**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

# **FORM10-Q**

# ** **

**QUARTERLY REPORT UNDERSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**Forthe Quarter Ended**

 

**December 31, 2003**

 

**CommissionFile Number 33-98404**

 

**T.J.T., INC.**

(Exact name of registrant asspecified in its charter)

 

| **WASHINGTON**                                                     |   | **82-0333246**                      |
|--------------------------------------------------------------------|--------|-------------------------------------|
| (State or  other jurisdiction of  incorporation or organization)   |   | (IRS  Employer  Identification No.) |
|                                                               |   |                                |
| **843 North Washington, P.O. Box 278, Emmett,  Idaho  83617** |
| (Address of  principal executive offices)                          |
|                                                               |   |                                |
| **(208) 365-5321**                                                 |
| (Issuer’s  telephone number)                                  |

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Actduring the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filingrequirements the past 90 days.  Yes ý  No o

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in the Exchange Act Rule 12d-2). Yes o  No ý

 

At December 31, 2003, the registrant had4,504,939 shares of common stock outstanding.

 

 

----

 

**T.J.T., INC.Form 10-QDecember 31, 2003**

 

**TABLE OF CONTENTS**

 

**PART I. FINANCIAL INFORMATION**

 
| Item 1.   Financial Statements (Unaudited) |                                                                                        |
|-------------------------------------------------|---------------------------------------------------------------------------------------------|
|                                            |                                                                                        |
|                                            | Balance Sheets at December 31, 2003  and September 30, 2003                       |   |
|                                            |                                                                                        |   |
|                                            | Statements of Operation for the Three  Months Ended December 31, 2003 and 2002         |   |
|                                            |                                                                                        |   |
|                                            | Statements of Cash Flows for the Three  Months Ended December 31, 2003 and 2002        |   |
|                                            |                                                                                        |   |
|                                            | Notes to Financial Statements                                                               |   |
|                                            |                                                                                        |
| Item 2.                                         | Management’s  Discussion and Analysis of Financial Condition and Results of Operations |   |
|                                            |                                                                                        |   |
| Item 3.                                         | Quantitative  and Qualitative Disclosure about Market Risk                                  |   |
|                                            |                                                                                        |   |
| Item 4.                                         | Controls  and Procedures                                                                    |   |
|                                            |                                                                                        |   |
| **PART II.   OTHER INFORMATION**           |                                                                                        |
|                                            |                                                                                        |   |
| Item 1.                                         | Legal Proceedings                                                                           |   |
|                                            |                                                                                        |   |
| Item 2.                                         | Changes in Securities and Use of Proceeds                                                   |   |
|                                            |                                                                                        |   |
| Item 3.                                         | Defaults Upon Senior Securities                                                             |   |
|                                            |                                                                                        |   |
| Item 4.                                         | Submission of Matters to a Vote of Security  Holders                                        |   |
|                                            |                                                                                        |   |
| Item 5.                                         | Other Information                                                                           |   |
|                                            |                                                                                        |   |
| Item 6.                                         | Exhibits and Reports on Form 8-K                                                            |   |
|                                            |                                                                                        |
| Signatures                                      |                                                                                        |
|                                            |                                                                                        |
| Section 302 Certifications                      |                                                                                        |
|                                                 |                                                                                             |  |  |

 

2

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**T.J.T.,INC.****BALANCE SHEETS****(unaudited)****(Dollars in thousands)**

 
|                                                                                                         |   | **Dec. 31  2003** |   | **Sept. 30  2003** |   |
|--------------------------------------------------------------------------------------------------------------|--------|-------------------|--------|--------------------|--------|
|                                                                                                         |   |              |   |               |   |
| Current assets:                                                                                              |   |              |   |               |   |
| Cash and cash equivalents                                                                                    |   | $                 | 770    |               | $      | 1,072 |   |
| Accounts receivable (net  of allowance for doubtful accounts of $73 and $68)                                 |   | 847               |   | 1,336              |   |
| Notes receivable                                                                                             |   | 47                |   | 38                 |   |
| Inventories                                                                                                  |   | 2,611             |   | 2,566              |   |
| Prepaid expenses and other  current assets                                                                   |   | 109               |   | 107                |   |
| Total current assets                                                                                         |   | 4,384             |   | 5,119              |   |
|                                                                                                         |   |              |   |               |   |
| Property, plant and  equipment, net of accumulated depreciation                                              |   | 706               |   | 594                |   |
|                                                                                                         |   |              |   |               |   |
| Notes receivable                                                                                             |   | 320               |   | 323                |   |
| Notes receivable from  related parties                                                                       |   | 79                |   | 89                 |   |
| Real estate held for  investment                                                                             |   | 341               |   | 341                |   |
| Investment in joint venture                                                                                  |   | 451               |   | 452                |   |
| Other assets                                                                                                 |   | 174               |   | 174                |   |
| Deferred tax asset                                                                                           |   | 414               |   | 450                |   |
| Total assets                                                                                                 |   | $                 | 6,869  |               | $      | 7,542 |   |
|                                                                                                         |   |              |   |               |   |
| Current liabilities:                                                                                         |   |              |   |               |   |
| Accounts payable                                                                                             |   | $                 | 377    |               | $      | 864 |   |
| Accrued liabilities                                                                                          |   | 312               |   | 549                |   |
| Total current liabilities                                                                                    |   | 689               |   | 1,413              |   |
|                                                                                                         |   |              |   |               |   |
| Deferred income and other  noncurrent obligations                                                            |   | 75                |   | 79                 |   |
| Total liabilities                                                                                            |   | 764               |   | 1,492              |   |
|                                                                                                         |   |              |   |               |   |
| Shareholders’ equity:                                                                                   |   |              |   |               |   |
| Preferred stock, $.001 par  value; 5,000,000 shares authorized; 0 shares issued and outstanding              |   | —            |   | —             |   |
| Common stock, $.001 par  value; 10,000,000 shares authorized;   4,504,939 shares issued and outstanding |   | 5                 |   | 5                  |   |
| Capital surplus                                                                                              |   | 5,788             |   | 5,788              |   |
| Retained earnings                                                                                            |   | 312               |   | 257                |   |
| Total shareholders’ equity                                                                              |   | 6,105             |   | 6,050              |   |
| Total liabilities and  shareholders’ equity                                                             |   | $                 | 6,869  |               | $      | 7,542 |   |

 

See accompanying notes tofinancial statements.

 

3

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**T.J.T.,INC.STATEMENTS OF OPERATION (unaudited)(Dollars in thousands except per share amounts)**

 
| **For the  three months ended December 31,** |   | **2003**  |   | **2002**  |   |
|---------------------------------------------------|--------|-----------|--------|-----------|--------|
|                                              |   |      |   |      |   |
| Sales (net of returns and  allowances):           |   |      |   |      |   |
| Axles and tires                                   |   | $         | 3,326  |      | $      | 3,787 |   |
| Accessories and siding                            |   | 1,051     |   | 1,131     |   |
| Total sales                                       |   | 4,377     |   | 4,918     |   |
|                                              |   |      |   |      |   |
| Cost of goods sold:                               |   |      |   |      |   |
| Axles and tires                                   |   | 2,592     |   | 3,082     |   |
| Accessories and siding                            |   | 721       |   | 800       |   |
| Total cost of goods sold                          |   | 3,313     |   | 3,882     |   |
|                                              |   |      |   |      |   |
| Gross profit                                      |   | 1,064     |   | 1,036     |   |
|                                              |   |      |   |      |   |
| Selling, general and  administrative expenses     |   | 1,028     |   | 1,038     |   |
|                                              |   |      |   |      |   |
| Operating income (loss)                           |   | 36        |   | (2        | )      |
|                                              |   |      |   |      |   |
| Interest income                                   |   | 14        |   | 12        |   |
| Investment property income                        |   | 31        |   | —    |   |
| Income (loss) from joint  venture                 |   | (1        | )      | —    |   |
| Rental income                                     |   | 11        |   | 2         |   |
| Other income                                      |   | —    |   | 1         |   |
|                                              |   |      |   |      |   |
| Income (loss) before taxes                        |   | 91        |   | 13        |   |
|                                              |   |      |   |      |   |
| Income taxes (benefit)                            |   | 36        |   | 7         |   |
|                                              |   |      |   |      |   |
| Net income (loss)                                 |   | $         | 55     |      | $      | 6 |   |
|                                              |   |      |   |      |   |
| Net income (loss) per  common share               |   |      |   |      |   |
| Basic and fully diluted:                          |   |      |   |      |   |
| Continuing operations                             |   | $         | .012   |      | $      | .001 |   |
| Net income (loss)                                 |   | $         | .012   |      | $      | .001 |   |
|                                              |   |      |   |      |   |
| Weighted average shares  outstanding              |   | 4,504,939 |   | 4,504,939 |   |

 

Seeaccompanying notes to financial statements.

 

4

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**T.J.T.,INC.STATEMENTS OF CASH FLOWS (unaudited)(Dollars in thousands)**

 
| **For the  three months ended December 31,**                                         |   | **2003** |   | **2002** |   |
|-------------------------------------------------------------------------------------------|--------|----------|--------|----------|--------|
|                                                                                      |   |     |   |     |   |
| Cash flows from operating  activities:                                                    |   |     |   |     |   |
| Net income                                                                                |   | $        | 55     |     | $      | 6 |   |
| Adjustments to reconcile  net income to net cash provided (used) by operating activities: |   |     |   |     |   |
| Depreciation and  amortization                                                            |   | 51       |   | 59       |   |
| (Gain) loss on sale of  assets                                                            |   | (31      | )      | —   |   |
| Equity earnings in joint  venture                                                         |   | 1        |   | —   |   |
| Change in receivables                                                                     |   | 489      |   | (64      | )      |
| Change in inventory                                                                       |   | (45      | )      | (390     | )      |
| Change in prepaid expenses  and other current assets                                      |   | (2       | )      | 61       |   |
| Change in accounts payable                                                                |   | (487     | )      | 231      |   |
| Change in taxes                                                                           |   | 36       |   | 7        |   |
| Change in other assets and  liabilities                                                   |   | (241     | )      | (75      | )      |
| Net cash provided (used)  by operating activities                                         |   | (174     | )      | (165     | )      |
|                                                                                      |   |     |   |     |   |
| Cash flows from investing  activities:                                                    |   |     |   |     |   |
| Additions to property,  plant and equipment                                               |   | (163     | )      | (11      | )      |
| Payments on notes  receivable                                                             |   | 10       |   | 23       |   |
| Land purchased for  investment                                                            |   | (11      | )      | —   |   |
| Sale of land purchased for  investment                                                    |   | 36       |   | —   |   |
|                                                                                      |   |     |   |     |   |
| Net cash provided (used)  by investing activities                                         |   | (128     | )      | 12       |   |
|                                                                                      |   |     |   |     |   |
| Net increase (decrease) in  cash and cash equivalents                                     |   | (302     | )      | (153     | )      |
| Cash and cash equivalents  at October 1                                              |   | 1,072    |   | 767      |   |
|                                                                                      |   |     |   |     |   |
| Cash and cash equivalents  at December 31                                            |   | $        | 770    |     | $      | 614 |   |
|                                                                                      |   |     |   |     |   |
| Supplemental information:                                                                 |   |     |   |     |   |
| Interest paid                                                                             |   | $        | 1      |     | $      | 1 |   |

 

Seeaccompanying notes to financial statements.

 

5

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T.J.T., INC.NOTES TO FINANCIAL STATEMENTS(unaudited)

 

NOTE A – BASIS OF PRESENTATION

 

*Unaudited Financial Statements*

 

In the opinion of management, the accompanying unaudited financialstatements contain all adjustments (consisting solely of normal recurringadjustments) necessary to present fairly the financial position of T.J.T., Inc.(the Company) and the results of operations and cash flows.  Certain reclassifications of prior quarter amountswere made to conform with current quarter presentation, none of which affectpreviously recorded net income.

 

*Stock Options*

 

The Company has a stock option plan which allows officers, directorsand key employees of the company to receive non-qualified and incentive stockoptions.  Although there were no optionsgranted during the three months ended December 31, 2003, the Companyawarded 50,000 stock options to directors during the quarter endedDecember 31, 2002.  The optionshave an exercise price of $.28 and will become vested at a rate of 20 percenteach year for a period of five years from the grant date.  As of December 31, 2003, there were370,000 shares of stock available for future option grants.

 

As of October 1, 2003, the Company adopted the fair value methodof accounting for stock options contained in Statement of Financial Standards(SFAS) No. 123, *Accounting for Stock-Based Compensation.*  During the transition period, the Companywill be utilizing the prospective method under SFAS No. 148 *Accountingfor Stock-Based Compensation – Transition and Disclosures. *Stock options granted subsequentto October 1, 2003 will be expensed over the stock option vesting periodbased on fair value which will be determined using the Black-Scholesoption-pricing method at the date the options are granted.  There was no impact on the financialstatements for the period ending December 31, 2003 since there were nooptions granted during the period.

 

The following table illustrates the effect on net income (loss) and netincome (loss) per common share as if the fair value method had been applied toall outstanding and unvested awards in each period:

 
|                                                                                                          |   | **Three Months Ended** |   |
|---------------------------------------------------------------------------------------------------------------|--------|------------------------|--------|
| **(Dollars  in thousands)**                                                                                   |   | **Dec 31,  2003**      |   | **Dec 31,  2002** |   |
| Net income, as reported                                                                                       |   | $                      | 55     |   | $ | 6 |   |
| Add:  stock-based employee compensation expense  included in reported net income, net of tax             |   | —                 |   | — |   |
| Deduct:  stock-based compensation expense  determined under fair value method for all awards, net of tax |   | 2                      |   | 2 |   |
|                                                                                                          |   |                   |   |   |   |
| Pro forma net income                                                                                          |   | $                      | 53     |   | $ | 4 |   |
|                                                                                                          |   |                   |   |   |   |
| Earnings per share:                                                                                           |   |                   |   |   |   |
| Basic and fully diluted –  as reported                                                                   |   | $                      | .012   |   | $ | .001 |   |
| Basic and fully diluted –  pro forma                                                                     |   | $                      | .012   |   | $ | .001 |   |

 

6

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NOTE B - INVENTORIES

 

Inventories are stated at the lower of cost (first-in, first-out andaverage cost methods) or market.

 
| **(Dollars  in thousands)** |   | **Dec 31,  2003** |   | **Sept 30,  2003** |   |
|-----------------------------|--------|-------------------|--------|--------------------|--------|
| Raw  materials              |   | $                 | 1,312  |               | $      | 1,284 |   |
| Finished  goods             |   | 1,299             |   | 1,282              |   |
| Total                       |   | $                 | 2,611  |               | $      | 2,566 |   |

 

NOTE C – PROPERTY, PLANT AND EQUIPMENT

 
| **(Dollars  in thousands)**        |   | **Dec 31,  2003** |   | **Sept 30,  2003** |   |
|------------------------------------|--------|-------------------|--------|--------------------|--------|
| Land and  building                 |   | $                 | 386    |               | $      | 386 |   |
| Leasehold  improvements            |   | 410               |   | 399                |   |
| Construction  in progress          |   | 82                |   | —             |   |
| Furniture  and equipment           |   | 1,178             |   | 1,153              |   |
| Vehicles and  trailers             |   | 1,102             |   | 1,060              |   |
|                               |   | 3,158             |   | 2,998              |   |
| Less  accumulated depreciation     |   | 2,452             |   | 2,404              |   |
| Net  property, plant and equipment |   | $                 | 706    |               | $      | 594 |   |

 

NOTE D - SHAREHOLDERS’ EQUITY

 

Authorized stock of the Company consists of 10,000,000 shares of $.001par value common stock and 5,000,000 shares of $.001 par value preferredstock.  No shares of preferred stockhave been issued.

 

The Company has a stock option plan which allows officers, directorsand key employees of the company to receive non-qualified and incentive stockoptions.  Although there were no optionsgranted during the three months ended December 31, 2003, the Companyawarded 50,000 stock options to directors during the quarter endedDecember 31, 2002.  The optionshave an exercise price of $.28 and will become vested at a rate of 20 percenteach year for a period of five years from the grant date.  As of December 31, 2003, there were370,000 shares of stock available for future option grants.

 

7

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The Company adopted the fair value method of accounting for stock optionscontained in Statement of Financial Standards (SFAS) No. 123, *Accountingfor Stock-Based Compensation,* as is further described in Footnote A.

 

NOTE E – SEGMENT DISCLOSURE

 

The Companyoperates in two business segments: Axle and Tire Reconditioning and HousingAccessories. These segments have been determined by evaluating the company’sinternal reporting structure and nature of products offered.

 

Axle and TireReconditioning: The Company provides reconditioned axles and tires tomanufactured housing factories.

 

HousingAccessories: The Company provides skirting, siding, and other aftermarketaccessories to manufactured housing dealers and contractors.

 
|                             |   | **Axle & Tire  Reconditioning** |   | **Housing  Accessories** |   | **Total** |   |
|----------------------------------|--------|-------------------------------------|--------|--------------------------|--------|-----------|--------|
| Three months ended Dec 31, 2003  |   |                                |   |                     |   |      |   |
|                             |   |                                |   |                     |   |      |   |
| Operating  revenue               |   | 3,326                               |   | 1,051                    |   | 4,377     |   |
| Operating  income (loss)         |   | 53                                  |   | (17                      | )      | 36        |   |
| Depreciation                     |   | 36                                  |   | 15                       |   | 51        |   |
|                             |   |                                |   |                     |   |      |   |
| Three months  ended Dec 31, 2002 |   |                                |   |                     |   |      |   |
|                             |   |                                |   |                     |   |      |   |
| Operating  revenue               |   | 3,787                               |   | 1,131                    |   | 4,918     |   |
| Operating  income (loss)         |   | (1                                  | )      | (1                       | )      | (2        | )      |
| Depreciation                     |   | 40                                  |   | 19                       |   | 59        |   |

 

The Company does not assign interest income, interest expense, otherincome or income taxes to operating segments. Identifiable assets and relatedcapital expenditures are assigned to operating locations rather than operatingsegments, with depreciation allocated to the segments based upon usage.

 

### **Item 2**.  Management’s Discussion and Analysis ofFinancial Condition and Results of Operations

 

This Form 10-Q contains certain forward-looking statementswhich are based on management’s current expectations.  These forward-looking statements are subject to certain risks anduncertainties. The words “believe,” “expect,” “anticipate,” “intend,”“estimate,” “will,” “should,” “could,” and other expressions that indicatefuture events and trends identify forward-looking statements.  The Company has identified risk factorswhich could cause actual results to differ substantially from theforward-looking statements.  These riskfactors include, but are not limited to, general economic conditions, changesin interest rates, availability of financing for

 

8

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both manufactured home buyers and suppliers, real estatevalues, adverse weather conditions, the economic viability of our customers andvendors, and availability of qualified employees.  In addition, industry conditions that may have an adverse impacton future results include, but are not limited to, low barriers of entry,changes and/or enforcement in legislation or regulations, and competitivepressure on both the purchasing of used axles and tires from manufacturedhousing dealers and the selling of refurbished axles and tires to manufacturedhousing factories.

 

T.J.T., Inc. has two businesslines: repairing and reconditioning axles and tires for the manufacturedhousing industry, and distribution of after-market accessory products tomanufactured housing dealers and set-up contractors, as well as siding to sitebuilders.

 

The Company has recycling and distribution locations in Emmett, Idaho;Woodland, California; Platteville, Colorado; and now Chehalis, Washington.  The Company’s recycling and distributionplant in Centralia, Washington was relocated to Chehalis in December 2003.  The Company also manufactures hanger partsin Eugene, Oregon which are used by the manufactured housing producers toattach axles to homes.  The Companyoperates in Arizona and New Mexico through NewCo Axle & Tire, L.L.C.(NewCo), a joint venture limited liability corporation.  NewCo is investigating opportunities in theTexas market as well.

 

**Resultsof Operations**

 

The manufactured housing industry continues to experience lowerproduction levels as a result of more restrictive credit standards and acontinuation of high levels of repossessions. In the Company’s market area, manufactured housing shipments decreased 7percent from the quarter ended December 31, 2002 to the quarter endedDecember 31, 2003 according to statistics from the National Conference ofStates on Building Codes and Standards.

 

The following table sets forth the operating data of the Company as apercentage of net sales for the periods listed below:

 
|                                |   | **Three Months Ended** |   |
|-------------------------------------|--------|------------------------|--------|
|                                |   | **Dec 31,  2003**      |   | **Dec 31,  2002** |   |
|                                |   |                   |   |   |   |
| Axle and  tire reconditioning sales |   | 76.0                   | %      | 77.0 | % |
| Accessories  and siding sales       |   | 24.0                   |   | 23.0 |   |
| Gross margin                        |   | 24.3                   |   | 21.1 |   |
| Selling  expense                    |   | 15.5                   |   | 15.3 |   |
| Administrative  expense             |   | 8.0                    |   | 5.8 |   |
| Interest  income (expense)          |   | 0.3                    |   | 0.2 |   |
| Other income  (expense)             |   | 0.0                    |   | 0.0 |   |

 

***Net Sales***

 

Net sales decreased 11 percent for the three months endingDecember 31, 2003 compared to the same quarter in 2002.  The decrease of $541,000 was a result of theclosure of the Arizona location which had contributed $607,000 to net salesduring the period in 2002.

 

9

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This decrease was partially offset by increased overall sales volumesfrom the remaining operations of the Company. The Arizona facility was closed in July of 2003.

 

***Gross Margin***

 

The Company’s gross margin increased 3 percent in the three monthsending December 31, 2003  comparedto the same quarter a year ago.  Thegross margin was positively impacted by the elimination of the lower marginsales of the Arizona location combined with increased operating efficiencies atthe California and Colorado facilities.

 

***Selling, General andAdministrative***

 

Selling, general and administrative expenses decreased slightly for theperiod ending December 31, 2003 compared to the same period a yearago.  The decrease is a result of theelimination of overhead costs associated with the closure of the Arizonafacility offset by increases in corporate administrative expenses as well asincreased costs at the California facility.

 

***Net Income***

 

Net income for the quarter ending December 31, 2003 was $55,000 or$.012 per share compared to $6,000 or $.001 in the same period last year.  The increase was due to the elimination ofoperating losses incurred by the Company’s Arizona location and improvedoperating results at the California and Colorado facilities.

 

In June of 2003, the Company entered into a joint venture, NewCoAxle & Tire, L.L.C. (NewCo) with a 50 percent ownership interest andreceives 40 percent of net income or losses. NewCo engages in the axle and tire recycling business in Arizona and NewMexico, and is investigating opportunities in the Texas market. The Companyrecognized a net loss of $1,000 from NewCo for the period endingDecember 31, 2003.  The Companyalso receives rental income from equipment leased to the joint venture.

 

## **Liquidity and Capital Resources**

## ** **

The net decrease in cash during three monthsended December 31, 2003 was $302,000. Net cash used by operating activities during the quarter endedDecember 31, 2003 was $174,000 compared to $165,000 during the same periodin 2002.  During the 2003 period, theCompany  had positive net collections inaccounts receivable that were offset by amounts paid down in accountspayable.  In the 2002 period, theCompany used cash to purchase inventory and accounts receivable collectionrates were not as positive.

 

Net cash used by investing activities was$128,000 during the three months ended December 31, 2003 while investingactivities during the same period in 2002 provided cash of $12,000.  The Company invested  approximately $82,000 in construction inprogress related to leasehold improvements made to  move the Centralia facility to the new Chehalis site inDecember of 2003.   The leaseholdimprovements are expected to be completed by the end of February 2004. Inaddition, the Company invested approximately $32,000 during the 2003 quarter intrailers and equipment to assist with increasing sales volumes at the Coloradofacility as well as an additional $18,000 to purchase a truck with an expiredlease agreement.

 

10

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Although the Company used significantly morecash during the quarter ended December 31, 2003 compared to the sameperiod in 2002,  the Company’s cash andcash equivalents increased by 25 percent.

 

The Company expects that cash flow fromoperations combined with the line of credit will be a sufficient source ofliquidity to fund operations.  TheCompany has a $350,000 revolving credit facility that matures on March 31,2004 and is secured by receivables and inventory.  The interest rate on the credit line is the prime rate plus 1percent.  As of December 31, 2003,the Company has not borrowed on the line and is in compliance with allcovenants.

 

**Item 3****.  Quantitative and Qualitative Disclosuresabout Market Risk**

 

The Company is not required to provide this information pursuant toItem 305(e) of Regulations S-K.

 

**Item 4****.  Controls and Procedures**

 

 (a)                               **Evaluation of Disclosure Controls andProcedures**

 

Based on their evaluation as of a date within90 days of the filing date of this Report on Form 10-Q, the Company’s principalexecutive officer and principal financial officer have concluded that theCompany’s disclosure controls and procedures (as defined in Rules 13a-14(c) and15d-14(c) under the Securities Exchange Act of 1934 (the “Exchange Act”) areeffective to ensure that material information required to be disclosed by theCompany in reports that it files or submits under the Exchange Act is recorded,processed, summarized and reported within the time periods specified inSecurities and Exchange Commission rules and forms.

 

(b)                                 **Changes inInternal Controls**

 

There were no significant changes in theCompany’s internal controls or in other factors that could significantly affectthe controls subsequent to the date of their evaluation.  There were no significant deficiencies ormaterial weaknesses, and therefore there were no corrective actions taken.

 

**PARTII.  OTHER INFORMATION**

 

**Item 1. Legal Proceedings**

 

Nothing to report

 

### **Item 2. Changes in Securities**

 

Nothing to report

 

11

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### **Item 3. Defaults Upon Senior Securities**

 

Nothing to report

 

### **Item 4. Submission of Matters to a Vote of Security Holders**

 

Nothing to report

 

**Item 5.****           OtherInformation**

 

Nothing to report

 

**6. Exhibits and Reports on Form 8-K**

 

(a)                                  Exhibit31.1 Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuantto Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2 Certification Pursuant to 18U.S.C. Section 1350, as Adopted Pursuant to Section 906 of theSarbanes-Oxley Act of 2002.

 

(b)                                 TheCompany issued a Form 8-K on December 3, 2003.  The purpose for the filing was to furnish the press release datedDecember 3, 2003 announcing our financial results for the three and twelvemonths ended September 30, 2003.

 

## **SIGNATURES**

## ** **

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

 
|                                      | T.J.T., INC.                                                           |
|-------------------------------------------|------------------------------------------------------------------------|
|                                      | Registrant                                                             |
|                                      |                                                                   |
| Date:    February 13, 2004 | By:/s//                                                                | Larry B. Prescott |   |
|                                      | Larry B. Prescott, Senior Vice  President and  Chief Financial Officer |

 

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