SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC  20549




FORM
10-Q




þ           QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934




For the
quarterly period ended October 31, 2008 or




 ̈           TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934




For the
transition period from __________ to ___________




Commission
File No. 1-5926





MILLER
      INDUSTRIES, INC.(Exact
      Name of Registrant as Specified in its
                  Charter)





Florida
                
                59-0996356(State
      or Other Jurisdiction of
                  Incorporation
      or Organization)
                
                (I.R.S.
      Employer
                  Identification
      No.)





16295
      N.W. 13th
      Avenue., Miami,  Florida  33169(Address
      of Principal Executive Offices(305)
      621-0501(Registrant's
      telephone number, including area codeNot
      Applicable(Former
      Name, Former Address and Former Fiscal
                      Year,
      if Changed Since Last
Report)





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
of such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing required for the past 90
days.





Yes  ̈  No
þ





Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer. or a “smaller reporting issuer.”  See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.




Large
accelerated filer  ̈
Accelerated filer  ̈
Non-accelerated filer  ̈ Smaller reporting
company þ





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes  ̈  No þ




The
number of shares outstanding of each of the issuer's classes of common stock,
par value $.05 per share, as of October 31, 2008 is 2,982,662
shares.










MILLER INDUSTRIES,
INC.


FORM
10-Q


October
31, 2008




INDEX




Page No.PART
      I:
              FINANCIAL
      INFORMATIONItem
      1.
              Financial
      StatementsBalance
      Sheets dated as of October 2008 and April 30, 2008
              1Statement
      of Operations – Three Months Ended October 31, 2008 and
    2007
              3Statement
      of Operations – Three and Six Months Ended October 31, 2008 and
      2007
              4Statement
      of Cash Flows - Six Months Ended October 31, 2008 and 2007
              5Notes
      to Financial Statements
              6Item
      2.
              Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
              8Item
      3.
              Quantitative
      and Qualitative Disclosures about Market Risk
              11Item
      4.
              Controls
      and Procedures
              12PART
      II: OTHER INFORMATIONItems
      1 to 6
              13Signatures
              13




i





MILLER INDUSTRIES,
INC.


BALANCE
SHEET


OCTOBER 31,
2008


(UNAUDITED)





ASSETSInvestment Property:Land
                            
                            $
                            161,443Building
      and Improvements
                            
                            
                            1,049,908Machinery
      and Equipment
                            
                            
                            11,106Furniture
      and Fixtures
                            
                            
                            10,251Total
      Cost
                            
                            
                            
                            
                            
                            $
                            1,232,708Less:
      Accumulated Depreciation
                            
                            
                            
                            
                            
                            
                            852,333Net
      Book Value
                            
                            
                            
                            
                            
                            $
                            380,375Other Assets:Cash
      and Cash Equivalents
                            
                            $
                            1,425,649Accounts
      Receivable (less Allowance for Doubtful Accounts of $
    20,000)
                            
                            
                            17,024Deferred
      Tax Asset
                            
                            
                            159,000Prepaid
      Expenses and Other Assets
                            
                            
                            4,650Deferred
      Lease Incentive (Net of Accumulated  Amortization - $
      57,107)
                            
                            
                            16,493Loan
      Costs, Less Accumulated Amortization of $ 23,712
                            
                            
                            2,636Total
      Other Assets
                            
                            
                            
                            
                            
                            
                            1,625,016TOTAL
      ASSETS
                            
                            
                            
                            
                            
                            $
                            2,005,391LIABILITIES AND SHAREHOLDERS’
      EQUITYLiabilities:Mortgages
      and Notes Payable
                            
                            $
                            1,426,506Accounts
      Payable and Accrued Expenses
                            
                            
                            456,139Tenant
      Security Deposits
                            
                            
                            48,950Total
      Liabilities
                            
                            
                            
                            
                            
                            $
                            1,931,595Shareholders’ Equity:Common
      Stock, $.05 par, 5,000,000 shares authorized, 2,982,662 shares issued and
      outstanding
                            
                            $
                            149,133Paid-in
      Capital
                            
                            
                            1,191,929Deficit
                            
                            
                            (1,267,266
                            )Total
      Shareholders’ Equity
                            
                            
                            
                            
                            
                            
                            73,796TOTAL
      LIABILITIES AND SHAREHOLDERS’ EQUITY
                            
                            
                            
                            
                            
                            $
                            2,005,391





See
Accompanying Notes to Financial Statements.




1




MILLER INDUSTRIES,
INC.


BALANCE
SHEET


APRIL 30,
2008





ASSETSInvestment Property:Land
                            
                            $
                            161,443Building
      and Improvements
                            
                            
                            1,049,908Machinery
      and Equipment
                            
                            
                            11,106Furniture
      and Fixtures
                            
                            
                            10,251Total
      Cost
                            
                            $
                            1,232,708Less:
      Accumulated Depreciation
                            
                            
                            843,540Net
      Book Value
                            
                            $
                            389,168Other Assets:Cash
                            
                            $
                            1,318,950Accounts
      Receivable (Less Allowance for Doubtful Accounts of $
    15,000)
                            
                            
                            14,525Prepaid
      Expenses and Other Assets
                            
                            
                            9,469Deferred
      Lease Incentive (Net of Accumulated  Amortization -
      $50,802)
                            
                            
                            22,798Loan
      Costs, Less Accumulated Amortization of $ 22,395 in 2008
                            
                            
                            3,953Deferred
      Tax Assets
                            
                            
                            183,000Deferred
      Rent Receivable
                            
                            
                            16,192Total
      Other Assets
                            
                            $
                            1,568,887TOTAL
      ASSETS
                            
                            $
                            1,958,055LIABILITIES AND SHAREHOLDERS’
      EQUITYLiabilities:Mortgage
      and Notes Payable
                            
                            $
                            1,449,945Accounts
      Payable and Accrued Expenses
                            
                            
                            419,202Tenants’
      and Customers’ Deposits
                            
                            
                            69,650Total
      Liabilities
                            
                            $
                            1,938,797Shareholders’ Deficiency:Common
      Stock, $.05 par, 5,000,000 shares authorized, 2,982,662 shares issued and
      outstanding
                            
                            $
                            149,133Paid-in
      Capital
                            
                            
                            1,191,929Deficit
                            
                            
                            (1,321,804
                            )Total
      Shareholders’ Equity
                            
                            $
                            19,258TOTAL
      LIABILITIES ANDSHAREHOLDERS’
      EQUITY
                            
                            $
                            1,958,055




See
Accompanying Notes to Financial Statements.





2





MILLER INDUSTRIES,
INC.


STATEMENT OF
OPERATIONS


FOR THE THREE MONTHS ENDED
OCTOBER 31, 2008 AND 2007


(UNAUDITED)




Three Months Ended10/31/08
                      
                      
                      10/31/07Revenues:Rental
      Income
                      
                      $
                      134,062
                      
                      
                      $
                      121,939Hardware
      Sales (Net)
                      
                      
                      353
                      
                      
                      
                      209Other
      Income
                      
                      
                      9,778
                      
                      
                      
                      12,879Total
      Revenue
                      
                      $
                      144,193
                      
                      
                      $
                      135,027Expenses:Rental
      Expense (Except Interest)
                      
                      $
                      82,842
                      
                      
                      $
                      48,915Administrative
                      
                      
                      10,803
                      
                      
                      
                      9,240Interest
                      
                      
                      25,999
                      
                      
                      
                      28,724Total
      Expenses
                      
                      $
                      119,644
                      
                      
                      $
                      86,879Income
      Before Tax Provision
                      
                      $
                      24,549
                      
                      
                      $
                      48,148Provision for Income Tax:Federal
      Income Tax
                      
                      $
                      3,600
                      
                      
                      $
                      10,500State
      Income Tax
                      
                      
                      1,400
                      
                      
                      
                      2,100Total
      Provision for Income Tax
                      
                      $
                      5,000
                      
                      
                      $
                      12,600Net
      Income
                      
                      $
                      19,549
                      
                      
                      $
                      35,548Income
      per Common Share
                      
                      $
                      .01
                      
                      
                      $
                      .01Average
      Shares of Common Stock Outstanding
                      
                      
                      2,982,662
                      
                      
                      
                      2,982,662




See
Accompanying Notes to Financial Statements.





3




MILLER INDUSTRIES,
INC.


STATEMENT OF CASH
FLOWS


FOR THE SIX MONTHS ENDED
OCTOBER 31, 2008 AND 2007


(UNAUDITED)





Six Months Ended10/31/08
                          
                          
                          10/31/07Cash Flows From Operating
      Activities:Net
      Income
                          
                          $
                          54,538
                          
                          
                          $
                          74,362Adjustments
      to Reconcile Net Income to Net Cash Provided by Operating
      Activities:Provision
      for Bad Debts
                          
                          
                          15,027
                          
                          
                          
                          -Depreciation
                          
                          
                          8,793
                          
                          
                          
                          7,807Amortization
                          
                          
                          7,623
                          
                          
                          
                          8,608Deferred
      Tax Asset Valuation Adjustment
                          
                          
                          24,000
                          
                          
                          
                          -Changes
      in Operating Assets and Liabilities
                          
                          
                          20,157
                          
                          
                          
                          94,153Net
      Cash Provided by Operating Activities
                          
                          $
                          130,138
                          
                          
                          $
                          184,930Cash Flows From Investing
      Activities:Acquisition
      of Property and Equipment
                          
                          $
                          -
                          
                          
                          $
                          -Net
      Cash (Used in) Investing Activities
                          
                          $
                          -
                          
                          
                          $
                          -Cash Flows From Financing
      Activities:Principal
      Payments Under Borrowings
                          
                          $
                          (23,439
                          )
                          
                          $
                          (20,466
                          )Addition
      to Debt
                          
                          
                          -
                          
                          
                          
                          -Net
      Cash Provided by (Used in) Financing Activities
                          
                          $
                          (23,439
                          )
                          
                          $
                          (20,466
                          )Net
      Increase in Cash and Cash Equivalents
                          
                          $
                          106,699
                          
                          
                          $
                          164,464Cash at the Beginning of
    Year
                          
                          
                          1,318,950
                          
                          
                          
                          1,074,565Cash at the End of Year
                          
                          $
                          1,425,649
                          
                          
                          $
                          1,239,029Additional
      Cash Flow Information:Cash
      Paid for Interest
                          
                          $
                          25,999
                          
                          
                          $
                          52,123Cash
      Paid for Income Tax
                          
                          $
                          -
                          
                          
                          $
                          -




See
Accompanying Notes to Financial Statements.




4


MILLER INDUSTRIES,
INC.
 STATEMENT OF CASH
FLOWS
 FOR THE SIX MONTHS ENDED
OCTOBER 31, 2008 AND 2007
 (UNAUDITED)




Six Months Ended10/31/08
            
            
            10/31/07Cash Flows From Operating
      Activities:Net
      Income
            
            $
            54,538
            
            
            $
            74,362Adjustments
      to Reconcile Net Income to Net Cash Provided by Operating
      Activities:Provision
      for Bad Debts
            
            
            15,027
            
            
            
            -Depreciation
            
            
            8,793
            
            
            
            7,807Amortization
            
            
            7,623
            
            
            
            8,608Deferred
      Tax Asset Valuation Adjustment
            
            
            24,000
            
            
            
            -Changes
      in Operating Assets and Liabilities
            
            
            20,157
            
            
            
            94,153Net
      Cash Provided by Operating Activities
            
            $
            130,138
            
            
            $
            184,930Cash Flows From Investing
      Activities:Acquisition
      of Property and Equipment
            
            $
            -
            
            
            $
            -Net
      Cash (Used in) Investing Activities
            
            $
            -
            
            
            $
            -Cash Flows From Financing
      Activities:Principal
      Payments Under Borrowings
            
            $
            (23,439
            )
            
            $
            (20,466
            )Addition
      to Debt
            
            
            -
            
            
            
            -Net
      Cash Provided by (Used in) Financing Activities
            
            $
            (23,439
            )
            
            $
            (20,466
            )Net
      Increase in Cash and Cash Equivalents
            
            $
            106,699
            
            
            $
            164,464Cash at the Beginning of
    Year
            
            
            1,318,950
            
            
            
            1,074,565Cash at the End of Year
            
            $
            1,425,649
            
            
            $
            1,239,029Additional
      Cash Flow Information:Cash
      Paid for Interest
            
            $
            25,999
            
            
            $
            52,123Cash
      Paid for Income Tax
            
            $
            -
            
            
            $
            -








5




MILLER INDUSTRIES,
INC.


NOTES TO FINANCIAL
STATEMENTS


OCTOBER 31,
2008


(UNAUDITED)




NOTE A - BASIS OF
PRESENTATION:





The accompanying unaudited financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Article 10 of Regulation S-X.  Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating
results for the six month and the three month period ending October 31, 2008 are
not necessarily indicative of results that may be expected for the year ended
April 30, 2009.





For further information, refer to the
financial statements and footnotes thereto of the Company as of April 30, 2008
and for the year ended April 30, 2008.





NOTE B - INCOME PER
SHARE:





Basic Earnings per Share (“EPS”) is
computed by dividing net income available to common stockholders by the weighted
average number of common stock shares outstanding during the
year.  Diluted EPS is computed by dividing net income available to
common stockholders by the weighted average number of common stock shares
outstanding during the year plus potential dilutive instruments such as stock
options and warrants.  The effect of stock options on diluted EPS is
determined through the application of the treasury stock method, whereby
proceeds received by the Company based on assumed exercises are hypothetically
used to repurchase the Company’s common stock at the average market price during
the period.  Loss per share is unchanged on a diluted basis since the
Company has no potentially dilutive securities outstanding, as under the
treasury stock method, options and warrants are dilutive only when the average
market price of common stock during the period is greater than the exercise
price of the options and warrants.





NOTE C - OTHER
MATTERS:





On June 30, 2005, the Company issued
stock options to Angelo Napolitano in exchange for the benefits he has provided
to the Company through his personal guarantee of the Company’s bank loan, and
the services rendered by Mr. Napolitano in his capacity as the Company’s sole
officer and director.  The options vest 100% at the grant date and
expire in 10 years from the grant date.  The Company granted options
to Mr. Napolitano to purchase up to 2,017,338 shares of the Company’s common
stock during the term of the options at a price equal to $0.18 per share
(Exercise Price).




6





MILLER INDUSTRIES,
INC.


NOTES TO FINANCIAL
STATEMENTS


OCTOBER 31,
2008


(UNAUDITED)




The average fair values of the options
granted during fiscal 2006 were estimated at $0.0324, using the Black-Scholes
options-pricing model, which included the following assumptions:




Stock
      Price
                    
                    $
                    0.05Strike
      Price
                    
                    
                    0.18Expected
      Life
                    
                    9.17
      YearsRisk-Free
      Interest Rate
                    
                    
                    3.80
                    %Volatility
                    
                    
                    79.23
                    %





Approximately $65,400 was recorded as
compensation expense for fiscal 2006 related to this grant.





The following summarized information
concerning currently outstanding and exercisable options at October 31,
2008.




Options Outstanding/ExercisableExercise Price
                          
                          
                          Number Outstanding at10/31/08
                          
                          
                          Average RemainingLife$
                          0.18
                          
                          
                          
                          2,017,338
                          
                          
                          
                          6.5




NOTE D – LOSS OF
TENANT:





A tenant, in the furniture industry,
notified the Company that they can not continue to pay the rent for their space
of approximately 23,700 square feet, as their business is off considerably due
to the housing market and the economic down-turn.  The tenant vacated
the premises prior to October 31, 2008.  Annual rental income that
terminated October 31, 2008 amounted to approximately $ 142,600 for each year
for fiscal 2008 and fiscal 2007.  At October 31, 2008 the Tenant owed
the Company approximately $ 37,000 for past due rents, late fees, and other
charges.  The two principals of the tenant personally signed a
promissory note in favor of the Company for this amount.  The note is
payable $ 2,314 per month beginning December 1, 2008 and continuing until the
note is satisfied.  The Company has provided an allowance for doubtful
accounts in this matter of approximately $ 20,000 at October 31,
2008.





7





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





Results of Operations
(Second Quarter of 2009 Fiscal Year Compared to Second Quarter of 2008 Fiscal
Year)





Rental
Income




The
Company's results of operations are primarily dependant upon the rental income
which it receives from leasing space in its building.  Rental income
is a function of the percentage of the building which is occupied, and the level
of rental rates.  Rental income during the second quarter of the 2009
fiscal year was $134,000, compared with $122,000 in the second quarter of
2008.  Rental income increased due to the addition of a new
tenant.




Hardware
Sales




The
Company receives revenue from the sale of replacement parts for the sliding
glass doors and windows formerly manufactured by the Company.  The
Company utilizes its existing inventory of these parts to support these
sales.  These sales were $350 in 2009 and $200 in 2008.  The
Company generally expects demand for the replacement parts to decline over time
due to the eventual replacement of the Company's doors and windows by current
owners.




Other
Income




The
Company generated other income of $10,000 in the second quarter of 2009 and
$13,000 in 2008.  Other income consists of interest income and
miscellaneous income.




Rental Expense (Excluding
Interest)




The
Company incurs rental expense in connection with the leasing of its
building.  These expenses consist of management fees, insurance, real
estate taxes, depreciation and amortization, insurance, maintenance and repairs,
utility costs and outside services.  Rental expenses were $49,000 in
the second quarter of 2008 compared to $83,000 in the second quarter of
2009.  The principal components were management fees ($9,000 in 2008
and $12,000 in 2009), taxes ($22,000 in 2008 and $36,000 in 2009), depreciation
and amortization ($8,000 in 2008 and $8,000 in 2009) insurance ($4,000 in 2008
and $5,000 in 2009), and bad debt provision ($0 in 2008 and $15,000 in
2009).




Cost of Hardware
Sales




The
Company records the cost of its hardware sales in connection with the sale of
replacement parts to customers of its former window and sliding glass door
business.  These costs are tied to the level of hardware
sales.  These costs were not material in the second quarter of 2009 or
in the second quarter of 2008.




8




Administrative
Expenses




The
Company's administrative expenses were $9,000 in 2008 and $11,000 in
2009.  They primarily consist of accounting and legal fees, and
shareholders expenses.




Interest
Expense




The
Company pays interest on the mortgage loan on its building.  Interest
expense on the loan was $26,000 in 2009 compared to $29,000 in
2009.  The decrease in the amount of interest was attributable to an
decrease in the prime rate.  The loan bears interest at prime plus
1⁄2%.




Provision for Income
Taxes




The
Company recorded a provision for income tax of $13,000 in 2008, compared to
$5,000 in 2009, based upon the Company's income during the
quarters.




Net
Income




As a
result of the foregoing factors, the Company had net income of $36,000 in the
second quarter of 2008, compared to net income of $20,000 in the second quarter
of 2009.




Results of Operations (First
Half of 2009 Fiscal Year Compared to First Half of 2008 Fiscal
Year)





Rental
Income




The
Company's results of operations are primarily dependant upon the rental income
which it receives from leasing space in its building.  Rental income
is a function of the percentage of the building which is occupied, and the level
of rental rates.  Rental income during the first half of the 2009
fiscal year was $258,000, compared with $243,000 in the first half of
2008.  Rental income increase due to the addition of a new
tenant.




Hardware
Sales




The
Company receives revenue from the sale of replacement parts for the sliding
glass doors and windows formerly manufactured by the Company.  The
Company utilizes its existing inventory of these parts to support these
sales.  These sales, net of cost of goods sold, were $400 in the first
half of 2009 and $800 in 2008.  The Company generally expects demand
for the replacement parts to decline over time due to the eventual replacement
of the Company's doors and windows by current owners.




Other
Income




The
Company generated other income of $15,000 in the first half of 2008 and $25,000
in the first half of 2008.  Other income consists of interest income
and miscellaneous income.




9




Rental Expense (Excluding
Interest)




The
Company incurs rental expense in connection with the leasing of its
building.  These expenses consist of management fees, insurance, real
estate taxes, depreciation and amortization, insurance, maintenance and repairs,
utility costs and outside services.  Rental expenses were $126,000 in
the first half of 2009 and $86,000 in the first half of 2008.  The
$40,000 increase in 2009 was due to the higher taxes and higher provision for
bad debts.




Administrative
Expenses




The
Company's administrative expenses were $22,000 in the first half of 2009,
compared to $20,000 in 2008.  The increase was primarily due to higher
accounting and legal fees.




Interest
Expense




The
Company pays interest on the mortgage loan on its building.  Interest
expense on the loan was $47,000 in the first half of 2009 compared to $52,000 in
2008.  The increase in the amount of interest was attributable to an
increase in the prime rate.  The loan bears interest at prime plus
1⁄2%.




Provision for Income
Taxes




The
Company recorded a provision of $24,000 in the first half of 2009, and $36,000
in the first half of 2008, based upon the Company's income during these
periods.




Net
Income




As a
result of the foregoing factors, the Company had net income of $55,000 in the
first half of 2009, compared to net income of $74,000 in the first half of
2008.




Liquidity and Capital
Resources




The
Company's cash increased by $107,000 during the first six months of the 2009
fiscal year compared with an increase of $164,000 during the first six months of
fiscal year 2008.  The increase in cash in 2009 was due to cash flow
from operations.  As of October 31, 2008, the Company's cash position
was approximately $1,426,000.




Current
Operations




The
Company operates as a real estate investment and management
company.  The Company is currently seeking to obtain additional
commercial tenants for its existing building.




The
Company's principal operating expenses consist of management and professional
fees associated with the administration of the Company, interest expense on the
Company's new mortgage loan, real estate taxes and insurance.




10





ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.




We are a smaller reporting issuer as
defined in Item 10 of Regulation S-K and are not required to report the
quantitative and qualitative measures of market risk specified in Item 305 of
Regulation S-K.




11





ITEM
4.  CONTROLS AND PROCEDURES




In
connection with the filing of this Form 10-Q, the Company's Chief Executive
Officer and Chief Financial Officer evaluated the effectiveness of the Company's
disclosure controls and procedures as of October 31, 2008.  The
Company's Chief Executive Officer and Chief Executive Financial Officer
concluded that the Company's disclosure controls and procedures were effective
as of October 31, 2008.




There
were no changes in the Company's internal controls over financial reporting that
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting during the fiscal quarter
ended October 31, 2008.




12





PART
II.  OTHER INFORMATION




ITEM
      6.
            REPORTS ON FORM
      8-K




(a)
            Exhibits




Exhibit No.
                            
                            Description(31.1)
                            
                            Certification
      of Chief Executive Officer pursuant to Rule 13a-14(a).(31.2)
                            
                            Certification
      of Chief Financial Officer pursuant to Rule 13a-14(a).(32.1)
                            
                            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002




(b)
              Reports on Form
      8-K.




Not
applicable.




SIGNATURE




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





MILLER
      INDUSTRIES, INC.(Registrant)Dated:   October
      9, 2009
                By:
                /s/  Angelo
      NapolitanoAngelo
      Napolitano
                  Chairman
      of the Board of Directors
                  Chief
      Executive Officer
                  Principal
      Financial Officer




13