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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2000

Commission
File Number 33-98404

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T.J.T., INC.(Exact name of registrant as specified 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(Registrant's telephone number)

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Securities
registered under Section 12 (b) of the Exchange Act:

Title of each class

Name of each exchange on which registeredCommon Stock, $.001 par value

OTC Bulletin BoardRedeemable Common Stock Purchase Warrants


Securities registered under Section 12 (g) of the Exchange Act:

Common Stock, $.001 par value
(Title of class)
Redeemable Common Stock Purchase Warrants
(Title of class)

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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) has been subject to such filing requirements for the past
90 days. Yes X No

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 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 information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Registrant's
revenues for the fiscal year ended September 30, 2000 were $26,881,000.

Based
on the stock's closing price of $9/32 on September 30, 2000, non-affiliated market capital was approximately $794,616.

As
of September 30, 2000, there were 4,854,739 shares of the registrant's $.001 par value common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The registrant's definitive proxy statement to be dated on or after January 16, 2001, for use in connection with the annual meeting of stockholders to be
held on February 20, 2001, portions of which are incorporated by reference into Part III of the Form 10-K.

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PART I

ITEM 1. BUSINESS

Item 1(a). General Development of Business

Forward Looking Statements and Risk Factors

This Form 10-K contains certain forward-looking statements which are based on management's current expectations. The Company has identified
risk factors which could cause actual results to differ substantially from the forward looking statements. These risk factors include, but are not limited to, general economic conditions, changes in
interest rates, availability of financing, real estate values, competitive pressure on both the purchasing of used axles and tires from manufactured housing dealers and the selling of refurbished
axles and tires to manufactured housing factories, adverse weather conditions, the economic viability of our customers and vendors, changes in legislation or regulations, and availability of qualified
employees.

The Company

T.J.T., Inc., an Idaho corporation was established in 1977. T.J.T., Inc. merged with and into T.J.T., Inc., a Washington corporation on
December 13, 1994. The Company's corporate office is located at 843 N. Washington Street, Emmett, Idaho 83617.

The
Company has recycling and distribution locations in Emmett, Idaho; Centralia, Washington; Woodland, California; Phoenix, Arizona; and, Platteville, Colorado. The Company also
manufactures hanger parts in Eugene, Oregon which are used by the manufactured housing producers to attach axles to homes and also maintains a sales office in Salem, Oregon.

T.J.T., Inc.
has three business lines: repairing and reconditioning axles and tires for the manufactured housing industry; distribution of after-market accessory products to
manufactured housing dealers and set-up contractors, siding to site builders; and, real estate investment and development on a limited basis.

Recent Events

The manufactured housing industry continues to experience an overabundance of new and used homes due in part to overproduction as well as a decrease in
consumer demand due to a tightening of credit requirements. Manufactured housing production facilities as well as numerous sales centers have closed and/or filed for bankruptcy. In the Company's
market area the decrease in manufactured housing production from fiscal 1999 to 2000 was approximately 24% according to statistics from theNational Conference of States on
Building Codes and Standards.

On
August 31, the Company closed the recycling facility in Salem, Oregon due to declining sales in the Northwest. The facility is still being used in a limited manner for
sales, warehousing, and distribution. Customers previously served by the Salem recycling facility are now served out of the Centralia, Washington recycling facility.

At
September 30, 2000 the Company evaluated whether an impairment of any assets existed due to the deterioration in the manufactured housing industry and continued operating
losses. The evaluation determined that an impairment does exist with respect to the Phoenix, Arizona and Woodland California recycling facilities. An impairment loss of $847,000 has been recorded with
goodwill being written down by $767,000 and other assets by $80,000.

On
December 21, 2000 the Company's common stock warrants expired with no warrants being exercised.

2

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Axle and Tire Reconditioning

The Company buys used axles and tires from manufactured housing dealers which are detached from the manufactured homes after they are placed on a pad or
foundation. The Company also buys used axles and tires from independent brokers.

The
used axles and tires are dismantled at the Company's recycling facilities. All major parts are inspected, cleaned and replaced as required. Approximately 30 axles are rebuilt for
each eight man-hour shift. Tires are graded and repaired. Axles and tires are then sold to manufactured housing factories. Each axle and tire assembly is used and recycled approximately
three times a year. The tires and axles are sold principally to manufactured housing factories and are delivered to their sites.

Sales
of reconditioned axles and tires were 70 percent, 76 percent and 76 percent of total revenues for the years ended September 30, 2000, 1999, and 1998,
respectively.

Regulatory Matters

HUD regulations govern the maximum load limit per tire, which in turn dictates the number of axles needed to transport a manufactured home. The number of axles
required to transport a manufactured home averages approximately six axles. HUD requires periodic inspection at the recycling facility by an approved third party inspector.

Accessories and Siding Distribution

T.J.T., Inc. sells manufactured housing accessories such as vinyl skirting, piers, and other ancillary products to manufactured housing dealers and
set-up contractors. The Company sells vinyl siding to the site-built housing market and manufactured housing factories.

Sales
of accessories were 28 percent, 24 percent and 24 percent of total revenue for the years ended September 30, 2000, 1999 and 1998, respectively.

Target Market

The Company's target market is the manufactured housing industry and the site-built construction industry. The Company sells to manufactured
housing factories, manufactured housing dealers, set-up contractors, and site-built contractors and remodelers. The Company's major customers are manufactured housing
factories. Two factories represented more than ten percent of sales, Champion Enterprises, Inc. with 14 percent, and Oakwood Homes Corporation with 12 percent of total sales
during fiscal 2000. The Company has no single supplier of axles and tires or accessories that represents ten percent or more of total purchases.

Competition



The Company operates in Idaho, Oregon, Washington, California, Colorado, Utah, Nevada, Montana, Arizona, Texas and Wyoming. In that eleven-state market area,
price competition is intense for both the purchase and sale of axles and tires. The Company has two major competitors within its market area. The Company competes based on reputation, reliability and
service.

The
Company believes it has greater financial resources, a larger geographical presence, and a better reputation for quality, honesty, reliability, and service than it's competitors.
The Company believes it's competitors have a lower cost structure which enables them to acquire market share where price is the customers primary concern.

3

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The Company has two main competitors and numerous smaller competitors, with all competitors believed to be privately held companies having between one and twenty-five
employees. The Company very roughly estimates that it has a 60% market share, and is roughly three times larger than it's largest competitor. Since the Company is the only company with readily
discernable revenues and industry totals are unknown, estimating market share involves extrapolating numerous estimates and results in a market share number subject to questionable accuracy.



The Company competes for accessory and siding sales with building materials distributors and recreational vehicle wholesale suppliers which are numerous in all
of the Company's market areas.

The
Company competes with numerous competitors for accessories and siding sales with availability and price being the principal methods of competition. The Company believes it has
lower prices than local stores providing immediate access to accessories and higher prices than regional distributors providing two to fourteen day access. The Company delivers accessories to
everywhere in its market area on a daily to weekly basis.

Real Estate Investment and Development

The Company has invested in real estate held for resale. The Company has primarily selected unimproved land for investment opportunities. The Company intends
to exit the real estate segment and no further purchases of real estate are planned.

Industry Overview

Production of manufactured housing was stronger than related sales of manufactured housing to home buyers during 1998 and 1999. This unusually strong
production rate has created excessive retail inventories of manufactured homes. The excess supply of completed homes has greatly slowed the demand for additional production which reduces the demand
for axles and tires.

The
continued slow-down in the industry should increase the supply of used axles and tires resulting in lower purchase costs. The Company has on-hand axle and
tire inventories at prices higher than the anticipated future acquisition prices which should result in lower margins until current inventories are depleted. The Company expects to take advantage of
the lower costs by expanding market share and increasing overall sales through efficient operation and superior service.

Personnel

As of September 30, 2000, the Company had a total of 132 employees.

ITEM 2. PROPERTIES

The Company leases nine properties and owns two properties. The two properties owned by the Company are an 11,360 square foot warehouse in Emmett, Idaho and a
9,000 square foot processing facility in Platteville, Colorado.

The
Company leases four properties totaling 145,000 square feet in Emmett, Idaho. Three of the leased properties totaling 82,000 square feet are leased from T.J.T. Enterprises (1)(4)
and one property totaling 63,000 square feet is leased from Sheldon-Homedale Family, L.P. (2)(4). Two properties totaling 64,000 square feet are located in Oregon. One property, located in Centralia,
Washington totaling 593,000 square feet is leased from MBFI, Inc. (3)(4). One property located in Woodland, California totaling 44,000 square feet, is leased from Ulysses B. Mori (4). One
property located in Phoenix, Arizona totals 131,000 square feet. All properties are adequate and suitable for their needs

4

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and are being fully utilized, with the exception of the Salem, Oregon facility where operations have been curtailed. The Salem facility is currently utilizing 25% of a total of 21,000 square feet.

(1) T.J.T.
Enterprises is a partnership consisting of Terrence Sheldon, President and Chief Executive Officer of the Company, and Jerry L. Radandt, a former officer of
the Company. Mr. Sheldon and Mr. Radandt are equal partners in T.J.T. Enterprises.

(2) Sheldon-Homedale
Family, L.P. is a partnership owned by the Terrence Sheldon family. Terrence Sheldon, President and Chief Executive Officer of the Company, is a
five percent owner and general partner of Sheldon-Homedale, L.P.

(3) MBFI, Inc.
is a corporation owned by the Patricia Bradley family. Patricia I. Bradley, a Director of the Company until her resignation on September 5,
2000, owns approximately 95 percent of MBFI, Inc.

(4) The
Company believes that the lease terms obtained from T.J.T. Enterprises, Sheldon-Homedale Family, L.P., MBFI, Inc., and Ulysses B. Mori, a Director of the
Company, are as favorable as unaffiliated third party terms available to the Company.

ITEM 3. LEGAL PROCEEDINGS

There were no material legal proceedings to report at fiscal year end 2000.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Shareholders were not asked to vote on any matters during the quarter ended September 30, 2000.

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

The schedule below shows the names and certain information regarding all of the executive officers of TJT as of September 30, 2000. Each executive
officer has a one-year term of office.

|Name                |  | Age |  | Position                                                                                                                                                                                                                                                                                       
|------------------- |  | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |  |     |  |                                                                                                                                                                                                                                                                                                
|Terrence J. Sheldon |  | 58  |  | President, Chief Executive Officer, Chief Operating Officer from December 1998 through December 1999, Chairman of the Board of Directors, Trustee of the Company's 401(k) Profit Sharing Plan, Chairman of the
Directors Compensation Committee and Member of the Directors Executive Committee
|Larry B. Prescott   |  | 52  |  | Senior Vice President, Chief Financial Officer and Treasurer, Member of the Board of Directors, Trustee of the Company's 401(k) Profit Sharing Plan, Secretary of the Directors Executive Committee, and non-voting Secretary of the Directors Audit
Committee                                 
|Robert M. Harrison  |  | 65  |  | Senior Vice President, Chief Operating Officer, Member of the Board of Directors, Member of the Directors Audit Committee from February through November of 2000, and Member of the Directors Executive Committee                                                                              
|Michael J. Gilberg  |  | 31  |  | Vice President and Controller                                                                                                                                                                                                                                                                  

Terrence J. SheldonMr. Sheldon is the founder and principal stockholder of TJT and has served as President since
October 1986 and Chief Executive Officer since 1994.

Larry B. PrescottMr. Prescott has served as Senior Vice President, Chief Financial Officer and Treasurer since
January 1999. Previously, he served as Vice President and Portfolio Manager at U.S. Bancorp in Portland. Mr. Prescott received a B.A. in Business from Boise State University.

Robert M. HarrisonMr. Harrison has served as Senior Vice President and Chief Operating Officer since
December 1999. Previously he served as Vice PresidentManufacturing for the Boise Company.

Michael J. GilbergMr. Gilberg is a CPA and has served as Vice President and Controller since January 1999
and as Assistant Controller since 1997. Previously, he served with Deloitte & Touche in Boise, Idaho.

5

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock and Redeemable Common Stock Purchase Warrants are registered on the OTC Bulletin Board under the symbol "AXLE" and "AXLEW." The
table below shows the high and low sales prices of the Common Stock and the Warrants for each of the last eight fiscal quarters:

|              |             | Quarter
Ended
9/30/00 |       | Quarter
Ended
6/30/00 |       | Quarter
Ended
3/31/00 |       | Quarter
Ended
12/31/99
|------------- | ----------- | --------------------- | ----- | --------------------- | ----- | --------------------- | ----- | ----------------------
|Common Stock: |             |                       |       |                       |       |                       |       |                       
|              | High        |                       | 29/64 |                       | 1     |                       | 11/8  |                       
|              | Low         |                       | 1/4   |                       | 23/64 |                       | 1/2   |                       
|              | Quarter-end |                       | 9/32  |                       | 13/32 |                       | 13/16 |                       
|Warrants:     |             |                       |       |                       |       |                       |       |                       
|              | High        |                       | .01   |                       | .01   |                       | .001  |                       
|              | Low         |                       | .001  |                       | .001  |                       | .001  |                       
|              | Quarter-end |                       | .001  |                       | .01   |                       | .001  |                       

|              |             | Quarter
Ended
9/30/99 |       | Quarter
Ended
6/30/99 |       | Quarter
Ended
3/31/99 |       | Quarter
Ended
12/31/98
|------------- | ----------- | --------------------- | ----- | --------------------- | ----- | --------------------- | ----- | ----------------------
|Common Stock: |             |                       |       |                       |       |                       |       |                       
|              | High        |                       | 11/4  |                       | 13/8  |                       | 15/16 |                       
|              | Low         |                       | 1     |                       | 3/4   |                       | 1     |                       
|              | Quarter-end |                       | 11/64 |                       | 13/32 |                       | 1     |                       
|Warrants:     |             |                       |       |                       |       |                       |       |                       
|              | High        |                       | 3/32  |                       | 1/8   |                       | 1/8   |                       
|              | Low         |                       | 1/32  |                       | 1/32  |                       | 1/32  |                       
|              | Quarter-end |                       | 1/32  |                       | 1/16  |                       | 1/32  |                       

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

The
table below shows the approximate number of holders of record of the Company's Common Stock and Warrants at December 18, 2000:

Title of Class

Number of
registered ownersCommon Stock, $.001 par value

898Redeemable Common Stock Purchase Warrants

915


TJT
has never paid dividends to shareholders and does not expect to pay dividends in the foreseeable future. The Company intends to use future earnings for reinvestment in its
business and to repurchase TJT common stock. The Board of Directors will determine whether cash dividends will be paid in the future and payment of any dividends will be dependent on the Company's
financial condition, results of operations, capital requirements and other such factors as the Board of Directors deems relevant.

6

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ITEM 6. SELECTED FINANCIAL DATA

Fiscal Year Ended September 30  (Dollars in thousands except per share amounts)

|                    |                                              | 2000 |        | 1999      |   | 1998 |           | 1997 |     | 1996     
|------------------- | -------------------------------------------- | ---- | ------ | --------- | - | ---- | --------- | ---- | --- | ---------
|Operating data:     |                                              |      |        |           |   |      |           |      |     |          
|                    | Sales                                        |      | $      | 26,881    |   | $    | 34,642    |      | $   | 34,073   
|                    | Cost of goods sold                           |      |        | 22,502    |   |      | 28,446    |      |     | 27,946   
|                    | Selling, general and administrative expenses |      |        | 5,957     |   |      | 6,369     |      |     | 5,402    
|                    | Impairment loss                              |      |        | 847       |   |      |          |      |     |         
|Net income (loss)   |                                              |      | (1,720 | )         |   | (207 | )         |      | 446 |          
|Share data          |                                              |      |        |           |   |      |           |      |     |          
|                    | Net income (loss)                            |      |        | (.38      | ) |      | (.04      | )    |     | .09      
|                    | Weighted average shares outstanding          |      |        | 4,506,210 |   |      | 4,773,731 |      |     | 4,844,704
|Balance sheet data: |                                              |      |        |           |   |      |           |      |     |          
|                    | Cash                                         |      |        | 54        |   |      | 129       |      |     | 204      
|                    | Current assets                               |      |        | 6,102     |   |      | 6,265     |      |     | 6,606    
|                    | Property, plant & equipment, net             |      |        | 1,320     |   |      | 1,862     |      |     | 1,944    
|                    | Total assets                                 |      |        | 10,117    |   |      | 11,338    |      |     | 11,054   
|                    | Current liabilities                          |      |        | 2,921     |   |      | 2,311     |      |     | 1,929    
|                    | Long-term liabilities                        |      |        | 149       |   |      | 189       |      |     | 196      
|                    | Shareholder's equity                         |      |        | 7,047     |   |      | 8,838     |      |     | 8,929    

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

T.J.T., Inc.
has three business lines: axle and tire reconditioning, accessories and siding distribution, and real estate investment and development.

Axle
and tire reconditioning historically accounts for approximately 75 percent of consolidated sales. Axles and tires are purchased from manufactured homes dealers and
reconditioned in five locations in the western United States. After axles and tires are reconditioned and certified, they are sold to manufactured housing factories.

Axle
and tire reconditioning is performed at the Company's locations in Emmett, Idaho; Centralia, Washington; Woodland, California; Platteville, Colorado; and Phoenix, Arizona. The
Company maintains a manufacturing facility in Eugene, Oregon which manufactures metal hanger parts for attaching axles to manufactured homes and accessory parts used in the set-up of
manufactured homes on-site.

The
Company sells accessories to manufactured home dealers. The major product lines are vinyl skirting, piers, and related products through the Company's distribution channels which
comprise approximately 650 dealers. The Company also sells vinyl siding to the site-built construction industry out of its Emmett location.

The
Company purchases real estate for investment purposes. The real estate is held for resale. As of September 30, 2000, the book value of real estate held for resale was
$649,000. Management intends to sell presently-held real estate as market conditions allow. Management believes future costs will be too high relative to income from investment properties
and does not intend to aggressively pursue real estate investments in the near future.

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Performance Overview

The Company's operations resulted in a net loss for the fiscal year ended 2000 of $1,720,000 versus a net loss of $207,000 and net income of $446,000 for the
fiscal years ended 1999 and 1998, respectively.

Loss
per share in 2000 was $(.38) compared to a loss of $(.04) in 1999 and income of $.09 per share in 1998. The weighted average shares outstanding decreased 5.6 percent in
fiscal year 2000 and 1.5 percent in 1999. The Company has a stock repurchase program in place that authorizes the Company to purchase up to 740,000 shares. The Company purchased 71,400 shares
in fiscal year 2000 and 268,893 shares during 1999.

Net
sales were $26,881,000 in fiscal year 2000, a decrease of $7,761,000 and $7,192,000 from 1999 and 1998, respectively. The Company increased fiscal 2000 market share by
approximately $550,000 in sales, offsetting the approximately $8,300,000 decline in sales due to reduced production and sales of manufactured housing based upon a 24% decline in the manufactured
housing industry in the Company's market area.

Total
assets decreased to $10,117,000 at September 30, 2000 compared to $11,338,000 at September 30, 1999. Total equity was $7,047,000 at September 30, 2000, a
decrease of $1,791,000. Change in equity resulted from a reduction of retained earnings of $1,720,000, and an increase of treasury stock of $71,000.

The
Company estimates that an approximate 60% market share has been maintained over the last several years although since industry totals are unknown, estimating market share includes
extrapolating numerous estimates and results in a market share number subject to questionable accuracy.

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Results of Operations

The following table summarizes the Company's revenues and expenses by major categories as a percent of sales for 2000, 1999 and 1998:

2000

1999

1998Axle and tire reconditioning

69.8
%
75.5
%
75.8
%Manufactured housing accessories and siding

28.2

24.4

24.2Investment property income

2.0

0.1

Gross margin

16.3

17.9

18.0Selling expense

12.4

13.4

9.2Administrative expense

6.6

5.0

6.6Impairment loss

3.2



Interest income (expense)

(.3
)
0.0

0.2Other expense

0.1

0.2




2000

1999

1998Axles and Tires:Operating revenue

$
18,752

$
26,166

$
25,816Cost of goods


16,507


22,431


21,943Gross profit


2,245


3,735


3,873Selling, general administrative expense


3,100


3,679


3,092Impairment loss


847





Operating income (loss)


(1,702
)

56


781Accessories and Siding:Operating revenue


7,577


8,441


8,257Cost of goods


5,613


6,015


6,003Gross profit


1,964


2,426


2,254Selling, general administrative expense


2,779


2,618


2,310Operating income (loss)


(815
)

(192
)

(56
)Investment Property:Operating revenue


552


35


Cost of goods


382





Gross profit


170


35


Selling, general administrative expense


78


72


Operating income (loss)


92


(37
)




Axle
and tire sales decreased $7,414,000 during fiscal 2000, a 28.3% decrease from 1999. The acquisition of Ford Tires and Axles of Phoenix, Arizona contributed $2.6 million to
sales in fiscal 1999. After adjusting out the Ford acquisition, sales decreased $2.3 million for fiscal year 1999 versus the same period in 1998. The loss incurred by the Arizona acquisition
was approximately $1,100,000 and $450,000 in fiscal 2000 and 1999, respectively, due to weak axle and tire sales performance, high selling and administrative costs, and a fiscal 2000 impairment of
$455,000. The Company's Colorado location has also posted weaker than expected sales of tires and axles and lost approximately $350,000, $575,000, and $375,000 in fiscal 2000, 1999, and 1998,
respectively. The Company's California location has posted increased sales, but has losses of $625,000, $350,000, and $800,000 in fiscal 2000, 1999, and 1998, respectively due to high operating costs,
competition, and a fiscal 2000 impairment of $392,000. The gross margin has been impacted by higher purchase costs of used tires and axles and competitive pricing pressure on factory sales followed by
recycling volume which has decreased at a faster rate than the Company's reduction in operating costs.

The
impairment loss of $847,000 consisted of $360,000 of goodwill, $11,000 of merger costs, and $21,000 of property, plant, and equipment related to the Woodland, California
acquisition completed in

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fiscal 1997 and $407,000 of goodwill, $4,000 of merger costs, and $44,000 of property, plant, and equipment related to the Phoenix, Arizona acquisition completed in fiscal 1999. All goodwill
attributable to the California and Arizona acquisitions has been impaired. The California and Arizona locations experienced increases in sales subsequent to acquisition with further increases in sales
and operational performances expected by management until the rapid deterioration in the manufactured housing industry during fiscal 2000. Due to the deterioration in the industry the Company no
longer expects to fully recover the book value assigned to the California and Arizona acquisitions as projected increases in sales and operational performance are sufficient to produce positive cash
flow, but
insufficient to also cover the amortization of goodwill, merger costs, and certain items of property, plant, and equipment.

The
manufactured housing industry continues to experience an overabundance of new and used homes due in part to overproduction as well as a decrease in consumer demand due to a
tightening of credit requirements. In the Company's market area the decrease in manufactured housing production from fiscal 1999 to 2000 was approximately 24%. The Company expects this downward trend
to continue, at least in the short term, and expects sales for fiscal 2001 to be approximately at the fiscal 2000 level. The Company continues to take steps to decrease costs in an attempt to match
our customers decrease in production. Should this downward trend continue, the Company will have to continue to take steps to decrease costs such as shutting down locations, or parts of locations,
reducing personnel, and reducing inventory. These steps have the general desired effect of reducing costs but also make servicing present customers more difficult.

Sales
of accessories decreased $864,000 during fiscal 2000, a 10.2% decrease from 1999. The gross margin decreased 2.8 percent in fiscal year 2000 over fiscal year 1999. The
operating loss increased to $815,000 in fiscal 2000 after losses of $192,000 in 1999 and $56,000 in 1998 as a result of increased cost of goods and competitive pricing pressure followed by sales
volume which has decreased at a faster rate than the Company's reduction in operating costs.

Investment
real property operating income was $92,000. Upon receiving additional cash deposits relating to underlying notes from the sale of investment property, the Company will be
able to record deferred gains of approximately $120,000.

The
Company intends to exit the investment property segment. Although no formal plan has been approved or even developed, a general consensus exists among management as well as the
Board of Directors that further investments in investment property are not warranted as they are not sufficiently related to our core manufactured housing related business.

Investment
property is being attempted to be sold through listings with real estate agents, through an employee whose job is to facilitate such sales, and possibly through an auction
for certain pieces which remain unsold. No timeline exists for when investment property will finally be disposed of.

Overall
gross profit was $4,379,000 for the year which contributed to a gross margin of 16.3 percent which is a decrease of 1.6 percent from 1999.

Total
selling and administrative expense decreased $412,000 or 6.5 percent from last year. System upgrades were also completed during fiscal 2000 which have increased the
timeliness and availability of information available to Company Management.

Seasonality

The manufactured housing industry and the site-built construction industry are seasonal within the majority of the Company's market area.
Typically, sales for the months from November through March are lower than for other months due to weather and ground conditions. Assuming normal weather conditions, the Company expects the quarters
ended September 30 and June 30 to be higher volume

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quarters and the quarter ended March 31 to be the lowest volume quarter. The following table summarizes operating results by quarter and demonstrates the seasonal nature of TJT's operations:

|                       |                         | December 31 |   | March 31 |   | June 30 |       | September 30 |  
|---------------------- | ----------------------- | ----------- | - | -------- | - | ------- | ----- | ------------ | -
|
|Fiscal year ended 2000 |                         |             |   |          |   |         |       |              |  
|                       | Net sales               |             | $ | 6,455    |   | $       | 5,822 |              | $
|                       | Gross profit            |             |   | 1,150    |   |         | 853   |              |  
|                       | Operating income (loss) |             |   | (465     | ) |         | (699  | )            |  
|                       | Net income (loss)       |             |   | (311     | ) |         | (457  | )            |  
|Fiscal year ended 1999 |                         |             |   |          |   |         |       |              |  
|                       | Net sales               |             | $ | 8,299    |   | $       | 8,636 |              | $
|                       | Gross profit            |             |   | 1,455    |   |         | 1,450 |              |  
|                       | Operating income        |             |   | 94       |   |         | (162  | )            |  
|                       | Net income              |             |   | 49       |   |         | (121  | )            |  

Liquidity and Capital Resources

Historically, the Company's principal sources of liquidity have been cash flow from operations and borrowings under a revolving line of credit with a bank. As
of September 30, 2000, the Company's available credit under the bank line was $1,390,000. The credit line bears interest at the Federal Funds rate plus 3.25 percent. The line matures on
June 30, 2001 and the Company expects to renew the line at that time. During fiscal 2000, the Company was not in compliance with restrictive covenants under the operating line agreement and has
obtained waivers for the noncompliance.

At
September 30, 2000, $1,610,000 was outstanding under the line of credit. Although a waiver was obtained from the lender, the Company was not in compliance with a cash flow
coverage covenant. A minimum tangible equity of $6,000,000 is required by another covenant which the Company was in compliance with at September 30, 2000. It is likely that waivers will be
required for both the cash flow coverage as well as the minimum tangible equity covenants as long as the Company has net losses.

While
waivers for noncompliance have so far been obtained by the Company, there is no assurance that waivers will be obtained in the future, if needed. Should the Company be unable to
obtain a waiver or be unable to obtain a waiver at an acceptable cost, the Company may be required to pay down the operating line or convert the operating line to an asset based loan. Asset based
loans typically have a 2-5% higher interest rate than lines of credit.

The
Company expects that cash flow from operations combined with the line of credit will be a sufficient source of liquidity in order to fund operations. Although the manufactured
housing industry has been deteriorating over the past year management expects that, even with decreased sales and margins, inventory could be sold and not replaced, or replaced at lower cost resulting
in sufficient liquidity even within the deteriorating industry.

In
order to reduce cash outflow, as well as improve performance, the unit purchase cost of axles and tires was reduced subsequent to year end. The reduction in unit purchase cost was
generally accepted within the industry as a nationwide surplus of axles and tires exists due to the decreased production and resulting fewer homes requiring axles and tires. While cash outflow
decreased at the same time that purchase costs were reduced, about three months of inventory must be sold before the decreased purchase costs are reflected in operations.

Other Events

The Board of Directors authorized a stock repurchase plan of 500,000 shares in May 1999. This plan was in addition to 240,000 additional shares
authorized in November 1998. The shares authorized for repurchase account for approximately 15 percent of the Company's outstanding stock.

11

---



During
fiscal 1999 $99,875 of the $260,000 loss before income taxes was attributable to the writeoff of a securities subscription agreement with a group of investors. Two out of six
investors failed to pay their portion of the $470,000 subscription to which they had contractually agreed. The Company has exhausted all methods of collecting the amounts due under the subscription
agreement short of litigation.Because the Company has not been able to identify assets owned by either of the individuals from which a judgment could
be paid, the Company has been reluctant to incur the substantial costs necessary to bring the litigation to obtain such a judgment.The two individuals
are not employees of the Company and are also not known to be shareholders.

Company Strategy

The Company focus will be the return to profitability. The Company has completed its acquisitions and expansions and now has operating locations in six states.
The Salem, Oregon recycling operations were condensed into the Centralia, Washington facility during August, 2000. The Company plans to continue to increase its market share of axles and tires in
Colorado and Arizona. Management was replaced in California in July 2000; Colorado in June 2000; and Arizona in May 2000.

Improvement
of gross margins should result from implementation of a plan to fully utilize Company-wide resources by increasing controls of prices paid for used axles and
tires, improving inventory controls and cash management.

Personnel
costs are expected to decrease as a result of a continued reduction of the managerial staff and reorganization of reporting lines.

Recently Issued Accounting Standards

In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities." SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging
activities. The statement requires that entities recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. Under
current operations, adoption of SFAS No. 133 is not expected to have a material impact
on the Company's results of operations or financial position. SFAS No. 133 is effective for the Company's fiscal year ending September 30, 2001.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

T.J.T., INC.FORM 10-K  INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

|                              |  | Page
|----------------------------- |  | ----
|Balance Sheets                |  | 13  
|Statement of Operations       |  | 14  
|Statements of Cash Flows      |  | 15  
|Changes in Equity             |  | 16  
|Notes to Financial Statements |  | 17  
|Independent Auditors' Report  |  | 27  

12

---



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

|At September 30,                                               |                                                                                                      | 2000                       |                                            | 1999   |      
|-------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------------ | ------ | -----
|Current assets:                                                |                                                                                                      |                            |                                            |        |      
|                                                               | Cash and cash equivalents                                                                            |                            | $                                          | 54     |      
|                                                               | Accounts receivable and notes receivable (net of allowance for doubtful accounts of $8 and $35)      |                            |                                            | 1,893  |      
|                                                               | Income taxes receivable                                                                              |                            |                                            | 296    |      
|                                                               | Inventories                                                                                          |                            |                                            | 3,816  |      
|                                                               | Prepaid expenses and other current assets                                                            |                            |                                            | 43     |      
|                                                               |                                                                                                      |                            |                                            |        |      
|                                                               |                                                                                                      | Total current assets       |                                            |        | 6,102
|Property, plant and equipment, net of accumulated depreciation |                                                                                                      |                            | 1,320                                      |        |      
|Notes receivable                                               |                                                                                                      |                            | 330                                        |        |      
|Notes receivable from related parties                          |                                                                                                      |                            | 237                                        |        |      
|Real estate held for investment                                |                                                                                                      |                            | 649                                        |        |      
|Deferred charges and other assets                              |                                                                                                      |                            | 192                                        |        |      
|Deferred tax asset                                             |                                                                                                      |                            | 420                                        |        |      
|Goodwill                                                       |                                                                                                      |                            | 867                                        |        |      
|                                                               |                                                                                                      |                            |                                            |        |      
|                                                               | Total assets                                                                                         |                            | $                                          | 10,117 |      
|                                                               |                                                                                                      |                            |                                            |        |      
|Current liabilities:                                           |                                                                                                      |                            |                                            |        |      
|                                                               | Line of credit                                                                                       |                            | $                                          | 1,787  |      
|                                                               | Accounts payable                                                                                     |                            |                                            | 699    |      
|                                                               | Accrued liabilities                                                                                  |                            |                                            | 435    |      
|                                                               |                                                                                                      |                            |                                            |        |      
|                                                               |                                                                                                      | Total current liabilities  |                                            |        | 2,921
|Deferred income and other noncurrent obligations               |                                                                                                      |                            | 149                                        |        |      
|Deferred income taxes                                          |                                                                                                      |                            |                                           |        |      
|                                                               |                                                                                                      |                            |                                            |        |      
|                                                               | Total liabilities                                                                                    |                            |                                            | 3,070  |      
|                                                               |                                                                                                      |                            |                                            |        |      
|Shareholders' equity:                                          |                                                                                                      |                            |                                            |        |      
|                                                               | Common stock, $.001 par value; 10,000,000 shares authorized; 4,854,739 shares issued and outstanding |                            |                                            | 5      |      
|                                                               | Common stock warrants                                                                                |                            |                                            | 113    |      
|                                                               | Capital surplus                                                                                      |                            |                                            | 6,068  |      
|                                                               | Retained earnings                                                                                    |                            |                                            | 1,254  |      
|                                                               | Treasury stock (351,200 and 279,800 shares at cost)                                                  |                            |                                            | (393   | )    
|                                                               |                                                                                                      |                            |                                            |        |      
|                                                               |                                                                                                      | Total shareholders' equity |                                            |        | 7,047
|                                                               |                                                                                                      |                            |                                            |        |      
|                                                               |                                                                                                      |                            | Total liabilities and shareholders' equity |        | $    
|                                                               |                                                                                                      |                            |                                            |        |      

See
accompanying notes to financial statements.

13

---

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

|For the year ended September 30,              |                            | 2000               |           | 1999   |        | 1998      |       
|--------------------------------------------- | -------------------------- | ------------------ | --------- | ------ | ------ | --------- | ------
|Sales (net of returns and allowances):        |                            |                    |           |        |        |           |       
|                                              | Axles and tires            |                    | $         | 18,752 |        | $         | 26,166
|                                              | Accessories and siding     |                    |           | 7,577  |        |           | 8,441 
|                                              | Investment property income |                    |           | 552    |        |           | 35    
|                                              |                            |                    |           |        |        |           |       
|                                              |                            | Total sales        |           |        | 26,881 |           |       
|Cost of goods sold                            |                            |                    |           |        |        |           |       
|                                              | Axles and tires            |                    |           | 16,507 |        |           | 22,431
|                                              | Accessories and siding     |                    |           | 5,613  |        |           | 6,015 
|                                              | Investment property income |                    |           | 382    |        |           |      
|                                              |                            |                    |           |        |        |           |       
|                                              |                            | Cost of goods sold |           |        | 22,502 |           |       
|                                              | Gross profit               |                    |           | 4,379  |        |           | 6,196 
|Selling, general and administrative expenses  |                            |                    | 5,957     |        |        | 6,369     |       
|Impairment loss                               |                            |                    | 847       |        |        |          |       
|                                              |                            |                    |           |        |        |           |       
|                                              | Operating income (loss)    |                    |           | (2,425 | )      |           | (173  
|Interest income                               |                            |                    | 72        |        |        | 81        |       
|Interest expense                              |                            |                    | (156      | )      |        | (67       | )     
|Income on investment property (non-operating) |                            |                    |          |        |        |          |       
|Other income (expense)                        |                            |                    | 30        |        |        | (101      | )     
|                                              |                            |                    |           |        |        |           |       
|                                              | Income (loss) before taxes |                    |           | (2,479 | )      |           | (260  
|                                              | Income taxes (benefit)     |                    |           | (759   | )      |           | (53   
|                                              |                            |                    |           |        |        |           |       
|                                              | Net income (loss)          |                    | $         | (1,720 | )      | $         | (207  
|                                              |                            |                    |           |        |        |           |       
|Net income (loss) per common share            |                            | $                  | (0.38     | )      | $      | (0.04     | )     
|Weighted average shares outstanding           |                            |                    | 4,506,210 |        |        | 4,773,731 |       
|                                              |                            |                    |           |        |        |           |       

See
accompanying notes to financial statements.

14

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

|For the year ended September 30,          |                                                                                   | 2000                                                |                                                | 1999   |      | 1998 |      
|----------------------------------------- | --------------------------------------------------------------------------------- | --------------------------------------------------- | ---------------------------------------------- | ------ | ---- | ---- | -----
|Cash flows from operating activities:     |                                                                                   |                                                     |                                                |        |      |      |      
|                                          | Net income (loss)                                                                 |                                                     | $                                              | (1,720 | )    | $    | (207 
|                                          | Adjustments to reconcile net income to net cash provided by operating activities: |                                                     |                                                |        |      |      |      
|                                          |                                                                                   | Depreciation and amortization                       |                                                |        | 794  |      |      
|                                          |                                                                                   | Impairment Loss                                     |                                                |        | 847  |      |      
|                                          |                                                                                   | (Gain) loss on sale of assets                       |                                                |        | (30  | )    |      
|                                          |                                                                                   | Change in receivables                               |                                                |        | 34   |      |      
|                                          |                                                                                   | Change in inventory                                 |                                                |        | 205  |      |      
|                                          |                                                                                   | Change in prepaid expenses and other current assets |                                                |        | 47   |      |      
|                                          |                                                                                   | Change in accounts payable                          |                                                |        | 42   |      |      
|                                          |                                                                                   | Change in taxes                                     |                                                |        | (645 | )    |      
|                                          |                                                                                   | Change in other assets and liabilities              |                                                |        | (104 | )    |      
|                                          |                                                                                   |                                                     |                                                |        |      |      |      
|                                          |                                                                                   |                                                     | Net cash provided/used by operating activities |        |      | (530 | )    
|                                          |                                                                                   |                                                     |                                                |        |      |      |      
|Cash flows from investing activities:     |                                                                                   |                                                     |                                                |        |      |      |      
|                                          | Additions to property, plant and equipment                                        |                                                     |                                                | (94    | )    |      | (364 
|                                          | Issuance of notes receivable                                                      |                                                     |                                                | (10    | )    |      | (3   
|                                          | Payments on notes receivable                                                      |                                                     |                                                | 44     |      |      | 33   
|                                          | Proceeds from sale of assets                                                      |                                                     |                                                | 36     |      |      |     
|                                          | Land purchased for investment                                                     |                                                     |                                                | (439   | )    |      | (308 
|                                          | Sale of land purchased for investment                                             |                                                     |                                                | 361    |      |      | 56   
|                                          | Net cash paid for Ford acquisition                                                |                                                     |                                                |       |      |      | (251 
|                                          | Net cash paid for Hanger acquisition                                              |                                                     |                                                |       |      |      |     
|                                          | Direct acquisition costs                                                          |                                                     |                                                |       |      |      | (4   
|                                          |                                                                                   |                                                     |                                                |        |      |      |      
|                                          |                                                                                   | Net cash used by investing activities               |                                                |        | (102 | )    |      
|                                          |                                                                                   |                                                     |                                                |        |      |      |      
|Cash flows from financing activities:     |                                                                                   |                                                     |                                                |        |      |      |      
|                                          | Treasury stock transactions                                                       |                                                     |                                                | (71    | )    |      | (278 
|                                          | Proceeds from stock subscriptions receivable                                      |                                                     |                                                |       |      |      |     
|                                          | Proceeds from debt                                                                |                                                     |                                                | 1,243  |      |      | 1,505
|                                          | Payments on debt                                                                  |                                                     |                                                | (615   | )    |      | (346 
|                                          |                                                                                   |                                                     |                                                |        |      |      |      
|                                          |                                                                                   | Net cash provided/used by financing activities      |                                                |        | 557  |      |      
|                                          |                                                                                   |                                                     |                                                |        |      |      |      
|Net decrease in cash and cash equivalents |                                                                                   |                                                     | (75                                            | )      |      | (75  | )    
|Cash and cash equivalents at October 1    |                                                                                   |                                                     | 129                                            |        |      | 204  |      
|                                          |                                                                                   |                                                     |                                                |        |      |      |      
|Cash and cash equivalents at September 30 |                                                                                   | $                                                   | 54                                             |        | $    | 129  |      
|                                          |                                                                                   |                                                     |                                                |        |      |      |      
|Supplemental information:                 |                                                                                   |                                                     |                                                |        |      |      |      
|                                          | Interest paid                                                                     |                                                     | $                                              | 156    |      | $    | 67   
|                                          | Income taxes payments, net of refunds                                             |                                                     |                                                | (114   | )    |      | 81   
|Noncash transactions:                     |                                                                                   |                                                     |                                                |        |      |      |      
|                                          | Sale of land by issuance of note receivable                                       |                                                     | $                                              | 31     |      | $    | 98   
|                                          | Impairment loss                                                                   |                                                     |                                                | 847    |      |      |     
|                                          | Acquisition of property, plant and equipment by capital lease                     |                                                     |                                                |       |      |      | 22   
|                                          | Reaquisition of investment property by cancellation of note receivable            |                                                     |                                                |       |      |      | 38   
|                                          | Sale of Bend, Oregon location by note receivable                                  |                                                     |                                                |       |      |      | 195  
|                                          | Offset of subscription receivable against accrued payable                         |                                                     |                                                |       |      |      | 294  
|                                          | Write off of subscription receivable                                              |                                                     |                                                |       |      |      | 100  

See accompanying notes to financial statements.

15

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T.J.T., INC.        STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY        (Dollars in thousands)

|                                           |  | Common
Stock |   | Common
Stock
Warrants |   | Capital
Surplus |  | Retained
Earnings |       | Treasury
Stock |   | Stock
Subscriptions
Receivable |  
|------------------------------------------ |  | ------------ | - | --------------------- | - | --------------- |  | ----------------- | ----- | -------------- | - | ------------------------------ | -
|Balance at October 1, 1997                 |  |              | 5 |                       |   | 113             |  |                   | 6,068 |                |   | 2,735                          |  
|                                           |  |              |   |                       |   |                 |  |                   |       |                |   |                                |  
|Payments on stock subscriptions receivable |  |              |   |                       |   |                 |  |                   |       |                |   |                                |  
|Treasury stock transactions                |  |              |  |                       |   |                |  |                   |      |                |   |                               |  
|Net income                                 |  |              |  |                       |   |                |  |                   |      |                |   | 446                            |  
|                                           |  |              |   |                       |   |                 |  |                   |       |                |   |                                |  
|Balance at September 30, 1998              |  |              | 5 |                       |   | 113             |  |                   | 6,068 |                |   | 3,181                          |  
|                                           |  |              |   |                       |   |                 |  |                   |       |                |   |                                |  
|Changes in stock subscriptions receivable  |  |              |  |                       |   |                |  |                   |      |                |   |                               |  
|Treasury stock transactions                |  |              |  |                       |   |                |  |                   |      |                |   |                               |  
|Net loss                                   |  |              |  |                       |   |                |  |                   |      |                |   | (207                           | )
|                                           |  |              |   |                       |   |                 |  |                   |       |                |   |                                |  
|Balance at September 30, 1999              |  | $            | 5 |                       | $ | 113             |  | $                 | 6,068 |                | $ | 2,974                          |  
|                                           |  |              |   |                       |   |                 |  |                   |       |                |   |                                |  
|Treasury stock transactions                |  |              |  |                       |   |                |  |                   |      |                |   |                               |  
|Net loss                                   |  |              |  |                       |   |                |  |                   |      |                |   | (1,720                         | )
|                                           |  |              |   |                       |   |                 |  |                   |       |                |   |                                |  
|Balance at September 30, 2000              |  | $            | 5 |                       | $ | 113             |  | $                 | 6,068 |                | $ | 1,254                          |  
|                                           |  |              |   |                       |   |                 |  |                   |       |                |   |                                |  

See
accompanying notes to financial statements.

16

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T.J.T., INC.        NOTES TO FINANCIAL STATEMENTS        September 30, 2000, 1999 and 1998

NOTE ASIGNIFICANT ACCOUNTING POLICIES

Business Activity

The Company is engaged in the business of repairing and reconditioning axles and tires for the manufactured housing industry. The Company also sells skirting
and other aftermarket accessories to manufactured housing dealers, and vinyl and steel siding primarily to the site-built housing market. The Company grants trade credit to customers in
Idaho, Oregon, California, Utah, Washington, Montana, Colorado, Wyoming, Arizona, Texas and Nevada, substantially all of whom are manufactured housing factories, manufactured housing dealers,
site-built home contractors or siding contractors.

Major Suppliers and Customers

The Company had no single supplier of axles and tires or accessories that represented 10 percent or more of total purchases. The Company has certain
major customers for reconditioned axles and tires, all of which are manufactured housing producers. Three companies have purchases representing 10 percent or more of sales:

2000

1999

1998Company A

14

20

9Company B

9

14

11Company C

12

8

6


Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.

Accounts Receivable and Bad Debts

The Company performs credit history checks and limited financial analysis before credit terms are offered to customers. Accounts receivable are generally
unsecured. Bad debts are accounted for using the allowance method. Expense is recognized based on an estimate of uncollectible accounts.

Property, Plant and Equipment

Property, plant and equipment is stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives for
financial reporting purposes.

Notes Receivable

Notes receivable consist primarily of amounts owed by individuals related to the sale of real estate and are generally secured by the real estate sold.

Deferred Charges and Other Assets

Deferred charges and other assets consist primarily of prepaid consulting fees and direct out-of-pocket or incremental legal and
accounting fees capitalized as merger costs incurred in

17

---

connection with the Bradley Enterprises, Inc., Leg-it Tire Co., Inc. and Ford's Tires and Axles acquisitions. The prepaid merger costs are being amortized over five years on
the straight-line method.

Goodwill

Goodwill consists of the excess of purchase price paid over net assets acquired. Goodwill is amortized over 15 years on the straight-line
method and is presented net of amortization. The carrying amount of unamortized goodwill is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of
goodwill may not be recoverable. During Fiscal 2000 unamortized goodwill in the amount of $767,000 was written off.

2000

1999

1998(Dollars in thousands)Goodwill at October 1

$
1,771

$
1,440

$
1,396Purchased additions





458


143Amortization


(137
)

(127
)

(99
)Impairment loss


(767
)




Goodwill at September 30


867


1,771


1,440


The
impairment loss of $847,000 consisted of $360,000 of goodwill, $11,000 of merger costs, and $21,000 of property, plant, and equipment related to the Woodland, California
acquisition completed in fiscal 1997 and $407,000 of goodwill, $4,000 of merger costs, and $44,000 of property, plant, and equipment related to the Phoenix, Arizona acquisition completed in fiscal
1999. All goodwill attributable to the California and Arizona acquisitions has been impaired. The California and Arizona locations experienced increases in sales subsequent to acquisition with further
increases in sales and operational performances expected by management until the rapid deterioration in the manufactured housing industry during fiscal 2000. Due to the deterioration in the industry
the Company no longer
expects to fully recover the book value assigned to the California and Arizona acquisitions as projected increases in sales and operational performance are sufficient to produce positive cash flow,
but insufficient to also cover the amortization of goodwill, merger costs, and certain items of property, plant, and equipment.

Deferred Credits

Deferred credits consist of gains on the sale of land held for investment where the Company provided virtually 100 percent financing to the buyer. The
Company recognizes interest income and then a reduction of the principal balance to the extent of payments received on the related notes receivable until it has received 25 percent or more of
the original principal balance, at which point the remaining deferred gain is recognized.

Securities Subscription Agreement

On January 31, 1995, the Company entered into a securities subscription agreement with a group of investors whereby the Company issued 400,000 shares of
common stock in exchange for an unsecured promissory note of $470,000 due September 30, 2000 and bearing interest at eight percent. During 1998 two of the investors paid a total of $17,625.
During 1999 $293,750 of the note was offset against a payable due an investor and the remaining $99,875 was written off and included in other expenses due to the uncertainty of collection.

18

---

The Company sold 400,000 shares of its common stock to a private investor group in exchange for a note receivable of $470,000 in January 1995. Three members of the group
qualify as related parties. Robert M. Rubin holds greater than five percent of the outstanding stock, Stephen A. Weiss was a director of the Company until he resigned on June 15, 1997, and
Arthur J. Berry is a director of the Company. Mr. Berry paid $58,750, plus interest, representing his portion of the note on March 20, 1997. Mr. Weiss' $70,500 portion of the note
receivable was written off during 1999 due to the uncertainty of collection. Mr. Rubin's $293,750 portion of the note receivable was offset in fiscal 1999 against a payable due
Mr. Rubin.

Income Taxes

Income taxes are accounted for using the asset and liability method under which deferred income taxes are determined based on differences between the financial
reporting and tax basis of assets and liabilities. Deferred income taxes are measured by applying enacted tax rates and laws to taxable years in which such differences are expected to reverse.

Earnings Per Share

Earnings per share is computed by dividing net income applicable to common shareholders by the weighted average number of shares outstanding.

All
warrants and options are antidilutive for each year presented. For fiscal 2000, 4,500,644 warrants and 340,000 stock options were excluded from the computation of diluted earnings
per share as they were antidilutive. The warrants and stock options could potentially be dilutive to earnings per share in the future.

Revenue Recognition

The Company recognizes revenue at the time delivery is made to the customer, or when used by the customer in the case of consigned inventory. No agreements
exist requiring any performance by the Company subsequent to the sale.

Concentration of Credit Risk

All trade receivables are due from entities involved in the housing industry and are unsecured. The accounting loss incurred if all parties failed entirely to
perform on their obligation is equal to the balance outstanding for trade accounts receivable.

Notes
receivable related to sales of real estate held for investment are secured by real estate located near Emmett, Idaho. Notes receivable related to the sale of the retail
distribution location in Bend, Oregon is secured by inventory and receivables and represents approximately $177,000 of the note receivable balance at September 30, 2000. The accounting loss
incurred if all parties failed entirely to perform on their obligation is equal to the balance outstanding on the notes receivable less amounts realizable from the foreclosure and resale of the assets
securing the notes receivable.

Fair Value of Financial Instruments

The Company has a number of nonderivative financial instruments, none of which are held for trading purposes. The Company estimates that the fair value of the
financial instruments at September 30, 2000 approximates the aggregate carrying values recorded on the balance sheet. The estimated fair values have been determined by the Company using
available market information and appropriate valuation methodologies. Judgment is required in interpreting market data to develop the estimates of fair value and the estimates are not necessarily
indicative of amounts the Company could realize in a current market exchange.

19

---

Significant Estimates

Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and reported revenues and expenses. Significant estimates used in preparing these financial statements include those assumed in
determining the collectibility of receivables, and determining the lower of cost or market and obsolescence on inventories. It is reasonably possible that the significant estimates may change within
the next year.

Recently Issued Accounting Standards

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities." In June 1999, the FASB issued SFAS No. 137 "Accounting for Derivative Instruments and Hedging ActivitiesDeferral of the
Effective Date of FASB Statement No. 133" which delays the effective date of SFAS No. 133 to fiscal years beginning after June 15, 2000. In June 2000, the FASB issued SFAS
No. 138 "Accounting for Certain Derivative Instruments and Certain Hedging Activities" which amends some of the provisions of FASB 133. The Company plans to adopt the provisions of
SFAS 133 and SFAS 138 in the first quarter of 2001. The Company is in the process of determining what the effect of SFAS 133 and SFAS 138 will be on earnings and financial
position.

Reclassifications

Certain amounts have been reclassified to conform with the 2000 presentation.

NOTE BINVENTORIES

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

2000

1999(Dollars in thousands)Raw materials

$
1,337

$
1,271Finished goods


2,479


2,750Total

$
3,816

$
4,021


NOTE CPROPERTY, PLANT AND EQUIPMENT

2000

1999(Dollars in thousands)Land and building

$
386

$
389Leasehold improvements


369


400Furniture and equipment


1,101


1,184Vehicles and trailers


1,345


1,4453,201


3,418Less accumulated depreciation


1,881


1,556Net property, plant and equipment

$
1,320

$
1,862


Depreciation
expense was $566,000, $538,000 and $402,000 for 2000, 1999 and 1998, respectively.

20

---

NOTE DLEASES

The Company leases vehicles, administrative office space, manufacturing facilities, building and warehouse space, and storage yard space. The leases, which
expire between June 2001 and December 2003, are classified as operating leases. The leases have been entered into with related parties and unaffiliated entities. There are no significant
renewal or purchase options or escalation clauses.

The
future minimum payments by fiscal year under noncancellable operating lease agreements at September 30, 2000 were:

(Dollars in thousands)2001

$
3352002


3032003


1092004


72005


Thereafter


Total

$
754


Rental
expense and rent paid to related parties were:

|                              |                               | 2000 |     | 1999 |   | 1998
|----------------------------- | ----------------------------- | ---- | --- | ---- | - | ----
|
|Rental expense                |                               | $    | 328 |      | $ | 322 
|Rent paid to related parties: |                               |      |     |      |   |     
|                              | MBFI, Inc.                    |      |     | 110  |   |     
|                              | Ulysses Mori                  |      |     | 56   |   |     
|                              | T.J.T. Enterprises            |      |     | 32   |   |     
|                              | Sheldon-Homedale Family, L.P. |      |     | 23   |   |     

MBFI, Inc.
is a corporation owned by the Bradley family. Patricia I. Bradley, a Director of the Company until her resignation in September, 2000, owns approximately
95 percent of MBFI, Inc. Mr. Mori is a Director of the Company. T.J.T. Enterprises is a partnership consisting of Terrence Sheldon, President and Chief Executive Officer of the
Company, and Jerry L. Radandt, a former officer of the Company. Mr. Sheldon and Mr. Radandt are equal partners in T.J.T. Enterprises. Sheldon-Homedale Family, L.P. (Homedale) is a
partnership owned by the Sheldon family. Terrence Sheldon owns five percent and is a general partner of Homedale.

NOTE ECREDIT FACILITY

The Company has a revolving credit facility secured by receivables and inventory with a financial institution maturing in June 2001. The maximum amount
available under the line of credit is $3,000,000. The interest rate on the credit line is the Federal Funds rate plus 3.25 percent. The Company has not met the various restrictive covenants
attached to the revolving credit line and has obtained waivers for the noncompliance through September 30, 2000.

21

---

NOTE FSHAREHOLDERS' EQUITY

Authorized stock of the Company consists of 10,000,000 shares of $.001 par value common stock and 5,000,000 shares of $.001 par value preferred stock. No
shares of preferred stock have been issued. The Company has issued 4,500,644 warrants to purchase the Company's common stock. Each warrant entitles the holder to purchase one share of common stock at
$4.00 per share. The warrants are exercisable beginning December 21, 1996 and expire December 21, 2000. The warrants are redeemable by the Company with 30 days written notice at
the rate of $.10 per warrant after December 21, 1996 and only if the average stock closing bid price equals or exceeds $7.50 per share for 10 consecutive trading days.

NOTE GSTOCK OPTIONS

The Company has two stock option plans which allow key employees and directors of the Company to receive incentive and non-qualified stock options.
Both plans provide for the options to be granted at market price and to expire ten years from the grant date. The plans allow up to 400,000 incentive, or nonqualified options to be issued to key
employees and up to 200,000 nonqualified options to be issued to directors.

|                                                                                         |                            | 2000 |   | 1999    |   | 1998      
|---------------------------------------------------------------------------------------- | -------------------------- | ---- | - | ------- | - | ----------
|Number of option shares                                                                  |                            |      |   |         |   |           
|                                                                                         | Beginning of year          |      |   | 78,000  |   |           
|                                                                                         | Granted                    |      |   | 275,000 |   |           
|                                                                                         | Became exercisable         |      |   | 15,000  |   |           
|                                                                                         | Expired                    |      |   | (13,000 | ) |           
|                                                                                         | Outstanding at end of year |      |   | 340,000 |   |           
|                                                                                         | Exercisable at end of year |      |   | 29,000  |   |           
|Weighted-average exercise prices                                                         |                            |      |   |         |   |           
|                                                                                         | Beginning of year          |      | $ | 1.15    |   | $         
|                                                                                         | Granted at fair value      |      |   | .75     |   |           
|                                                                                         | Expired                    |      |   | 1.02    |   |           
|                                                                                         | Outstanding at end of year |      |   | .84     |   |           
|                                                                                         | Exercisable at end of year |      |   | 1.23    |   |           
|Range of exercise prices at September 30, 2000                                           |                            |      |   |         | $ | .75-2.00  
|Remaining weighted-average contractual life of options outstanding at September 30, 2000 |                            |      |   |         |   | 9.16 years

The
Company has elected not to adopt the provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (FAS 123).
Assumptions used to calculate the income statement impact of stock options granted as if the Company had adopted FAS 123 were as follows:

|                  |                         | 2000 |          | 1999 |           | 1998 |         
|----------------- | ----------------------- | ---- | -------- | ---- | --------- | ---- | --------
|Weighted average: |                         |      |          |      |           |      |         
|                  | Risk-free interest rate |      | 5.64     | %    | 4.77-5.41 | %    | 5.83    
|                  | Expected life           |      | 10 Years |      | 10 years  |      | 10 Years
|                  | Expected volatility     |      | 74.05    | %    | 40.94     | %    | 56.86   
|                  | Expected dividends      |      | None     |      | None      |      | None    

Using
these assumptions, expenses related to the granting of stock options as calculated under FAS 123 were not material to the Company's results of operations.

22

---

NOTE HINCOME TAXES

The Company accounts for income taxes as prescribed by Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," which
requires deferred income taxes to be accounted for using the liability method and allows recognition of operating loss and tax credit carryforwards as deferred tax assets.

The
components of income tax expense for the years ended September 30 are as follows:

|          |         | 2000  |   | 1999 |      | 1998 |    
|--------- | ------- | ----- | - | ---- | ---- | ---- | ---
|
|Current:  |         |       |   |      |      |      |    
|          | Federal |       | $ | (308 | )    | $    | (16
|          | State   |       |   | (2   | )    |      | (6 
|Deferred: |         |       |   |      |      |      |    
|          | Federal |       |   | (319 | )    |      | (26
|          | State   |       |   | (130 | )    |      | (5 
|          |         |       |   |      |      |      |    
|          |         | Total |   | $    | (759 | )    | $  
|          |         |       |   |      |      |      |    

Deferred
taxes for the years ended September 30 are as follows:

|Book to tax depreciation differences          |       | $ | 58   |      | $ | 81  |    | $ | 107 |   
|--------------------------------------------- | ----- | - | ---- | ---- | - | --- | -- | - | --- | --
|Book to tax goodwill amortization differences |       |   | (190 | )    |   |    |    |   |    |   
|Vacation liability                            |       |   | (36  | )    |   | (37 | )  |   | (25 | ) 
|Installment sales of land                     |       |   | (21  | )    |   | (15 | )  |   | (22 | ) 
|Net operating loss adjustment                 |       |   | (231 | )    |   |    |    |   |    |   
|                                              |       |   |      |      |   |     |   
|                                              | Total |   | $    | (420 | ) | $   | 29 |   | $   | 60
|                                              |       |   |      |      |   |     |   

The
provision for income taxes varied from amounts computed at the federal statutory rate for the years ended September 30 as follows:

|Provision at statutory rate  |       | $ | (848 | )    | $ | (88 | )   | $ | 276
|---------------------------- | ----- | - | ---- | ---- | - | --- | --- | - | ---
|Amortization of goodwill     |       |   | 33   |      |   | 33  |     |   | 33 
|State income taxes           |       |   | (87  | )    |   | (8  | )   |   | 34 
|Other non-deductible expense |       |   | 19   |      |   | 24  |     |   | 21 
|Impairment loss              |       |   | 126  |      |   |    |     |   |   
|Other                        |       |   | (2   | )    |   | (14 | )   |   |   
|                             |       |   |      |      |   |    
|                             | Total |   | $    | (759 | ) | $   | (53 | ) | $  
|                             |       |   |      |      |   |    

The
net operating loss carry forward at September 30, 2000 for federal tax purposes of approximately $550,000 and state tax purposes of approximately $1,060,000 begins to
expire in the year 2020 and 2014, respectively.

NOTE ICOMMITMENTS

The Company has entered into employment agreements with the two Senior Vice Presidents providing for minimum annual base salaries of $150,000 each, one of
which was reduced to $104,355 in 1999 as a condition of the contract. The contracts extend through June 24, 2001 and May 31, 2002, respectively.

23

---

NOTE JRELATED PARTY TRANSACTIONS

The Company has extended loans to various related parties. The notes are secured by common stock of the Company or other property. The notes mature through
2009 and have interest rates ranging from 11.50 percent to 16.77 percent. The totals of the notes and accrued interest receivable from the related parties were $237,012 and $245,841 at
September 30, 2000 and 1999, respectively. Long-term portions of these notes are included in notes receivable and current portions of these notes are included as current assets in
notes receivable.

The
Company sold a retail distribution location in Bend, Oregon on January 11, 1999 to Dianna L. Gordon, niece of Patricia Bradley a former director and executive officer of
the Company, and Richard P. Presley dba Northwest Manufactured Housing Supply for a note bearing interest at Prime plus 2 percent. The sale included fixed assets and inventory of
$194,795 with the note being secured by inventory and receivables. For fiscal year 1999, the Bend location had sales of $206,000 and an operating loss of $7,000.

The
Company sold 400,000 shares of its common stock to a private investor group in exchange for a note receivable of $470,000 in January 1995. Three members of the group
qualify as related parties. Robert M. Rubin holds greater than five percent of the outstanding stock, Stephen A. Weiss was a director of the Company until he resigned on June 15, 1997, and
Arthur J. Berry is a director of the Company. Mr. Berry paid $58,750, plus interest, representing his portion of the note on March 20, 1997. Mr. Weiss' $70,500 portion of the note
receivable was written off during 1999 due to the uncertainty of collection. Mr. Rubin's $293,750 portion of the note receivable was offset in fiscal 1999 against a payable due
Mr. Rubin.

In
October 1996, the Company made a personal loan to Jerry L. Radandt for $46,594.38. The interest rate on this loan is 12.22%. As of September 30, 2000, the loan had a
principal outstanding balance of approximately $60,000. Terrence Sheldon, President and Chief Executive Officer of the Company, and Jerry L. Radandt are equal partners in T.J.T. Enterprises.

The
Company has purchased used axles and tires and freight services from J.R. Strunk, brother of Douglas Strunk, a Director of the Company. J.R. Strunk was paid $31,468, $319,845, and
$910,436 for materials and services in 2000, 1999 and 1998, respectively.

The
Company purchased property held for investment from Vance Strunk, brother of Douglas Strunk a director of the Company, for $118,987 during 1998.

The
Company purchases piers and other materials used to set-up manufactured homes from SAC Industries, Inc. (SAC). SAC was owned by four individuals with each
individual owning 25 percent. Ulysses B. Mori, a Director of the Company, was one of the individuals. During fiscal 1999 Mr. Mori transferred his interest in SAC to Mrs. Bradley,
a director of the company until her resignation in September 2000. At September 30, 2000 Mrs. Bradley owns a controlling interest in SAC. The Company purchased $915,640, $781,305,
and $565,452 of materials from SAC in 2000, 1999 and 1998, respectively.

NOTE KEMPLOYEE BENEFITS

The Company has a 401(k) plan through which the employer matches 50 percent of employees' contributions up to 6 percent of wages. Employees are
eligible for participation in the 401(k) plan after completing one year of service. Employer contributions to the plan were $51,631, $72,647, and $63,278 in 2000, 1999 and 1998, respectively.

24

---

NOTE LACQUISITIONS

On June 1, 1998, the Company acquired specified assets and assumed specified liabilities of Kenneth Lee d/b/a Ken's Mobile Tire and Hanger Enterprises
("herein Hanger") located in Eugene, Oregon. The Company hired the former owner of Hanger to manage the operations. The primary operation is manufacturing hanger parts used by manufactured housing
producers to attach axles and tires to the homes. The Company paid the former owner $320,000 and assumed $58,000 of debt to complete the transaction.

On
January 1, 1999 the Company purchased Terry Ford d/b/a Ford's Tires and Axles ("herein Ford"), located in Phoenix, Arizona for $275,000. The Company acquired cash of
$24,000, accounts receivable of $84,000, inventory of $317,000, and equipment of $102,000. The Company assumed liabilities of $710,000. Based on the purchase price of $275,000, goodwill of $458,000
was recorded. The goodwill was written off in fiscal year 2000.

The
impairment loss of $847,000 consisted of $360,000 of goodwill, $11,000 of merger costs, and $21,000 of property, plant, and equipment related to the Woodland, California
acquisition completed in fiscal 1997 and $407,000 of goodwill, $4,000 of merger costs, and $44,000 of property, plant, and equipment related to the Phoenix, Arizona acquisition completed in fiscal
1999. All goodwill attributable to the California and Arizona acquisitions has been impaired. The California and Arizona locations experienced increases in sales subsequent to acquisition with further
increases in sales and operational performances expected by management until the rapid deterioration in the manufactured housing industry during fiscal 2000. Due to the deterioration in the industry
the Company no longer expects to fully recover the book value assigned to the California and Arizona acquisitions as projected increases in sales and operational performance are sufficient to produce
positive cash flow, but insufficient to also cover the amortization of goodwill, merger costs, and certain items of property, plant, and equipment.

NOTE MBUSINESS SEGMENTS

The Company has adopted Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information"
("SFAS 131"). SFAS 131 establishes standards for the way that public business enterprises report information about operating segments in interim and annual financial statements. The
Company adopted SFAS 131 in the fourth quarter of fiscal 1999. The adoption did not have any effect on the Company's financial statements, since required changes were limited to the form and
content of the disclosures required.

The
Company operates in three business segments: Axles and Tire Reconditioning, Housing Accessories, and Investment Real Property. These segments have been determined by evaluating
the Company's internal reporting structure and nature of products offered.

Axles
and Tire Reconditioning: The Company provides reconditioned axles and tires to manufactured housing factories.

Housing
Accessories: The Company provides skirting, siding, and other aftermarket accessories to manufactured housing dealers and contractors.

Investment
Real Property: The Company invests in and, on a limited basis, develops real estate for sale. Prior to fiscal 1999, investment real property was a passive
non-operating segment with no

25

---

employees and little activity rather than an operating segment. The Company intends to exit the real estate segment and no further purchases of real estate are planned.

|                            |  | Axle & Tire
Reconditioning |        | Housing
Accessories |   | Investment
Real
Property |   | Total |    
|--------------------------- |  | -------------------------- | ------ | ------------------- | - | ------------------------ | - | ----- | ---
|
|2000                        |  |                            |        |                     |   |                          |   |       |    
|Operating revenue           |  | $                          | 18,752 |                     | $ | 7,577                    |   | $     | 552
|Operating income (loss)     |  |                            | (1,702 | )                   |   | (815                     | ) |       | 92 
|Depreciation & Amortization |  |                            | 605    |                     |   | 180                      |   |       | 9  
|1999                        |  |                            |        |                     |   |                          |   |       |    
|Operating revenue           |  | $                          | 26,166 |                     | $ | 8,441                    |   |       | 35 
|Operating income (loss)     |  |                            | 56     |                     |   | (192                     | ) |       | (37
|Depreciation & Amortization |  |                            | 625    |                     |   | 163                      |   |       | 4  
|1998                        |  |                            |        |                     |   |                          |   |       |    
|Operating revenue           |  | $                          | 25,816 |                     | $ | 8,257                    |   |       |   
|Operating income (loss)     |  |                            | 781    |                     |   | (56                      | ) |       |   
|Depreciation & Amortization |  |                            | 492    |                     |   | 99                       |   |       |   

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

NOTE NIMPAIRMENT LOSS

At September 30, 2000 the Company evaluated whether an impairment of any assets existed due to the deterioration in the manufactured housing industry
and continued operating losses. The evaluation determined that an impairment does exist with respect to the Phoenix, Arizona and Woodland, California recycling facilities. The recognition of this
impairment was in accordance with the provisions of SFAS 121,Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed of, and resulted in assets being written down to their estimated discounted cash flow.

The
non-cash impairment loss of $847,000, included in the axle and tire reconditioning segment reduced the carrying values of goodwill by $767,000, property, plant, and
equipment by $64,000, and other assets by $16,000. As a result of the impairment loss, the depreciation and amortization expense related to these assets will decrease in future periods.

The
impairment loss of $847,000 consisted of $360,000 of goodwill, $11,000 of merger costs, and $21,000 of property, plant, and equipment related to the Woodland, California
acquisition completed in fiscal 1997 and $407,000 of goodwill, $4,000 of merger costs, and $44,000 of property, plant, and equipment related to the Phoenix, Arizona acquisition completed in fiscal
1999. All goodwill attributable to the California and Arizona acquisitions has been impaired. The California and Arizona locations experienced increases in sales subsequent to acquisition with further
increases in sales and operational performances expected by management until the rapid deterioration in the manufactured housing industry during fiscal 2000. Due to the deterioration in the industry
the Company no longer expects to fully recover the book value assigned to the California and Arizona acquisitions as projected increases in sales and operational performance are sufficient to produce
positive cash flow, but insufficient to also cover the amortization of goodwill, merger costs, and certain items of property, plant, and equipment.

26

---



INDEPENDENT AUDITORS' REPORT

To
the Shareholders and Board of Directors
T.J.T., Inc.
Emmett, Idaho

We
have audited the accompanying balance sheets of T.J.T., Inc., as of September 30, 2000 and 1999, and the related statements of income, cash flows, and changes in
shareholders' equity for the years ended September 30, 2000, 1999 and 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We
conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of T.J.T., Inc., as of September 30, 2000 and
1999, and the results of its operations and its cash flows for the years ended September 30, 2000, 1999 and 1998 in conformity with generally accepted accounting principles.

/s/ Balukoff, Lindstrom & Co., P.A.

Boise,
Idaho November 17, 2000

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

27

---



PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors of the Company and executive officers are included in the Company's definitive proxy statement under Proposal 1 which is incorporated herein by
reference.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers, directors, and persons owning more than 10% of a
registered class of the Company's equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission ("SEC"). Executive officers, directors, and
greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of such forms and written
representations from certain reporting persons that they have complied with the relevant filing requirements, the Company believes that all filing requirements applicable to its executive officers,
directors, and greater than 10% stockholders were complied with as of September 30, 2000, with the exception of five Form 5 annual statements of beneficial ownership covering one
transaction each for Arthur J. Berry, Robert M. Harrison, Scott M. Hayes, Larry Prescott, and Joe Light which were filed two days late.

ITEM 11. EXECUTIVE COMPENSATION

Compensation of Directors is included in the Company's definitive proxy statement under Director Compensation which is incorporated herein by reference.

All
cash compensation paid by TJT, as well as certain other compensation paid or accrued, during the last three fiscal years to the persons serving as Chief Executive Officer and
other Executives earning over $100,000 is shown below.

Summary
Compensation Table

---

|Annual Compensation(1)                                                 |  | Long Term Compensation
|---------------------------------------------------------------------- |  | ----------------------
|
|Terrence J. Sheldon
President, Chief Executive Officer, and Director   |  | 2000
1999
1998        
|Patricia I. Bradley
Executive Vice President, and Director             |  | 2000
1999
1998        
|Ulysses B. Mori(3)(4)
Manager of New Business Development and Director |  | 2000
1999
1998        
|Rickie K. Treadwell(4)(5)
Arizona General Manager and Director         |  | 2000
1999
1998        

---

28

---

Involvement in Certain Legal Proceedings.

On
October 25, 2000, Brian Kelly Bradley pled guilty in the Superior Court of the State of Washington for Lewis County to four separate offenses, including one felony. Because
Mr. Bradley was a first time offender, the court suspended all but one day of his sentence(s). Mr. Bradley's term as a director of the Company expires February 20, 2001.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Item 12 is included in the Company's definitive proxy statement under the caption "Security Ownership of Certain Beneficial Owners and Management" which is
incorporated herein by reference.

For
purposes of calculating the aggregate market value of the voting stock held by non-affiliates as set forth on the cover page of this Form 10-K, the
Company has assumed that affiliates are those persons identified in the portion of the definitive proxy statement identified above. Securities Subscription Agreement

The
Company sold 400,000 shares of its common stock to a private investor group in exchange for a note receivable of $470,000 in January 1995. Three members of the group
qualify as related parties. Robert M. Rubin holds greater than five percent of the outstanding stock, Stephen A. Weiss was a director of the Company until he resigned on June 15, 1997, and
Arthur J. Berry is a director of the Company. Mr. Berry paid $58,750, plus interest, representing his portion of the note on March 20, 1997. Mr. Weiss' $70,500 portion of the note
receivable was written off during 1999 due to the uncertainty of collection. Mr. Rubin's $293,750 portion of the note receivable was offset in fiscal 1999 against a payable due
Mr. Rubin.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Item 13 is included in Note J and D to the financial statements.

ITEM 14. EXHIBITS, STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  Financial Statements, Schedules and 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).


29

---

3.2

Bylaws of T.J.T., Inc., a Washington corporation; 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 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).10.1

Amendment to 1994 Stock Option Plan, dated February 22, 2000, incorporated by reference to the Registrant's Form 14A dated January 28, 2000 (Commission File No. 33-98404); 1994 Stock Option Plan; incorporated by reference to
Exhibit 10.4 to the Registrant's Form SB-2 Registration Statement dated October 20, 1995, as amended December 6, 1995 (Commission File No. 33-98404).10.2*

Amendment to 1997 Directors Stock Option Plan, dated February 22, 2000, incorporated by reference to the Registrant's Form 14A dated January 28, 2000 (Commission File No. 33-98404); 1997 Directors Stock Option Plan.10.3*

Indemnity Agreement, dated November 24, 1999, between Joe Light and the Registrant.10.4*

Lease dated January 1, 2000 between Sheldon Homedale Family L.P. as lessors, and the Registrant as lessee, related to facilities in Emmett, Idaho.


30

---

23.1*

Consent of Independent Public Auditors27.1*

Financial Data Schedule


---

31

---



SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

|                     |  | T.J.T., INC.Registrant                                                                                 
|-------------------- |  | -------------------------------------------------------------------------------------------------------
|Date: March 27, 2001 |  | By: /s/TERRENCE J. SHELDONTerrence J. Sheldon, President and Chief Executive Officer                   
|Date: March 27, 2001 |  | By: /s/LARRY B. PRESCOTTLarry B. Prescott, Senior Vice President, Treasurer and Chief Financial Officer
|Date: March 27, 2001 |  | By: /s/MICHAEL J. GILBERGMichael J. Gilberg, Vice President and Controller                             

In
accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

|Date: March 27, 2001 |  | By: /s/TERRENCE J. SHELDONTerrence J. Sheldon, President, Chief Executive Officer, and Chairman of the Board of
Directors                   
|-------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|Date: March 27, 2001 |  | By: /s/ULYSSES B. MORIUlysses B. Mori, Senior Vice President and Corporate Sales Manager and Director                                       
|Date: March 27, 2001 |  | By: /s/RICKIE K. TREADWELLRickie K. Treadwell, Senior Vice President, General Manager of the Company's Phoenix Arizona facility and Director
|Date: March 27, 2001 |  | By: /s/LARRY B. PRESCOTTLarry B. Prescott, Senior Vice President, Treasurer, Chief Financial Officer and Director                           
|Date: March 27, 2001 |  | By: /s/DARREN M. BRADLEYDarren M. Bradley, General Manager of the Centralia, Washington and Salem, Oregon facilities and Director           
|Date: March 27, 2001 |  | By: /s/ARTHUR J. BERRYArthur J. Berry, Director                                                                                             
|Date: March 27, 2001 |  | By: /s/JOE LIGHTJoe Light, Director                                                                                                         

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INVESTOR INFORMATION

Corporate Headquarters

T.J.T., Inc.
843 North Washington
P.O. Box 278
Emmett, Idaho 83617

Stock Exchange Listing

T.J.T., Inc.'s
common stock is traded on the OTC Bulletin Board under the symbol AXLE.

Public Information

Financial
analysts, stockbrokers, interested investors and others can obtain additional information by contacting:

Larry
B. Prescott
Chief Financial Officer
(208) 365-5321

Transfer Agent

Corporate
Stock Transfer
3200 Cherry Creek Drive South
Suite 430
Denver, Colorado 80209
(303) 282-4800

Annual Meeting

The
annual shareholders meeting of T.J.T., Inc. will be held:
Tuesday, February 20, 2001
10:00 a.m., Mountain Standard Time
Statehouse Inn
Boise, Idaho

Proxy
material will be mailed to shareholders of record prior to the meeting.

Independent Public Accountants

Balukoff
Lindstrom & Co., P.A.
Boise, Idaho

Legal Counsel

Moffatt,
Thomas, Barrett, Rock & Fields, Chtd.
Boise, Idaho

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