 - 202,057
Net Income (Loss) - - (68,862) (68,862)
Balance as of
09/30/99 12,015,646 $2,030,531 $(802,638) $1,227,893
BALANCE
AS OF 06/30/00 15,306,342 $2,212,440 ($426,995)$1,786,445
Shares Issued
between 09/30/99
and 09/30/00 - - - -
Net Income (Loss) - - 200,589 200,589
Balance as of
09/30/00 15,306,342 $2,212,440 $(226,406)$1,988,034
See Accompanying Notes which are an Integral Part of
the Financial Statements.
<PAGE> 8
TRB SYSTEMS INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTH PERIODS ENDED
SEPTEMBER 30, 2000, AND SEPTEMBER 30, 1999
09/30/00 09/30/99
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Profit (Loss) $ 200,589 $ (68,862)
Noncash item included in
Net Income (Loss) 33,484 47,604
Decrease (Increase) in Acct's
Receivable - -
Decrease (Increase)
in Inventory - -
Increase (Decrease) in Acct's
Payable and Other Payables 20,875 (15,140)
Increase (Decrease) in
Unearned Consulting Revenue (263,850) -
Increase (Decrease) in
Deferred Tax Liabilities (12,565) -
(21,467) (36,398)
CASH FLOWS FROM
INVESTING ACTIVITIES:
Reduction in Prepaid Expenses - (1,937)
Purchase of Property and
Equipment - (145,762)
Investment in equity in a
Closely Held-Company - -
(147,699)
CASH FLOW FROM
FINANCING ACTIVITIES:
Bank Overdraft 3,312 -
Payment of Auto Loans (8,174) (1,171)
Loans from Individuals 9,850 -
Reduction of Director's
Loan (2,243)
Issuance of Common Stock - 202,057
Loans Payable
4,988 198,643
Net Increase (Decrease)
in Balance of Cash (16,479) 14,546
Cash at Beginning of Period 17,604 -
Cash at End of Period $ 1,125 $ 14,546
See Accompanying Notes which are an Integral Part of
the Financial Statements.
<PAGE> 9
TRB SYSTEMS INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED ON SEPTEMBER 30, 2000 AND 1999
1. Incorporation and Business Activity
TRB Systems International Inc., a Delaware corporation, incorporated on
April 11, 1997, is a holding company whose only asset is 100% of voting
common stocks 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. is in the business of manufacturing, distributing, and
selling bicycle, fitness, and motorized two wheel transportation products.
Currently all operations are run from the head office facilities in
Livingston, New Jersey.
2. Summary of Significant Accounting Policies
a) Principles of Consolidations
TRB Systems Inc., the only subsidiary of TRB Systems International Inc.
has been included in the consolidated financial statements, as it is the
operating entity, with TRB Systems International, Inc. a non-operating
holding company.
In accordance with the reverse takeover method of accounting, as referred
to in Note 3, these consolidated financial statements of the Company
include the accounts of TRB Systems International, Inc. together
with the results of TRB Systems Inc. for the three month periods
ended September 30, 2000 and September 30, 1999.
b) Revenue and Expense Recognition
The Company prepares its financial statements on the accrual accounting
basis. Consequently, certain revenue and related assets are recognized
when earned rather than when received, and certain expenses are
recognized when the obligation is incurred or the asset consumed,
rather than when paid.
c) Accounting Method
The Company recognizes income and expenses on accrual basis.
d) Depreciation
Depreciation is computed by using the straight-line method for
financial reporting purposes and the modified accelerated cost
recovery method for federal income tax purposes.
e) Income Taxes
Income taxes are provided for the tax effects of transactions reported
in the financial statements and consist of taxes currently due plus
deferred taxes related primarily to differences between the bases of
certain assets and liabilities for financial and tax reporting. The
deferred taxes represent the future tax return consequences of those
differences, which will either be taxable when the assets and liabilities
are recovered or settled.
See Accompanying Auditor's Report, which is an Integral Part of
Financial Statements.
<PAGE> 10
TRB SYSTEMS INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED ON SEPTEMBER 30, 2000 AND 1999
2. Summary of Significant Accounting Policies - Continued
f) 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.
g) 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.
h) Reclassifications
Certain accounts in the prior-year financial statements have been
reclassified for comparative purposes to conform with the presentation
in the current-year financial statements.
i) Property and Equipment
Property and equipment are carried at cost. Depreciation of property
and equipment is provided 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. Expenditures for major
renewals and betterment that extend the useful lives of property and
equipment are capitalized. Expenditures for maintenance and repairs are
charged to expense as incurred.
j) Inventories
Inventories are stated at the lower of cost (determined on the
first-in, first-out basis) or market.
3. Business Combination
Pursuant to an Agreement dated April 18, 1997 and effective on that
date, TRB Systems International, Inc. issued 9,750,000 common shares
in exchange for all outstanding shares in the capital of TRB Systems
Inc. As a result of this transaction, control of the combined companies
passed to the former shareholders of TRB Systems Inc.
See Accompanying Auditor's Report, which is an Integral Part of
Financial Statements.
<PAGE> 11
TRB SYSTEMS INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED ON SEPTEMBER 30, 2000 AND 1999
This business combination situation is referred to as a "Reverse
Takeover". Legally, TRB Systems International Inc. is the parent or
continuing corporation; however, Generally Accepted Accounting
Principles require that the former shareholders of TRB Systems Inc.
be identified as the acquirer and that TRB Systems International Inc.
be treated as the acquired company. Accordingly, control of the assets
and business of TRB Systems International Inc. has been acquired by
TRB Systems Inc. in consideration for the issuance of common shares.
4. Accounts Receivable
Accounts Receivable reflect the non-cash portion of Licensing and
Distributorship agreements totaling $1,323,450 from the Ivory Coast,
Tanzania, Benin/Nigeria, Vietnam, India, Massachusetts, Maryland,
Delaware, Orange County, California and Brazil.
The licenses are for three years duration with automatic renewals
so long as minimum loyalties are paid and by agreement with all
licenses, the effective date of each contract was January 1, 1998.
The contracts call for an ongoing royalty payment of 6% in the first
year, and 4 % thereafter, with a minimum royalty payment per year as
set out in the following table:
1st Year 2nd Year 3rd Year
Country Min. Royalties Min. Royalties Min. Royalties
India $1,000,000 $ 220,000 $ 350,000
Benin/Nigeria $ 15,000 $ 25,000 $ 4,000
Ivory Coast $ 10,000 $ 10,000 $ 10,000
Tanzania $ 10,000 $ 20,000 $ 30,000
Vietnam $ 10,000 $ 20,000 $ 30,000
Brazil $ 50,000 $ 100,000 $ 200,000
5. Investment in Equity in a Closely-Held Company
TRB entered into a consulting agreement with Kimvision.com, Inc.
whereby TRB was paid in shares in the Company. The book value of the
shares was equal to the contract payments due. TRB is informed that
Kimvision plans to become a public entity trading on a public exchange,
which will make the holdings marketable securities, although the
marketability of the shares will depend upon market conditions.
It is anticipated that the market for the shares will be a restricted
market or that for some time no market will exist.
See Accompanying Auditor's Report, which is an Integral Part of
Financial Statements.
<PAGE> 12
TRB SYSTEMS INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED ON SEPTEMBER 30, 2000 AND 1999
6. Prepaid Expenses
ABL Properties, wholly owned by Byung Yim, President and CEO of the
Company, and under common control with the Company, owns the patents
which are exclusively licensed to TRB Systems Inc. (TRB) for the
worldwide manufacture and sale of the Transfer Power Systems (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. It was agreed between ABL and the Company that the
$200,000 would be deferred until the Company had suitable cash flow
to meet its current needs, or March 1, 1999, whichever date was later.
Any cost incurred by TRB Systems Inc. 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.
7. Property and Equipment
Office Equipment $ 6,725
Tools and Machinery 79,321
Automobile 34,000
Moldings 539,062
Booth for Show 137,470
Informational tapes and other promotional materials 50,000
846,128
Less) Accumulated Depreciation (426,253)
$ 419,875
The Purchase of the property and expenses except the office equipment,
booth, $39,000 in molds and automobile were from Marn Seol, a long
time employee of TRB in Taiwan and was thus non-arms length. As a result,
on October 2, 1999, the property was purchased for book value in the
sum of $559,000, which was paid for by the issuance of 500,000 shares
of the company to Marn Seol, said shares restricted and subject to
Rule 144.
8. Accounts Payable and Accrued Expenses
The 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 filing and
registration of patents, and are amortized over a sixty-month period.
9. Operating Loss Carry-forwards
The Company has loss carry-forwards, which is expected to offset in
its entirety this year's taxable income.
See Accompanying Auditor's Report, which is an Integral Part of
Financial Statements.
<PAGE> 13
TRB SYSTEMS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED ON SEPTEMBER 30, 2000 AND 1999
10. Director's Loans
The loans payable to a director and loans from individuals are unsecured,
non-interest bearing with non-set terms of repayment. They will be
restricted as the company has surplus funds to repay these loans.
11. Common Stocks
The Company is authorized to issue 30,000,000 at $0.001 par value share,
and, as of September 30, 2000, 15,306,342 voting common shares are
issued and outstanding.
12. Related Party Transaction
The Company has a policy of providing executives with a Company-owned
automobile. The amount of related expenses for business purposes was
$2,339 and $1,171, for the three month periods ended September 30,
2000 and September 30, 1999.
There were no other significant non arm's-length basis transactions
between the Company and any related party during the periods.
13. Description of Leasing Arrangements
The Company leases its executive office facilities under non-cancelable
short-term operating leases. The future minimum lease payments required
under the leases are minimal and immaterial in amount.
14. Earnings Per Shares
Earnings (loss) per share are calculated using the weighted-average
number of common shares outstanding and common shares equivalents.
The average number of shares outstanding under these assumptions would
be 15,306,342 as of September 30, 2000 and 12,015,646 as of September
30, 1999.
See Accompanying Auditor's Report, which is an Integral Part of
Financial Statements.
<PAGE> 14
PART I
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis relate to factors which have affected
the financial condition and results of operations of the Company for its
quarter ended September 30, 2000.
On April 18, 1997 the Company purchased 100% of all the outstanding shares
of TRB, as fully described in Other Information, below. TRB Systems Inc.
is a Delaware corporation, formed in April 1994, to market and manufacture,
worldwide, the Transbar Power System (TPS) technology and its applications
to the bicycle, exercycle, electric bicycle and wheelchair.
TRB's technology allows users to engage in a biomechanically correct
exercise without the trauma associated with many alternate forms of
exercise. Orthopedic doctors and physical therapists have prescribed the
TPS bike for patients because of the variable stroke, non-impact motion
it provides. TRB's products are also appealing to older consumers and TRB
is well positioned to benefit from the aging of the U.S. population.
The TPS motion provides older consumers with an exercise that is
cardiovascular and anaerobic, while at the same time is safe and gentle.
Discussion of Financial Information
TRB is the active operating entity, producing, marketing, manufacturing, and
supporting the products of the Company. The Company has no active income
save for the activities of TRB. Therefore, the financial information
regarding the parent company and its subsidiary are presented on a
consolidated basis.
TRB emerged from being a development stage company to an active operating
company on July 1, 1998. During the current operating quarter,
the Company had no sales as it was re-engineering its products to produce
better and stronger bicycles. It is anticipated that sales in excess of
$300,000 will be recorded in the next two quarters in filling outstanding
purchase orders. The Company did receive consulting revenues in the sum of
$300,000 for promotional work for a Korean Company. This can be compared to
$0.00 in sales for the quarter ended September 30, 1999.
Total operating expenses were $93,261 for the quarter ended September 30,
2000, as compared to $68,871 for the period ended September 30, 1999. In
the first Quarter of 1999 the major expenses were depreciation and amortization,
and salaries. In the first quarter of 2000, the ratio of expenses to total
expenses remained constant.
<PAGE> 15
The cash and investment certificate position of the Company was $1,125 on
September 30, 2000 as compared to $14,546 on September 30, 1999.
Current assets, as a whole, decreased by about 3%, from $1,422,127 on
September 30, 1999 to $1,492,505 on September 30, 2000.
Liquidity
Management believes that the Company has the cash funds and necessary
liquidity to meet the needs of the company over the next year, assuming
sales and development efforts conform to the standards historically set
(See Note 4 to Financial Statements for minimum sales/royalty figures).
To fully maximize the potential presented by the TPS technology, management
believes that approximately $10,000,000 will need to be raised. The funds
will be primarily used to increase the marketing effort and for the
production of marketing material, to maintain domestic inventory levels,
as well as for the continued development of the TPS technology. It is
felt that the money would be utilized over a three year period. In the
event only part of the funds are raised, then it will be allocated to
marketing and to stockpiling inventory to meet anticipated domestic demand.
The money will likely be raised through private placements of shares.
In the event the funds are not raised, TRB will continue with
its sales activities, and, management believes, meet its liquidity demands.
The funds, as noted above, are for increased activity and sales, not for
primary liquidity demands.
Current Plans
TRB System International announced in the first quarter that it had signed
an exclusive license agreement with Tianjin Fushida Bicycle Co. ltd. to
market and distribute TRB's electric bike and a new dual motion outdoor
bicycle, which allows rider to use the TRB's natural motion or the
traditional circular pedaling motion with a flip of a switch on the handle
bar. The dual action motion is being manufactured by Tianjin Fushida Group
and will be available for both domestic and export to United States at the
end of this quarter.
On July 5, 2000, TRB Systems International reached an exclusive sales and
marketing agreement with the Nankai Trading Company, Sakai-City, Japan.
Japan is the fourth largest bicycle market in the world. The license fee
will total $ 1.25 million and be paid within twelve months of production.
A tentative agreement in principles has been reached between Tiajin Fushida
Group and TRB International to form a wholly owned subsidiary, TRB Systems
China to market all TRB Systems products in China. TRB Systems China to
market all TRB System products in China. TRB International will own 51 %
and Tiajin Fushida Group will own 49 %.
Nissho Iwai American Corporation, a subsidiary of its parent company Nissho
Iwai of Japan and TRB Systems International are in tentative talks to have
Nissho Iwai sell TRB's product through a number of United States sales
channel such as Wal-Mart and Sam's Club.
TRB's electric bike has been slow to reach the market place due to biomechanic
design problems. These problems have been rectified and confirmed by our
latest test market results enabling us to proceed with production and a
market launch in the Untied States late next year.
TRB Systems International continues to improve operations and has completed
the working prototype of TRB's Kinesio first therapeutic and fitness products.
The Kinesio HR, the home model is scheduled for the market place in third
quarter ( January 1 - March 31, 2001)
<PAGE> 16
PART II
Item 1. Legal Proceedings
There exists 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 appears premature, and has been settled as of this date for the issue
of shares and payment of cash in the sum of $5,000 per month as against the
debt, in the total sum of $190,000. The matter is still
before the Courts, and management feels it will have settled the case
in the next fiscal quarter, without substantial impact upon the Company
and its cash flow.
Item 2. Changes in Securities
NONE
Item 3. Defaults Upon Senior Securities
NONE
Item 4. Submission of Matters to a Vote of Security Holders
NONE
<PAGE> 17
Item 5. Other Information
Acquisition of TRB
On April 18, 1997, in exchange for 9,750,000 shares in the common stock of
Company, 100% of the stock in TRB was sold by Motion Plus International
Corporation, a Delaware Corporation, its owner, to the Company. Motion Plus
International is a holding company, 20% of whose shares are owned by Byung
Yim, President and CEO of the Company. Mr. Yim's children, Alexander B.
Yim (age-21) and Lena B. Yim (age-19), hold 39% interest in MPI each, with
the remaining 2% held by Hee J. Yim.
Item 6. Exhibits and Reports on Form 8-K
23.1 Consent of Auditors for including Review Report page 22
27 Financial Data Schedule
99.1 Registration Statement on Form SB-2, Filed
with the Commission on July 27, 1998, and declared
effective August 12, 1998
<PAGE> 19
The Registration Statement is incorporated herein by reference, as are the
Exhibits thereto, also duly filed on July 27, 1998.
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/s/
Byung Yim, President and Director
(Principal Executive Officer)
Date: November 15, 2000.
Pursuant to the requirements of the Securities Exchange Act of 1934, This
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
TRB SYSTEMS INTERNATIONAL INC.
By /s/BYUNG YIM/s/
Byung Yim, President and Director
(Principal Executive Officer)
Date: November 15, 2000.
<PAGE> 20
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SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report
On
Form 10-Q
TRB Systems International Inc.
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EXHIBITS
====================================================================
November 15, 2000
<PAGE> 21
