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, 2011 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 code



|Not 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, 2011 is 5,000,000 shares.











MILLER INDUSTRIES, INC.

FORM 10-Q



October 31, 2011



INDEX



|                           |                                                                                       | Page No.
|-------------------------- | ------------------------------------------------------------------------------------- | --------
|                           |                                                                                       |         
|PART I:                    | FINANCIAL INFORMATION                                                                 |         
|                           |                                                                                       |         
|Item 1.                    | Financial Statements                                                                  |         
|                           |                                                                                       |         
|                           | Balance Sheets dated as of October 31, 2011 and April 30, 2011                        | 1       
|                           |                                                                                       |         
|                           | Statement of Operations – Three Months Ended October 31, 2011 and 2010                | 3       
|                           |                                                                                       |         
|                           | Statement of Operations –Six Months Ended October 31, 2011 and 2010                   | 4       
|                           |                                                                                       |         
|                           | Statement of Cash Flows - Six Months Ended October 31, 2011 and 2010                  | 5       
|                           |                                                                                       |         
|                           | Notes to Financial Statements                                                         | 6       
|                           |                                                                                       |         
|Item 2.                    | Management's Discussion and Analysis of Financial Condition and Results of Operations | 9       
|                           |                                                                                       |         
|Item 3.                    | Quantitative and Qualitative Disclosures about Market Risk                            | 11      
|                           |                                                                                       |         
|Item 4.                    | Controls and Procedures                                                               | 11      
|                           |                                                                                       |         
|Item 5.                    | Other Matters and Subsequent Events                                                   | 11      
|                           |                                                                                      
|PART II: OTHER INFORMATION |                                                                                      
|                           |                                                                                      
|Items 1 to 6               | 12                                                                                   
|                           |                                                                                      
|Signatures                 | 13                                                                                   



i







MILLER INDUSTRIES, INC.

BALANCE SHEET

October 31, 2011

(UNAUDITED)



ASSETS

|                                                                      |  | 2011 |           
|--------------------------------------------------------------------- |  | ---- | ----------
|Investment Property:                                                  |  |      |           
|Land                                                                  |  | $    | 161,443   
|Building and Improvements                                             |  |      | 1,049,908 
|Machinery and Equipment                                               |  |      | 11,106    
|Furniture and Fixtures                                                |  |      | 10,251    
|Total Cost                                                            |  | $    | 1,232,708 
|Less:  Accumulated Depreciation                                       |  |      | 900,455   
|Net Book Value                                                        |  | $    | 332,253   
|Other Assets:                                                         |  |      |           
|Cash and Cash Equivalents                                             |  | $    | 1,622,330 
|Accounts Receivable (Less Allowance for                               |  |      |           
|Doubtful Accounts of $ 3,892)                                         |  |      | 4,978     
|Prepaid Expenses and Other Assets                                     |  |      | 27,066    
|Deferred Lease Incentive (Net of Accumulated  Amortization - $ 8,997) |  |      | 14,084    
|Loan Costs, Less Accumulated                                          |  |      |           
|Amortization –                                                        |  |      |           
|Loan Costs, Less Accumulated Amortization of $ 1,626                  |  |      | 9,109     
|Deferred Tax                                                          |  |      | 53,228    
|Total Other Assets                                                    |  | $    | 1,730,795 
|                                                                      |  |      |           
|TOTAL ASSETS                                                          |  | $    | 2,063,048 
|                                                                      |  |      |           
|LIABILITIES AND SHAREHOLDERS’ EQUITY                                  |  |      |           
|Liabilities:                                                          |  |      |           
|Mortgage and Notes Payable                                            |  | $    | 1,271,529 
|Accounts Payable and Accrued Expenses                                 |  |      | 288,445   
|Tenant’s Deposits and Advance Rent                                    |  |      | 49,450    
|Total Liabilities                                                     |  | $    | 1,609,424 
|Shareholders’ Equity:                                                 |  |      |           
|Common Stock - $.05 par, 5,000,000 shares                             |  |      |           
|Authorized; 5,000,000 shares issued and Outstanding                   |  | $    | 250,000   
|Paid-In Capital                                                       |  |      | 1,212,102 
|Deficit                                                               |  |      | (1,008,478
|Total Shareholders’ Equity                                            |  | $    | 453,624   
|TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY                            |  | $    | 2,063,048 



See Accompanying Notes to Financial Statements.



-1-







MILLER INDUSTRIES, INC.

BALANCE SHEET

April 30, 2011



ASSETS



|                                                                                              |  | 2011 |           
|--------------------------------------------------------------------------------------------- |  | ---- | ----------
|Investment Property:                                                                          |  |      |           
|Land                                                                                          |  | $    | 161,443   
|Building and Improvements                                                                     |  |      | 1,049,908 
|Machinery and Equipment                                                                       |  |      | 11,106    
|Furniture and Fixtures                                                                        |  |      | 10,251    
|Total Cost                                                                                    |  | $    | 1,232,708 
|Less:  Accumulated Depreciation                                                               |  |      | 892,483   
|Net Book Value                                                                                |  | $    | 340,225   
|Other Assets:                                                                                 |  |      |           
|Cash and Cash Equivalents                                                                     |  | $    | 1,594,700 
|Accounts Receivable ( Less Allowance for Doubtful Accounts of $ 4,142)                        |  |      | —         
|Prepaid Expenses and Other Assets                                                             |  |      | 12,748    
|Deferred Lease Incentive (Net of Accumulated  Amortization - $ 5,982)                         |  |      | 17,100    
|Loan Costs, Less Accumulated Amortization of $ 1,521                                          |  |      | 9,214     
|Deferred Tax                                                                                  |  |      | 69,228    
|Total Other Assets                                                                            |  | $    | 1,702,990 
|TOTAL ASSETS                                                                                  |  | $    | 2,043,215 
|                                                                                              |  |      |           
|LIABILITIES AND SHAREHOLDERS’ EQUITY                                                          |  |      |           
|Liabilities:                                                                                  |  |      |           
|Mortgage and Notes Payable                                                                    |  | $    | 1,293,819 
|Accounts Payable and Accrued Expenses                                                         |  |      | 386,476   
|Tenant’s Deposits and Advance Rent                                                            |  |      | 72,033    
|                                                                                              |  |      |           
|Total Liabilities                                                                             |  | $    | 1,7582,328
|                                                                                              |  |      |           
|Shareholders’ Equity:                                                                         |  |      |           
|Common Stock - $.05 par, 5,000,000 shares Authorized; 2,982,662 shares issued and Outstanding |  | $    | 149,133   
|Paid-In Capital                                                                               |  |      | 1,191,929 
|Deficit                                                                                       |  |      | (1,050,175
|                                                                                              |  |      |           
|Total Shareholders’ Equity                                                                    |  | $    | 290,887   
|TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY                                                    |  | $    | 2,043,215 



See Accompanying Notes to Financial Statements.



-2-







STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED OCTOBER 31,
2011 AND 2010

(UNAUDITED)



|                                           |  | 10/31/11 |           |  | 10/31/10 |  
|------------------------------------------ |  | -------- | --------- |  | -------- | -
|Revenues:                                  |  |          |           |  |          |  
|Rental Income                              |  | $        | 98,984    |  |          | $
|Hardware Sales (Net)                       |  |          | 138       |  |          |  
|Other Income                               |  |          | 1,641     |  |          |  
|                                           |  |          |           |  |          |  
|Total Revenues                             |  | $        | 100,763   |  |          | $
|                                           |  |          |           |  |          |  
|Expenses:                                  |  |          |           |  |          |  
|Rental Expenses (Except Interest)          |  | $        | 55,677    |  |          | $
|Administrative                             |  |          | 10,855    |  |          |  
|Interest                                   |  |          | 8,984     |  |          |  
|                                           |  |          |           |  |          |  
|Total Expenses                             |  | $        | 74,995    |  |          | $
|                                           |  |          |           |  |          |  
|Income Before Tax Provision                |  | $        | 25,768    |  |          | $
|                                           |  |          |           |  |          |  
|Provision (Benefit) for Income Tax:        |  |          |           |  |          |  
|Federal Income Tax                         |  | $        | 5,500     |  |          |  
|State Income tax                           |  |          | 1,300     |  |          |  
|                                           |  |          |           |  |          |  
|Total Provision for Income Tax             |  |          | 6,800     |  |          | $
|                                           |  |          |           |  |          |  
|Net Income                                 |  | $        | 18,968    |  |          | $
|                                           |  |          |           |  |          |  
|Income per Common Share (Basic)            |  | $        | .01       |  |          | $
|                                           |  |          |           |  |          |  
|Average Shares of Common Stock Outstanding |  |          | 5,000,000 |  |          |  



See Accompanying Notes to Financial Statements



-3-







MILLER INDUSTRIES, INC.

STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED OCTOBER 31,
2011 AND 2010

(UNAUDITED)



|                                           |  | 10/31/11 |           |  | 10/31/10 |  
|------------------------------------------ |  | -------- | --------- |  | -------- | -
|Revenues:                                  |  |          |           |  |          |  
|Rental Income                              |  | $        | 197,967   |  |          | $
|Hardware Sales (Net)                       |  |          | 138       |  |          |  
|Other Income                               |  |          | 3,309     |  |          |  
|                                           |  |          |           |  |          |  
|Total Revenues                             |  | $        | 201,414   |  |          | $
|                                           |  |          |           |  |          |  
|Expenses:                                  |  |          |           |  |          |  
|Rental Expenses (Except Interest)          |  | $        | 105,008   |  |          | $
|Administrative                             |  |          | 22,441    |  |          |  
|Interest                                   |  |          | 16,269    |  |          |  
|                                           |  |          |           |  |          |  
|Total Expenses                             |  | $        | 143,718   |  |          | $
|                                           |  |          |           |  |          |  
|Income Before Tax Provision                |  | $        | 57,696    |  |          | $
|                                           |  |          |           |  |          |  
|Provision (Benefit) for Income Tax:        |  |          |           |  |          |  
|Federal Income Tax                         |  | $        | 13,000    |  |          | $
|State Income Tax                           |  |          | 3,000     |  |          |  
|Total Provision for Income Tax             |  | $        | 16,000    |  |          | $
|                                           |  |          |           |  |          |  
|Net Income                                 |  | $        | 41,696    |  |          | $
|                                           |  |          |           |  |          |  
|Income per Common Share (Basic)            |  | $        | .01       |  |          | $
|                                           |  |          |           |  |          |  
|Average Shares of Common Stock Outstanding |  |          | 4,562,910 |  |          |  



See Accompanying Notes to Financial Statements.



-4-







MILLER INDUSTRIES, INC.

STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED OCTOBER 31,
2011 AND 2010

(UNAUDITED)



|                                                    |  | 10/31/11 |           |   | 10/31/10 |  
|--------------------------------------------------- |  | -------- | --------- | - | -------- | -
|Cash Flows from Operating Activities:               |  |          |           |   |          |  
|Net Income (Loss)                                   |  | $        | 41,696    |   |          | $
|Adjustments to Reconcile Net Income to Net Cash     |  |          |           |   |          |  
|Provided by (used for) Operating Activities         |  |          |           |   |          |  
|Provision for Bad Debts                             |  |          | (250      | ) |          |  
|Depreciation                                        |  |          | 7,971     |   |          |  
|Amortization                                        |  |          | 3,121     |   |          |  
|Deferred Tax Asset Valuation Adjustment             |  |          | 16,000    |   |          |  
|Changes in Operating Assets and Liabilities         |  |          | (139,658  | ) |          |  
|Net Cash Provided by Operating Activities           |  | $        | (71,120   | ) |          | $
|                                                    |  |          |           |   |          |  
|Cash Flows from Investing Activities:               |  |          |           |   |          |  
|Acquisition of Property, Equipment, and Intangible  |  | $        | -         |   |          | $
|                                                    |  |          |           |   |          |  
|Net Cash (used by) Investing Activities             |  | $        | -         |   |          | $
|                                                    |  |          |           |   |          |  
|Cash Flows from Financing Activities:               |  |          |           |   |          |  
|Principal Payments Under Borrowings                 |  | $        | (22,290   | ) |          | $
|Proceeds from stock option purchase                 |  |          | 121,040   |   |          |  
|Net Cash Provided by (used by) Financing Activities |  | $        | 98,750    |   |          | $
|                                                    |  |          |           |   |          |  
|Net Increase in Cash and Cash Equivalents           |  | $        | 27,630    |   |          | $
|                                                    |  |          |           |   |          |  
|Cash and Cash Equivalents at the Beginning of Year  |  |          | 1,594,700 |   |          |  
|Cash and Cash Equivalents at the End of Quarter     |  | $        | 1,622,330 |   |          | $
|                                                    |  |          |           |   |          |  
|Additional Cash Flow Information:                   |  |          |           |   |          |  
|Cash Payments During the Year                       |  |          |           |   |          |  
|Interest                                            |  | $        | 7,285     |   |          | $
|Income Taxes                                        |  | $        | -         |   |          | $



See Accompanying Notes to Financial Statements.



-5-







MILLER INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2011



(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
period ending October 31, 2011 are not necessarily indicative of results that may be expected for the year ended April 30, 2012.

For further information refer to the financial
statements and footnotes thereto of the Company as of April 30, 2011 and for the year ended April 30, 2011.



NOTE B - Earnings
Per Share



Basic earnings per share
(“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of common
shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to
all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury
stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the
exercise of stock options or warrants). Diluted EPS excludes all dilutive potential of shares of common stock if their effect is
anti-dilutive.



NOTE C - Use of Estimates



The preparation of financial statements
in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying notes Actual results could differ from those estimates. The most
significant estimates included in the preparation of the financial statements are related to income taxes, asset lives, accruals
and valuation allowances.

Miller Industries, Inc.



-6-







Miller
Industries, Inc.

Notes
to Financial Statements



NOTE D –
Stock Option Agreement



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 $ .18 per share (Exercise Price).



The average fair values of the options granted
during fiscal 2006 were estimated at $.0324, using the Black-Scholes options-pricing model, which included the following assumptions:



|                        |  | 2006 |           
|----------------------- |  | ---- | ----------
|Stock Price             |  | $    | .05       
|Strike Price            |  | $    | .18       
|Expected Life           |  |      | 9.17 years
|Risk-Free Interest Rate |  |      | 3.80      
|Volatility              |  |      | 79.23     



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



On February 22, 2010, the Company modified
the option previously granted to Angelo Napolitano that entitled him to acquire 2,017,338 shares of the Company’s common
stock. Under the terms of the modification, the exercise price for the options were reduced from $0.18 per share to $0.06 per share.
The Company reduced the exercise price of the option in consideration of Mr. Napolitano’s guarantee of the Company’s
bank loan and his services as the Company’s president. The average fair values of the options modified during fiscal year
2010 were estimated at $.0130 using the Black-Scholes options-pricing model, which included the following assumptions:



|                        |  | 2010 |           
|----------------------- |  | ---- | ----------
|Stock Price             |  | $    | .04       
|Strike Price            |  | $    | .06       
|Expected Life           |  |      | 5.17 years
|Risk-Free Interest Rate |  |      | 3.78      
|Volatility              |  |      | 44.6      



The approximate compensation value of the modified option at
February 22, 2010 is $26,000 which is less than the $65,000 compensation cost of the original option. Under FASB Statement 123R,
the accounting for a modification, total compensation cost for the award should generally not be less than the awards original
fair value. Therefore, if fair value of the modified award is less than fair value of the original award on the modification date,
the grant date value is not reduced.



-7-







A summary of the status of the company’s stock option
agreement as of October 31, 2011 and 2010, and changes during the years then ended were as follows:



The options were exercised on June 7, 2011.



|                                    |  | 2011                      |           |  | 2010                      |  
|----------------------------------- |  | ------------------------- | --------- |  | ------------------------- | -
|                                    |  |                           |           |  |                           |  
|                                    |  | Shares Subject 
to Option |           |  | Exercise Price 
Per Share |  
|                                    |  |                           |           |  |                           |  
|Outstanding, May 1                  |  |                           | 2,017,338 |  |                           | $
|Granted                             |  |                           | -         |  |                           |  
|                                    |  |                           |           |  |                           |  
|Exercised                           |  |                           | 2,017,338 |  |                           | $
|Cancelled                           |  |                           | -         |  |                           |  
|                                    |  |                           |           |  |                           |  
|Outstanding/Exercisable, October 31 |  |                           | -         |  |                           |  



-8-











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



Results of Operations
(Second Quarter of 2012 Fiscal Year compared to Second Quarter of 2011 Fiscal Year)



Rental Income.
The Company’s results of operations are primarily dependent 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 2011 was $98,000, compared to $101,000 in the second quarter of 2012.



Hardware Sales (net).
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.  Net sales
were immaterial in 2011 and 2012.



Other Income.  The
Company generated other income of less than $2,000 during the second quarter of fiscal year 2011 and 2012. Other income in these
quarters consisted 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, maintenance and repairs, utility costs and outside
services. Rental expenses were $37,000 through the second quarter of 2011 and $56,000 through the second quarter of 2012.



Administrative Expenses.
The Company’s administrative expenses were $11,000 in the second quarters of fiscal years 2011 and 2012.



Interest Expense.
The Company pays interest on the mortgage loan on its building.  Interest expense on the loan was $9,000 in the second
quarter of fiscal year 2011 and in 2012.



Provision for Income
Taxes.  The Company had a tax provision of $14,000 in the second quarter of fiscal 2011 and $7,000 in 2012.



Net Income.  As
a result of the foregoing factors, The Company had net income of $27,000 in the second quarters of fiscal 2011 and $19,000 in second
quarter of 2012.



Results of Operations
(First Six Months of 2012 Fiscal Year compared to First Six Months of 2011 Fiscal Year)



Rental Income.
The Company’s results of operations are primarily dependent 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 six months of 2011 was $193,000, compared to $198,000 in the first six months
of 2012.



-9-







Hardware Sales (net).
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.  Net sales
were immaterial in 2011 and 2012.



Other Income.  The
Company generated other income of $3,000 through the first six months of fiscal year 2011 and 2012. Other income in these quarters
consisted 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, maintenance and repairs, utility costs and outside
services. Rental expenses were $90,000 through the first six months of 2011 and $105,000 through first six months of 2012.



Administrative Expenses.
The Company’s administrative expenses were $22,000 in the first six months of fiscal years 2011 and 2012.



Interest Expense.
The Company pays interest on the mortgage loan on its building.  Interest expense on the loan was $17,000 in the first
six months of fiscal year 2011 and $16,000 in 2012.



Provision for Income
Taxes.  The Company had a tax provision of $21,000 in the first six months of fiscal 2011 and $16,000 in 2012.



Net Income.  As
a result of the foregoing factors, the Company had net income of $47,000 in the first six months of fiscal 2011 and $42,000 in
first six months of 2012.



Liquidity and Capital
Resources



The Company’s cash
increased by $60,000 during the first six months of fiscal year 2011 compared to an increase of $28,000 during the first six months
of fiscal year 2012. During the first six months of fiscal year 2012, the Company received a cash infusion of $121,000 from the
exercise of stock options.  The Company used the proceeds to reduce the Company’s accounts payables. As of July
31, 2011, The Company’s cash position was approximately $1,622,000.



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 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.



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, 2011.  The Company’s Chief Executive Officer
and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of October
31, 2011.



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, 2011.



ITEM 5. OTHER MATTERS AND SUBSEQUENT EVENTS



1. The State of California State Controller
filed a complaint against the Company in the Superior Court of California.  In the Complaint, the State asserts that
the Company had failed to report the alleged abandonment of certain shares of the Company’s common stock in a timely manner
and, as a result, the Company was obligated to pay the State the amount of $102,230. The State and the Company have entered into
a Tolling Agreement in order to allow the Company to investigate this matter.  The investigation is on-going. The Company
is currently unable to assess whether the claim has any validity.



-11-







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.



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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:   June 4, 2012 |  | By:                    
|                      |  |                        



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