SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 2
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 2004 Commission File Number 0-4539
TRANS-INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-2598139
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1780 Opdyke Court, Auburn Hills, MI 48326
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(Address) (Zip Code)
Registrant's Telephone Number, including Area Code (248) 364-0400
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 and Exchange Act
of 1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities and Exchange Act of 1934). YES NO X
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The number of shares outstanding of registrant's Common stock, par value $.10
per share, at November 9, 2004 was 3,139,737.
EXPLANATORY NOTE
Trans-Industries, Inc. ("Trans-Industries" or the "Company"), on May
17, 2004, filed with the Securities and Exchange Commission (the "SEC") its
Quarterly Report on Form 10-Q (as amended, the "Form 10-Q") for the period
ending March 31, 2004, as amended by Form 10-Q/A Amendment No. 1 filed with the
SEC on October 8, 2004. This Form 10-Q/A Amendment No. 2 ("Amendment No. 2") is
being filed to revise item 4.
The filing of this Amendment No. 2 shall not be deemed an admission
that the previous filing, when made, included any untrue statement of a material
fact or omitted to state a material fact necessary to make a statement not
misleading.
We hereby amend the 10-Q to revise Item 4 as set forth below. All other
information is unchanged and reflects the disclosures made at the time of the
original filing. Unless otherwise expressly stated, this Amendment No. 2 does
not reflect events occurring after the filing of the Form 10-Q, or modify or
update in any way disclosures contained in the Form 10-Q.
Item 4 is hereby amended and restated in its entirety as set forth
below.
"ITEM 4. CONTROLS AND PROCEDURES.
(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
Our Chief Executive Officer and Chief Financial Officer have concluded, based on
their evaluation as of March 31, 2004, that our disclosure controls and
procedures were not effective during the quarter-ended March 31, 2004. This
determination was made because of our Chief Executive Officer and Chief
Financial Officer's belief that the Company's resources were insufficient to
address its financial reporting requirements in a timely fashion during the
quarter-ended March 31, 2004. In particular, the Company has suffered from
insufficient personnel resources. Additionally, the Company has struggled with
complying with the increased reporting requirements that have resulted from the
Sarbanes-Oxley Act and new National Association of Security Dealers rules.
The Company is continuing to evaluate its resources for addressing its financial
reporting and making appropriate changes to provide sufficient resources and
time to prepare and file periodic reports within the time periods specified in
the SEC's rules and regulations and provide for reviews by management, the Audit
Committee and the Board of Directors. Our Chief Executive Officer and Chief
Financial Officer are, in connection with the evaluation, reviewing our
personnel, resources and disclosure controls and procedures. The evaluation is
intended to lead to changes that will ensure that our disclosure controls are
effective at a reasonable assurance level. Specifically, the evaluation is aimed
at ensuring that our disclosure controls are effective for gathering, analyzing
and disclosing in a timely manner the information we are required to disclose in
our reports filed under the Securities Exchange Act of 1934.
As a part of the evaluation, the Company has concluded that it expects that
Company personnel will have additional time to devote to financial reporting in
the fourth quarter of 2004. Furthermore, the Company will be adding an employee
to the staff responsible for compliance with reporting obligations in the fourth
quarter of 2004. Accordingly, the Company expects that its disclosure controls
and procedures will be fully effective during the fourth quarter of 2004 or soon
thereafter.
(b) CHANGES IN INTERNAL CONTROLS.
There have been no changes in the Company's internal control over financial
reporting that occurred during the Company's most recent fiscal quarter that
have materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting."
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of l934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRANS INDUSTRIES, INC.
Date: November 12, 2004 /s/ Kai Kosanke
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Kai Kosanke, Vice President and
Chief Financial Officer
Date: November 12, 2004 /s/ Keith LaCombe
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Keith LaCombe, Assistant Treasurer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
*Exhibit 4 Series B Convertible Preferred Stock and Warrant Purchase
Agreement.
Exhibit 31.1 Sarbanes-Oxley, Section 302 CEO certification.
Exhibit 31.2 Sarbanes-Oxley, Section 302 CFO certification.
Exhibit 32.1 Certification of the CEO pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
Exhibit 32.2 Certification of the CFO pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
*previously filed
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