SecProbe.io

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Mail Stop 0305
      February 8, 2005

Via Facsimile and U.S. Mail (888) 872-2400

Byung Yim
Chief Executive Officer and Chief Financial Officer
TRB Systems International, Inc.
21 Hutton Avenue
Suite 3
West Orange, New Jersey  07039

	RE:	Form 10-K for the fiscal year ended June 30, 2004
		Form 10-Q for the period ended September 30, 2004
		  File No. 333-07247
		  Filed December 6, 2004

Dear Mr. Yim:

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to the financial
statements and related disclosures included within these
documents.
Understand that the purpose of our review process is to assist you
in
your compliance with the applicable disclosure requirements and to
enhance the overall disclosure in your filings.

      Please expand or revise your disclosure as requested.  If
you
disagree, we will consider your explanation as to why our comments
are inapplicable or a revision is unnecessary.  In some of our
comments, we may ask you to provide us with additional information
so
we may better understand your disclosure.  Please be as detailed
as
necessary in your explanations.  We look forward to working with
you
in these respects and welcome any questions you may have about any
aspects of our review.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 10

1. We note revenue derived from distributor fees in the fiscal
years
ended 2004, 2003, and prior.  It is not clear as to the nature of
these revenues.  It appears that this revenue was derived from the
use of the TPS license by a third party.  Please provide a
complete
description of the nature of this revenue, as well as how this
information relates to the table provided on page F-8.

Liquidity, page 11

2. We note that you believe your available cash and cash
equivalents,
in combination with additional license and distributor payments,
will
be sufficient to meet your anticipated capital requirements;
however,
we also note that you have outstanding amounts due that you are
unable to pay within a one-year period.  Please discuss liquidity
on
a short-term and long-term basis, including addressing the above
inconsistency.  See Item 303 of Regulation S-B.

3. We note on page 10 that you are negotiating with one of the top
three bicycle makers in China for the acquisition of a bicycle
manufacturer as well as looking into purchasing "The Flying Pigeon
Bicycle Co., Ltd."  Please discuss this expected use of resources
in
your liquidity section.  Also, discuss how these acquisitions are
expected to impact your business plan, including the anticipated
impact of unsuccessful financing negotiations.

4. We note that you have $769,129 of notes payable outstanding as
of
June 30, 2004.  Please revise to discuss these amounts, including
the
terms of the notes as well as your ability to repay these amounts.

Independent Auditor`s Report, page F-1

5. The auditor`s report states that the consolidated balance sheet
as
of June 30, 2003, and the related statement of operations,
stockholders` equity (deficit), and cash flows for the year then
ended, were audited by other auditors.  Since your current
accountants make reference to another accountant`s report, the
separate report of the other accountant must also be included in
the
filing.  Please amend to include the other auditor`s report.  See
AU
Section 500 of the statements on auditing standards.

6. The independent auditor`s report should indicate the city and
state where the report has been issued.  The report included in
your
financial statements has the address of the accountants, and the
states in which they are licensed; however, it is not clear as to
the
location the report was issued.  Please revise.  See Rule 2 of
Regulation S-X.

Consolidated Balance Sheets, page F-2

7. We note that you have over two years worth of revenue in
accounts
receivable, which appears to indicate that either your revenue
recognition policy is inappropriate or that your accounts
receivable
is uncollectible.  Revenue cannot be recognized when
collectibility
is not reasonably assured.  Refer to SAB 104.  Please either write
off your entire accounts receivable balance to bad debt, or
reverse
previously recognized revenue equal to the amount of accounts
receivable that is recorded in your financial statements.  If you
chose to write off the accounts receivable, explain why the
initial
revenue recognition was appropriate.

8. Provide an allowance for your entire deferred tax asset.
Deferred
tax assets must be reduced by a valuation allowance, if, based on
the
weight of available evidence, it is more likely than not that the
deferred tax assets will not be realized.  Refer to paragraph
17(e)
of SFAS 109.

Note 2: Summary of Significant Accounting Policies, page F-6
Inventory, page F-7

9. We note that you began selling your bicycles in 1999; however,
since fiscal 2002, no revenue has been derived from the sale of
these
products.  We also note that you have approximately $88,000 in
inventory as of June 30, 2004.  Please tell us whether this
balance
represents your newly designed line or older products leftover
from
your previous sales efforts.  On page 7 you discuss a relationship
you were pursuing with a manufacturer.  As it appears that
production
had not yet begun with your manufacturer, Kun Teng Industries,
Inc.,
as of June 30, 2004, it appears that the inventory represents the
latter.  Please tell us what consideration has been given to
writing
off this inventory, and specifically why you believe these
products
have value.

Intangible Assets, page F-8

10. You have capitalized organization costs as an intangible
asset.
Pursuant to SOP 98-5 these costs should be expensed as incurred.
Please revise.

Revenue Recognition, page F-8

11. We note that you recognize revenue associated with license and
distributor fees according to the terms of each agreement.  This
accounting policy is very vague.  Please describe the types of
agreements you enter into, and include for each type, a
description
of your revenue recognition policy, including what must occur for
you
to recognize revenue.

Note 6: Related Parties, page F-10

12. Confirm that the $200,000 payment is recorded as a liability
on
your balance sheet.  You state that the payment has been deferred,
which appears to indicate that the amount is currently owed to ABL
Properties.  If the amount is not recorded in your financial
statements, clearly disclose the basis for your accounting.

Note 8: Notes Payable, page F-11

13. You are in default on two of your notes totaling $165,000.
Please disclose the consequences of being in default on these
loans,
and tell us whether you have subsequently paid these amounts off
as
we note that you intended on making payment in December 2004.

Note 10: Pending Suits and Judgment, page F-11

14. We note that you have classified the amounts due relating to
judgments against the company as long-term debt since you believe
you
are not in the financial position to pay these amounts within a
one-
year period.  Paragraph 7 of Chapter 3 of ARB 43 states the
current
liability classification is intended to include obligations that,
by
their terms, are due on demand or will be due on demand within one
year from the balance sheet date, even though liquidation may be
not
expected within that period.  Please classify this liability in
the
current liability section of your balance sheet.

Note 16: Subsequent Event, page F-12

15. The note receivable for $24,917 was due on June 30, 2004;
however
you have granted additional time for payment because you have
become
aware that the borrower is in financial difficulty.  Please tell
us
what consideration has been given to recording an allowance for
this
amount for uncollectibility.  If no amount has been recorded, tell
us
why you believe this loan to be fully collectible.

FORM 10-QSB FOR THE PERIOD ENDED SEPTEMBER 30, 2004

16. Please file your Form 10-QSB for the period ended September
30,
2004.

Other

17. We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

      In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

*    *    *    *

      Please file your response to our comments via EDGAR within
fifteen business days from the date of this letter.  Please
understand that we may have additional comments after reviewing
your
response.  You may contact Theresa Messinese at 202-942-1785 or
the
undersigned at 202-942-1907 with any questions.

								Sincerely,

								Michael Fay
								Branch Chief

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Mr. Yim
TRB Systems International, Inc.
February 8, 2005
Page 5

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