8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 15, 2008

TRIO-TECH INTERNATIONAL

(Exact Name of Registrant as Specified in Its Charter)

California

(State or Other Jurisdiction of Incorporation)

1-14523	95-2086631
(Commission File Number)	(I.R.S. Employer
	Identification Number)
16139 Wyandotte, Van Nuys, California	91406
(Address of principle executive offices)	(Zip Code)

(818) 787-7000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On May 15, 2008, Trio-Tech International issued a press release announcing its financial results for the fiscal quarter ended March 31, 2008.  A copy of the press release is attached as Exhibit 99.1.

The information in this Current Report, including the exhibit hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section.  The information in this Current Report, including the exhibit hereto, shall not be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits

99.1           Press release of Trio Tech International dated May 15, 2008

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TRIO-TECH INTERNATIONAL
Date:  May 16, 2008	By:	/s/ VICTOR H.M. TING
		Victor H.M. Ting
		Vice President and Chief Financial Officer
		(Principal Financial Officer)

2

EXHIBIT INDEX

Exhibit Number                       Description

99.1                                           Press release of Trio Tech International dated May 15, 2008

 3

EX-99.1 CHARTER

		LOS ANGELES SINGAPORE SELANGOR PENANG BANGKOK SUZHOU SHANGHAI
FOR IMMEDIATE RELEASE	Company Contact:   Investor Contact:  A. Charles Wilson     Berkman Associates Chairman    (310) 826-5051  (818) 787-700    info@BerkmanAssociates.com

Trio-Tech Reports Third Quarter and Nine Months Results

Van Nuys, CA -- May 15, 2008 -- Trio-Tech International (AMEX:TRT) today announced financial results for the third quarter and first nine months of fiscal 2008.

Third Quarter Results

For the three months ended March 31, 2008, revenue decreased to $8,455,000 compared to $13,613,000 for the third quarter of fiscal 2007, primarily the result of the previously announced phase-out during this year's third quarter of a semiconductor burn-in program provided for a customer from Trio-Tech's facilities in Singapore and China.  Revenue in the Company's testing segment decreased to $3,973,000 compared to $6,348,000 for last year's third quarter, and products revenue decreased to $4,482,000 compared to $7,265,000 for the prior year.

The net loss for this year's third quarter was $1,411,000, or $0.44 per share, which included an impairment loss of $441,000 primarily related to the phase-out of the burn-in program and non-cash, stock-related compensation expense of $32,000.  For the third quarter of fiscal 2007, net income was $1,081,000, or $0.33 per diluted share, which included non-cash, stock-related compensation expense of $1,000.

"We have taken aggressive steps to reduce our costs in view of the sudden phase-out of a significant burn-in program, including headcount reductions, cuts in executive salaries and other cuts, which will be reflected in our cost structure beginning in the fourth quarter," said Chief Executive Officer S.W. Yong.  "At the same time, our efforts to win new business with existing and new customers are meeting with some success, which is another encouraging sign for the future.  With our solid balance sheet and experienced management team, we are confident that Trio-Tech will deliver improved operating results in the near future."

Balance Sheet Highlights

As of March 31, 2008, cash and cash equivalents were $14,300,000, working capital was $16,503,000, and shareholders' equity was $22,652,000, or approximately $7.02 per outstanding share.  As of June 30, 2007, cash and cash equivalents were $14,950,000, working capital was $16,445,000, and shareholders' equity was $21,434,000, or approximately $6.64 per outstanding share.

(more)

14731 Califa Street, Van Nuys, CA 91411,  USA  ●  TEL:  (818) 787-7000  ●  FAX  (818) 787-9130

Trio-Tech Reports Third Quarter and Nine Months Results

May 15, 2008

Page Two

Nine Months Results

For the nine months ended March 31, 2008, revenue decreased to $33,376,000 compared to $37,556,000 for the first nine months of fiscal 2007.  Testing service revenue decreased to $15,186,000 compared to $15,519,000 for the prior year, and product revenue decreased to $18,190,000 compared to $22,037,000.

The net loss for the first nine months of fiscal 2008 was $495,000, or $0.15 per share, which included an impairment loss of $457,000 and non-cash, stock-related compensation expense of $390,000.  For the first nine months of fiscal 2007, net income was $2,636,000, or $0.82 per diluted share, which included non-cash, stock-related compensation expense of $4,000.

About Trio-Tech

Founded in 1958, Trio-Tech International provides third-party semiconductor testing and burn-in services primarily through its laboratories in Southeast Asia.  Headquartered in Van Nuys, California, the Company also designs, manufactures and markets equipment and systems used in the testing and production of semiconductors, and distributes semiconductor processing and testing equipment manufactured by others.  For further information or to request quotations for any of Trio-Tech's complete line of semiconductor test equipment, please visit the Company's Web site at www.triotech.com.

Forward-Looking Statements

This press release contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements are based on current expectations, estimates and projections about the Company's business based, in part, on assumptions made by management.  These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict.  Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and the following:  the effectiveness of the cost reduction initiatives undertaken by the Company, changes in demand for the Company's products, product mix, the timing of customer orders and deliveries, the impact of competitive products and pricing, excess or shortage of production capacity, and other risks discussed from time to time in the Company's Securities and Exchange Commission filings and reports.  In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions.  Such forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.

(tables attached)

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

UNAUDITED (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)

	Nine Months Ended						Three Months Ended
	March 31,						March 31,
	2008			2007			2008			2007
Revenue
Products	$	18,190		$	22,037		$	4,482		$	7,265
Services		15,186			15,519			3,973			6,348
		33,376			37,556			8,455			13,613
Cost of Sales
Cost of products sold		15,716			18,480			4,248			6,019
Cost of services rendered		10,014			9,655			2,798			3,997
		25,730			28,135			7,046			10,016
Gross Margin		7,646			9,421			1,409			3,597
Operating Expenses
General and administrative		6,144			5,121			2,075			1,971
Selling		466			660			189			262
Research and development		45			52			7			18
Impairment Loss		457			174			441			2
Loss on disposal of property, plant & equipment		11			--			11			--
Total operating expenses		7,123			6,007			2,723			2,253
Income (Loss ) from Operations		523			3,414			(1,314	)		1,344
Other Income (Expenses)
Interest expense		(257	)		(119	)		(93	)		(53	)
Other income (expenses)		(224	)		155			(33	)		45
Total other (expenses) income		(481	)		36			(126	)		(8	)
Income (Loss) Before Income Taxes		42			3,450			(1,440	)		1,336
Income Tax Provision		268			717			(46	)		239
Income (Loss) Before Minority Interest		(226	)		2,733			(1,394	)		1,097
Minority interest		(269	)		(97	)		(17	)		(16	)
Net Income (Loss) Attributable to Common Shares	$	(495	)	$	2,636		$	(1,411	)	$	1,081
Basic earnings (loss) per share	$	(0.15	)	$	0.82		$	(0.44	)	$	0.34
Diluted earnings (loss) per share	$	(0.15	)	$	0.82		$	(0.44	)	$	0.33
Weighted Average Shares Outstanding:
Basic		3,226			3,225			3,226			3,226
Diluted		3,226			3,235			3,226			3,236
Comprehensive Income (Loss):
Net income (loss)	$	(495	)	$	2,636		$	(1,411	)	$	1,081
Foreign currency translation adjustment		1,676			957			758			449

Comprehensive Income (Loss) $ 1,181  $ 3,593  $ (653 ) $ 1,530 

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT NUMBER OF SHARES)

	March 31,		June 30,
	2008		2007
ASSETS	(Unaudited)
CURRENT ASSETS:
Cash	$	5,958	$	7,135
Short-term deposits		8,342		7,815
Trade accounts receivable, net		7,083		7,410
Other receivables		682		245
Inventories, net		2,144		1,946
Prepaid expenses and other current assets		222		122
Assets held for sale		219		--
Total current assets		24,650		24,673
INVESTMENT IN CHINA		2,931		--
PROPERTY, PLANT AND EQUIPMENT, Net		7,713		7,458
OTHER INTANGIBLE ASSETS, Net		143		212
OTHER ASSETS		645		445
TOTAL ASSETS	$	36,082	$	32,788
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	2,413	$	2,265
Accrued expenses		3,658		4,354
Advances from buyer		22		--
Income taxes payable		544		948
Current portion of notes payable		1,417		536
Current portion of capital leases		93		125
Total current liabilities		8,147		8,228
NOTES PAYABLE, net of current portion		1,961		139
CAPITAL LEASES, net of current portion		95		155
DEFERRED TAX LIABILITIES		499		373
TOTAL LIABILITIES		10,702		8,895
MINORITY INTEREST		2,728		2,459
SHAREHOLDERS' EQUITY:
Common stock; no par value, 15,000,000 shares authorized; 3,226,4930 and 3225,930 shares issued and outstanding as of March 31, 2008 and June 30, 2007, respectively		10,362		10,361
Paid-in capital		850		460
Retained earnings		9,286		10,135
Accumulated other comprehensive income		2,154		478
Total shareholders' equity		22,652		21,434
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	36,082	$	32,788