**UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

**FORM 10-K/A**

 

**ANNUALREPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934**

 

**For the fiscal year ended September 30, 2004Commission File Number 33-98404**

 

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

(Exact name of registrant as specified in itscharter)

 
| **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**                                              |
| (Registrant’s telephone number)                            |

 

**Securities registered under Sections 12 (b) and 12 (g) of the ExchangeAct:**

 
| **Title of each class**       | ** ** | **Name of each exchange on which registered** |
|-------------------------------|------------|-----------------------------------------------|
| Common Stock, $.001 par value |       | OTC Bulletin Board                            |

 

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 Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.

Yes ý No o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K is not contained herein, and will not be contained,to the best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. o

 

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

 

Registrant’s revenues for the fiscal year ended September 30, 2004 were$19,701,243.

 

As of December 17, 2004, there were 4,504,939 shares of the registrant’s$.001 par value common stock outstanding. Based on the stock’s closing price of $.76 on December 17, 2004,non-affiliated market value was approximately $1,789,600.

 

#### **DOCUMENTSINCORPORATED BY REFERENCE**

#### ** **

Annual Report Form 10-K for the period ended September 30, 2004 andfiled on December 29, 2004.

 

 

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**EXPLANATORY NOTE**

 

ThisAmendment on Form 10-K/A is being filed by TJT, Inc. (the “Company”) as anamendment to its Annual Report on Form 10-K for the fiscal year endedSeptember 30, 2004, filed with the Securities and Exchange Commission onDecember 29, 2004 (the “Original Report”) in the following respects:

 

1.               To amend Item 5******–**MARKET FORREGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS to properly reflectthe number of registered owners as well as the number of beneficial owners.

 

2.               To include in Item 15 –EXHIBITS, STATEMENT SCHEDULES AND REPORTS ON FORM 8-K the financial statementsof NewCo Axle and Tire, LLC (“NewCo”) as of October 31, 2004 and for the yearthen ended.  NewCo is a significant equity investee of the Company, andthe filing of this amendment complies with the requirements of Rule 3-09 ofRegulation S-X.

 

Except as expressly set forth herein, all information contained in thisamendment is as of September 30, 2004, or as of December 29, 2004,the filing date of the Original Report on Form 10-K for the fiscal year endedSeptember 30, 2004. Only certain portions of the Company’s Annual Reporton Form 10-K are being amended by this Form 10-K/A, and the amended report doesnot reflect events occurring after the filing of the Company’s original Form10-K, or modify or update those disclosures in any way. The filing of this Form10-K/A shall not be deemed an admission that the original Form 10-K, whenfiled, knowingly included any untrue statement of a material fact or omitted tostate a material fact necessary to make a statement not misleading.

 

2

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**ITEM 5.****  MARKET FORREGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS**

 

The Company’s Common Stockis registered on the OTC Bulletin Board under the symbol “AXLE”. The tablebelow shows the high and low sales prices of the Common Stock for each of thelast eight fiscal quarters:

 
| ** **    | ** ** | **Quarter  Ended  9/30/04** | ** ** | **Quarter  Ended  6/30/04** | ** ** | **Quarter  Ended  3/31/04** | ** ** | **Quarter  Ended  12/31/03** | ** ** |
|---------------|------------|-----------------------------|------------|-----------------------------|------------|-----------------------------|------------|------------------------------|------------|
|          |       |                        |       |                        |       |                        |       |                         |       |
| Common Stock: |       |                        |       |                        |       |                        |       |                         |       |
| High          |       | $                           | .80        |                        | $          | .80                         |       | $                            | .90        |   | $ | .95 |   |
| Low           |       | .63                         |       | .64                         |       | .60                         |       | .46                          |       |
| Quarter-end   |       | .70                         |       | .72                         |       | .71                         |       | .90                          |       |
|               |            |                             |            |                             |            |                             |            |                              |            |  |  |  |  |

 
| ** **    | ** ** | **Quarter  Ended  9/30/03** | ** ** | **Quarter  Ended  6/30/03** | ** ** | **Quarter  Ended  3/31/03** | ** ** | **Quarter  Ended  12/31/02** | **    ** |
|---------------|------------|-----------------------------|------------|-----------------------------|------------|-----------------------------|------------|------------------------------|--------------------|
|          |       |                        |       |                        |       |                        |       |                         |               |
| Common Stock: |       |                        |       |                        |       |                        |       |                         |               |
| High          |       | $                           | .51        |                        | $          | .62                         |       | $                            | .58                |   | $ | .45 |   |
| Low           |       | .33                         |       | .32                         |       | .27                         |       | .22                          |               |
| Quarter-end   |       | .51                         |       | .35                         |       | .51                         |       | .27                          |               |
|               |            |                             |            |                             |            |                             |            |                              |                    |  |  |  |  |

 

The over-the-counter market quotations reflect inter-dealer prices,without retail mark-up, mark-down, or commission and may not necessarilyrepresent actual transactions.

 

The approximate number of holders of record of the Company’s $.001 parvalue Common Stock at December 17, 2004 is as follows:

 

| Number of registered owners | 121 |
|-----------------------------|-----|
| Number of beneficial owners | 573 |

 

The Company has never paid dividends to shareholders and does notexpect to pay dividends in the foreseeable future.  The Company intends to use future earningsfor reinvestment in its business.  TheCompany is prohibited from paying cash dividends by the revolving line ofcredit agreement with its principal lender.

 

Information relating to compensation plans under which equitysecurities of the Company are authorized for issuance are set forth under “EquityCompensation Plan Information” in the Company’s definitive Proxy Statementwhich is incorporated herein by reference.

 

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**PART IV**

 

**ITEM 15.****      EXHIBITS,STATEMENT SCHEDULES AND REPORTS ON FORM 8-K**

 
| (a)    | **Financial Statements, Schedules and Exhibits**                                                                                                                                                                                                                                                                                                                                                              |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |
|   | 1.                                                                                                                                                                                                                                                                                                                                                                                                            | Financial statements and report of Moss Adams L.L.P. and Eide Bailly  LLP (f.k.a. Balukoff, Lindstrom & Co. P.A.—joined Eide Bailly LLP  November 1, 2004) |
|   |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                           | Report  of Independent Registered Public Accounting Firm – |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          | Moss  Adams L.L.P. for T. J.T., Inc. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          | Independent Auditors’ Report – Balukoff, Lindstrom & Co., P.A. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          | Balance Sheets – September 30, 2004 and 2003 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          | Statements of Operation – September 30, 2004, 2003 and 2002 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          | Statements of Cash Flows – September 30, 2004, 2003 and 2002 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          | Statements of Changes in Shareholders’ Equity – September 30, 2002,  2003, and 2004 |
|   |
|   | 2.                                                                                                                                                                                                                                                                                                                                                                                                            | Financial statement schedules |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | Other schedules are omitted because they are not required or because  the information is included in the financial statements or notes thereto                                                                                                                                                                                                                                                                |
|   |
|   | 3.                                                                                                                                                                                                                                                                                                                                                                                                            | Exhibits |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | 3.1            Articles  of Incorporation of T.J.T., Inc., a Washington  corporation; as amended November 9, 1995, incorporated by reference to  Exhibit 3.1 to the Registrant’s Form SB-2 Registration Statement dated  October 20, 1995, as amended December 6, 1995 (Commission File No. 33-98404).                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 3.2            Bylaws  of T.J.T., Inc., a Washington corporation; as amended November 11, 2003 and  attached hereto as Exhibit 3.2, as amended May 12, 1998, incorporated by  reference to Exhibit 3.2 to the Registrant’s Form SB-2 Registration Statement  dated October 20, 1995, as amended December 6, 1995 (Commission File No.  33-98404). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 4.1            Specimen  Common Stock Certificate; incorporated by reference to Exhibit 4.1 to the  Registrant’s Form SB-2 Registration Statement dated October 20, 1995, as  amended December 6, 1995 (Commission File No. 33-98404).                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 4.2            Specimen  Redeemable Common Stock Purchase Warrant; incorporated by reference to  Exhibit 4.2 to the Registrant’s Form SB-2 Registration Statement dated  October 20, 1995, as amended December 6, 1995 (Commission File No. 33-98404).                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 4.3            Form  of Underwriter’s Warrant Agreement; incorporated by reference to Exhibit 4.3  to the Registrant’s Form SB-2 Registration Statement dated October 20, 1995,  as amended December 6, 1995 (Commission File No. 33-98404).                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | 4.4            Form  of Warrant Agreement issued to 1995 Private Placement Investors in October  1995; incorporated by reference to Exhibit 4.4 to the                                                                                                                                                                                                 |

 

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|   | Registrant’s Form SB-2 Registration Statement dated October 20, 1995,  as amended December 6, 1995 (Commission File No. 33-98404).                                                                                                                                                                                                                  |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                     |
|   | 4.5            Form  of Registration Rights Agreement issued in connection with 1995 Private  placement; incorporated by reference to Exhibit 4.5 to the Registrant’s Form  SB-2 Registration Statement dated October 20, 1995, as amended December 6,  1995 (Commission File No. 33-98404). |
|   |                                                                                                                                                                                                                                                                                                                                                     |
|   | 23.1*        Consent  of Independent Public Auditors - 2004                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                     |
|   | 23.2*        Consent  of Independent Public Auditors – 2003 and 2002                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                     |
|   | 31.1*        Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002.                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                     |
|   | 31.2*        Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002.                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                     |
|   | 32.1*        Certification  Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002.                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                     |
|   | 32.2*        Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002.                                                                                                                                                                                |

 

(b)                                 **Reports onForm 8-K.**

 

The Company issued a Form 8-K on December 3, 2004. The purpose for thefiling was to furnish the press release dated December 3, 2004 announcing ourfinancial results for the three and twelve months ended September 30, 2004.

 

**(c)****                                 ****Financial Statement Schedules**

 

(1)                                  NewCoTire and Axle, L.L.C.

Independent Auditors Report – Moss AdamsL.L.P.

Balance Sheet – October 31, 2004

Statement of Operation – October 31, 2004

Statement of Cash Flow – October 31, 2004

Notes to the Financial Statements – October31, 2004

 

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FORM 10-K/A

EXHIBIT INDEX

 
| **Exhibit No.** | ** ** | **Description**                                                                                                            |
|-----------------|------------|----------------------------------------------------------------------------------------------------------------------------|
|            |       |                                                                                                                       |
| 99.1            |       | NewCo  Axle & Tire L.L.C. Financial Statements                                                                         |
|            |       |                                                                                                                       |
| 31.1  & 2   |       | Certification  Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 302(a) of  the Sarbanes-Oxley Act of 2002 |
|            |       |                                                                                                                       |
| 32.1  & 2   |       | Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002.  |

 

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