SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-K/A



(Amendment No. 1)



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



For the fiscal year ended April 30, 2010



Commission File No. 1-5926





MILLER INDUSTRIES, INC.

(Exact Name 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)







Securities registered
under Section 12(b)

of the Exchange Act: None



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



|Common Stock, $.04
        Par Value
|------------------------------------
|(Title of Class)                    



Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ̈
No x



Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ̈
No x



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  ̈ No x



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.  ̈



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of
“accelerated filer”, “large 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 x



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



Yes  ̈
No x



The aggregate market value of the common stock
held by non-affiliates of the registrant at October 31, 2009 was $11,084.



As of April 30, 2010, there were 2,982,662
shares of the registrant’s common stock outstanding.











Explanatory Note



Miller Industries, Inc. (the “Company”)
is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year
ended April 30, 2010, which was originally filed on January 24, 2011 (the “Original Filing”), to include management’s
report on internal control over financial reporting and to modify the certifications set forth in Exhibits 31.1 and 31.2.



Pursuant to Rule 12b-15 under the Securities
and Exchange Act of 1934, as amended, this Amendment amends the Original Filing and contains new certifications pursuant to Section
302 and 906 of the Sarbanes-Oxley Act of 2002. This Amendment does not affect any other parts of, or exhibits to the Original Filing,
and those unaffected parts or exhibits are not included in this Amendment. Except as expressly stated in this Amendment, the Original
Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosure contained in the Amendment
to reflect events that have occurred since the filing of the Original Filing.



-2-







PART I



FORWARD LOOKING STATEMENTS



This Form 10-K contains
“forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward
looking statements represent the Company’s expectations and beliefs including, but not limited to, statements concerning
the Company’s operations, performance, financial condition, growth or strategies. For this purpose, any statements contained
in this Form 10-K that are not statements of historical fact may be deemed to be forward looking statements. Without limiting the
generality of the foregoing, words such as “may,” “will,” “expect,” “believe,”
“estimate,” “anticipate” or “continue” or the negative or other variations thereof or comparable
terminology are intended to identify forward looking statements. The statements by their nature involve substantial risks and uncertainties,
certain of which are beyond the Company’s control, and actual results may differ materially depending on a variety of important
factors, including but not limited to the potential impact of changes in interest rates, competition, credit risks and collateral,
changes in local or regional economic conditions, the ability of the Company to continue its growth strategy, dependence on management
and key personnel, and regulatory supervision.



| | ITEM 1. | BUSINESS
| | ------- | --------



General



Miller Industries, Inc.
(the “Company”) was incorporated under the laws of the State of Florida on January 21, 1963. The administrative
offices of the Company are located at 16295 N.W. 13th Avenue, Miami, Florida 33169, and its telephone number is (305) 621-0501.



The Company’s business
is the ownership and management of a 98,000 square feet warehouse located in Miami, Florida.



Employees



The Company had no employees
during the 2010 and 2009 fiscal years.



The Company utilizes an
independent contractor to perform administrative and bookkeeping services.



| | ITEM 2. | PROPERTIES
| | ------- | ----------



Description of Warehouse



The Company owns a one-story
concrete block building located at 16295 N.W. 13th Avenue, Miami, Florida. This facility consists of 97,813 square feet, 7,000
of which is air-conditioned. The building is zoned for use as a warehouse or light manufacturing facility. The building has a relatively
low ceiling, which has adversely affected leasing efforts.



-3-







Financing



At April 30, 2010, the
building was subject to an outstanding first mortgage in favor of a commercial bank with a principal balance of approximately $1,338,399.
The loan accrues interest at 1⁄2% under the lender’s base rate per annum and is payable in monthly installments of $3,715,
with a balloon payment of $911,174 due November 2019. The loan is secured by the Company’s land and building and a partial
guarantee of the Company’s president.



Leasing Activities



The Company continues to
seek long term commercial tenants for its building. The building is located in an industrial park which contains many similar facilities.
Current rents for such facilities range from approximately $4.00 per square foot to approximately $7.50 per square foot and the
occupancy rate in the area is approximately 80%.



During 2010, the Company
leased its building to three tenants. As of April 30, 2010, the future minimum rental income under these leases, excluding cost
of living adjustments, was as follows:



|2011 |  | $ | 373,524 | 
|---- |  | - | ------- | 
|2012 |  | $ | 373,524 | 
|2013 |  | $ | 288,756 | 
|2014 |  | $ | 190,171 | 



Insurance, Depreciation and Taxes



The Company believes that
the building is adequately insured. Depreciation is determined using the straight-line method over five to 31.5 years for tax purposes
and 5 to 30 years for accounting purposes. Real estate taxes paid for calendar year 2010 were approximately $59,000.



| | ITEM 3. | LEGAL PROCEEDINGS
| | ------- | -----------------



Seaboard Chemical Corporation



In late 1991, the Company
was identified by the North Carolina Department of Environment, Health, and Natural Resources (“DEHNR”) as a
member of a large group of companies who had shipped hazardous waste to a disposal site owner and operated by Seaboard Chemical
Corporation (“Seaboard”). Accordingly, DEHNR issued a Notice of Responsibility to advise the Company of its
liability as a potentially responsible party (“PRP”) with respect to the site.



-4-







Seaboard had operated the
site in Jamestown, North Carolina for the storage, treatment and disposal of hazardous waste materials for the period from 1976
to 1989. Operations at the site ceased in 1989 when Seaboard declared bankruptcy. Beginning in 1990, the bankruptcy trustee for
Seaboard attempted to close the site in accordance with the terms of the Resource Conservation and Recovery Act (“RCRA”).
However, insufficient funds were available to allow the trustee to complete this work. As a result, the Federal Environmental Protection
Agency (the “EPA”) and the DEHNR advised the trustee that if the clean up work were not completed, either one
or both of the agencies would complete the work and would sue the responsible parties to recover the costs involved. To avoid the
possibility of this lawsuit, in October 1991, the Company entered into an agreement with other responsible parties to form a group
to complete the site clean up work. Over the next two years, the necessary steps were taken to complete the clean up of the surface
contamination of the site. In 1994, the Company joined a group to complete the groundwater clean up (“Phase II”).
Phase II was to begin as soon as a satisfactory plan was approved by the concerned authorities.



In June 2009, the Company
entered into a settlement agreement in which it agreed to settle any potential claims for a payment of $9,100.



Gold Coast Oil



In 1981, the Company was
named by the U.S. Environmental Protection Agency (“EPA”) as one of many potential PRPs with respect to chemical
pollution discovered at a site known as “Gold Coast Oil.”



In 1988, a settlement was
negotiated between the EPA and certain PRPs including the Company, which resulted in a settlement of the EPA claim. The PRPs subsequently
negotiated a settlement among themselves in which the Company agreed to pay $50,000 of the anticipated clean up costs. The Company’s
insurance carrier at the time of the alleged violations agreed to pay $45,000 of this amount in return for a release from any future
additional claims.



In January 1993, it was
determined that additional funds would be required to complete the clean up of the Gold Coast Oil site. The Company received an
assessment of $10,000 for this obligation and has included such amount in accrued expenses in the accompanying balance sheets.



-5-







PART II



ITEM 5.         MARKET
FOR THE REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS



The Company’s common
stock is currently traded on the over-the-counter market under the symbol “MLLS”.



The range of the high and
low bid quotations for each quarter of the past two (2) fiscal years is as follows:



|                    |  | CLOSING BID |     
|------------------- |  | ----------- | ----
|2009 Fiscal Year    |  | HIGH        |     
|5/1/08  -  7/31/08  |  | $           | .06 
|8/1/08  -  10/31/08 |  | $           | .052
|11/1/09  -  1/31/09 |  | $           | .045
|2/01/09  -  4/30/09 |  | $           | .045



|                    |  | CLOSING BID |    
|------------------- |  | ----------- | ---
|2010 Fiscal Year    |  | HIGH        |    
|5/1/09  -  7/31/09  |  | $           | .04
|8/1/09  -  10/31/09 |  | $           | .04
|11/1/09  -  1/31/10 |  | $           | .04
|2/01/10  -  4/30/10 |  | $           | .05



As of April 30, 2010, there
were approximately 475 holders of record of the Company’s common stock.



The Company has not paid
any cash dividends during the last three fiscal years.



-6-







Equity Compensation Plan Information



The following table presents information regarding
the Company’s equity compensation plans at April 30, 2010:



|Plan Category                                                  |  | Number of shares

of common stock

to be issued upon

exercise of

outstanding options, warrants

and rights |                  |  | Weighted-average exercise price of outstanding

options, warrants

and rights |   |      | Number of shares of common stock

remaining available for

future issuance under

equity compensation

plans (excluding

securities reflected in

first column) | 
|-------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------ | ---------------- |  | ----------------------------------------------------------------------------- | - | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                               |  |                                                                                                              |                  |  |                                                                               |   |      |                                                                                                                                                                 | 
|Equity compensation plans approved by security holders         |  |                                                                                                              | -                |  |                                                                               |   | -    |                                                                                                                                                                 | 
|Equity compensation
plans not approved by security holders (1) |  |                                                                                                              | 2,017,338 shares |  |                                                                               | $ | 0.06 |                                                                                                                                                                 | 
|                                                               |  |                                                                                                              |                  |  |                                                                               |   |      |                                                                                                                                                                 | 
|Total                                                          |  |                                                                                                              | 2,017,338 shares |  |                                                                               | $ | 0.06 |                                                                                                                                                                 | 



(1)          On
June 30, 2005, the Company granted Mr. Napolitano stock options in recognition of the substantial benefits provided to the Company
by Mr. Napolitano through his personal guaranty of the Company’s bank loan as well as the services in which he has rendered
to the Company in his capacity as the Company’s sole officer and director. Under the terms of the option agreement, Mr. Napolitano
had the right to purchase up to 2,017,338 shares of the Company’s common stock at a price of $0.18 per share. On February
22, 2010, the Company reduced the exercise price of the options from $0.18 per share to $.06 per share in consideration of Mr.
Napolitano’s continuing guaranty of the Company’s ban loan. The options may be exercised at any time during the ten
year term of the options.



-7-







ITEM 6.	     SELECTED
FINANCIAL DATA



Not
Applicable



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



Results of Operations (2009 compared to 2010)



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 2009 was
$481,000, compared with $373,000 in 2010. The decrease in rental income was due to a lower level of occupancy at the building,
and lower rental rates.



Hardware Sales



The Company receives revenue
from the sale of replacement parts for the sliding glass doors and windows formerly manufactured by the Company. These sales (net
of cost of goods sold) were immaterial in 2010 and 2009.



Other Income



The Company generated other
income of $22,000 in 2009, compared to $7,000 in 2010. Other income in 2008 and 2009 principally consisted of interest income.
The decrease was due to lower interest rates in the Company’s deposits.



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 $240,000
in 2009 and $150,000 in 2010. The principal components were management fees ($43,000 in 2009 and $36,000 in 2010), taxes ($106,000
in 2009 and $59,000 in 2010), depreciation and amortization ($31,000 in 2009 and $22,900 in 2010), repairs and maintenance ($9,000
in 2009 and $9,500 in 2010) and insurance ($25,000 in 2009 and $21,600 in 2010).



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 2009 and 2010.



-8-







Administrative Expenses



The Company’s administrative
expenses were $55,000 in 2010, compared to $48,000 in 2009.



Interest Expense



The Company pays interest
on the mortgage loan on its building. Interest expense on the loan was $45,000 in 2010 compared to $79,000 in 2009. The decrease
was attributable to a decrease in the interest rate on the Company’s mortgage loan.



Provision for Income Taxes



The provision for taxes
(before realization of prior years’ tax benefits) was $41,000 in 2009 and $38,000 in 2010. In 2010, the Company also recorded
a change of $(141,500) in its valuation allowance related to its net operation loss carryforwards due to the decline in the Company’s
profitability. See Note C to the Company’s financial statements.



Net Income



As a result of the foregoing
factors, the Company had a net loss of $36,000 in 2009, compared to a net income of $233,000 in 2010.



Liquidity and Capital Resources



The Company’s cash
increased by $159,000 during fiscal year 2009 compared with an increase of $35,000 during fiscal year 2010. The increase in 2010
in cash was primarily due to positive cash flow from operations. As of April 30, 2010, the Company’s cash position was approximately
$1,513,000.



At April 30, 2010, the
Company’s principal financing consisted of a loan with a principal balance of approximately $1,338,000 from a third party
lender, secured by a lien on the Company’s building. The loan bears interest at 50 basis points below the Lender’s
base rate. The loan is payable $3,715 per month (plus accrued interest), with a balloon payment due November 2019 in the approximate
amount of $911,174. The note is collateralized by the Company’s land and building,along with the personal guaranty
of the Company’s Chairman of the Board in the amount of 50% of the mortgage balance.



The Company believes that
its working capital needs over the next twelve months will principally consist of funding routine maintenance of its building and
alterations to the interior of the building to accommodate new tenants. The Company believes that its existing cash reserves will
allow the Company to continue operations at their current level for at least 12 more months. However, the Company’s long
term prospects ultimately depend on the Company’s ability to lease the space in its building at attractive rates.



The Company’s obligations
to make payments under existing, material contracts consists of the following:



-9-









| | · | The Company is obligated to make payments under its existing mortgage loan. At April 30, 2010,
the outstanding balance of the loan was $1,338,399. The loan bears interest 50 basis points below the Lender’s base rate.
The loan is repayable in monthly installments of approximately $3,715, with a balloon payment of approximately $911,174 due in
November, 2019.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The Company has agreed to pay Harnap Corp., a corporation controlled by the Company’s president
and principal shareholder, $3,000 per month for management fees. Accrued fees as of April 30, 2010 were $280,000, all of which
are payable upon the demand of Harnap.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









Current Plans



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



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.



Critical Accounting Policies



The Securities and Exchange
Commission (“SEC”) has issued disclosure guidance for “Critical Accounting Policies.” The SEC defines
critical accounting policies as those that require the application of management’s most difficult, subjective, or complex
judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and may change
in subsequent periods.



The discussion and analysis
of the Company’s financial condition and results of operations are based upon its financial statements, the preparation of
which takes into account estimates based on judgments and assumptions that affect certain amounts and disclosures. Accordingly,
actual results could differ from these estimates. The accounting policies and estimates used and outlined in Note 1 to the Company’s
financial statements, which are presented elsewhere in this Form 10-K, have been applied consistently as at April 30, 2010 and
2009, and for the years ended April 30, 2010 and 2009. The Company’s representatives who are involved in the preparation
of its financial statements and this report believe that the following accounting policies represent the Company’s critical
accounting policies:



Valuation of Long-Lived
Assets: The Company periodically assesses the carrying value of long-lived assets whenever events or changes in circumstances
indicate that their carrying amount may not be recoverable. When the Company determines that the carrying value of long-lived assets
may be impaired, the measurement of any impairment is based on a projected discounted cash flows method. While the Company believes
that this method is reasonable, different assumptions regarding such cash flows may significantly affect the measurement of impairment.



-10-







Revenue Recognition:
Rental income is recognized when it becomes receivable under the terms of each lease. Hardware sales are recognized upon receipt
of payment from customers.



Off-Balance
Sheet Arrangements and Aggregate Contractual Obligations



The Company is not a party
to any material off-balance sheet arrangements.



The following is a summary
of the Company’s contractual obligations, including certain on-balance sheet obligations, at April 30, 2010:



|                          |  |       |           |  | Payments Due by Period |  
|------------------------- |  | ----- | --------- |  | ---------------------- | -
|Contractual Obligations   |  | Total |           |  | Less Than 1 Year       |  
|Long Term Debt            |  | $     | 1,338,399 |  |                        | $
|Capital Lease Obligations |  |       | -         |  |                        |  
|Operating Leases          |  |       | -         |  |                        |  
|Purchase Obligations      |  |       | -         |  |                        |  
|Other Long Term Debt      |  |       |           |  |                        |  
|TOTAL                     |  | $     | 1,338,399 |  |                        | $



ITEM 8.          FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA



The Company’s financial
statements and supplementary financial schedules are attached as an exhibit to this report. See Items 14(a) and 14(b).



Management’s Report
on the Consolidated Financial Statements



Our management is responsible
for the preparation of the consolidated financial statements and related information that are presented in this report. The consolidated
financial statements, which include amounts based on management’s estimates and judgments, have been prepared in conformity
with accounting principles generally accepted in the United States of America. The Company designs and maintains accounting and
internal control systems to provide reasonable assurance at reasonable cost that assets are safeguarded against loss from unauthorized
use or disposition, and that the financial records are reliable for preparing financial statements and maintaining accountability
for assets. These systems are augmented by written policies, an organizational structure providing division of responsibilities
and careful selection and training of qualified personnel.



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



None.



-11-







ITEM 9A.          CONTROLS
AND PROCEDURES



Disclosure Controls
and Procedures



In connection with the
filing of this Form 10-K/A, the Company’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness
of the Company’s disclosure controls and procedures as of April 30, 2010. The Company’s Chief Executive Officer and
Chief Executive Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of April
30, 2010.



Management's Report
on Internal Control Over Financial Reporting



The management of the Company
is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in
Exchange Act Rule 13a-15(f). The Company designs and maintains accounting and internal control systems to provide reasonable assurance
at reasonable cost that assets are safeguarded against loss from unauthorized use or disposition, and that the financial records
are reliable for preparing financial statements and maintaining accountability for assets. These systems are augmented by written
policies, an organizational structure providing division of responsibilities and careful selection and training of qualified personnel.



Management (with the participation
of the Company's principal executive officer and principal financial officer) has evaluated the Company's internal control over
financial reporting as of April 30, 2010, based on the framework in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations (COSO) of the Treadway Commission.



There are limitations inherent
in any internal control, such as the possibility of human error and the circumvention or overriding of controls. A control system,
no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control
system are met, and may not prevent or detect misstatements. As conditions change over time, so too may the effectiveness of internal
controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such
that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will
not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in
internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention
by those responsible for oversight of a Company's financial reporting.



Based on its assessment,
management has concluded that our internal control over financial reporting was effective as of April 30, 2010.



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 April 30, 2010.



-12-







ITEM 9B.          OTHER
INFORMATION



On June 30, 2005, the Company
granted Mr. Napolitano stock options in recognition of the substantial benefits provided to the Company by Mr. Napolitano through
his personal guaranty of the Company’s bank loan as well as the services in which he has rendered to the Company in his capacity
as the Company’s sole officer and director. Under the terms of the option agreement, Mr. Napolitano had the right to purchase
up to 2,017,338 shares of the Company’s common stock at a price of $0.18 per share. On February 22, 2010, the Company reduced
the exercise price of the options from $0.18 per share to $0.06 per share in consideration of Mr. Napolitano’s continuing
guaranty of the Company’s ban loan. The options may be exercised at any time during the ten year term of the options.



-13-







PART III



| | ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
| | -------- | -----------------------------------------------



The directors and executive
officers of the Company are as follows:



|Name              |  | Position                                                                   |  | Officer
        Since |  | Director
        Since
|----------------- |  | -------------------------------------------------------------------------- |  | --------------------- |  | ----------------------
|                  |  |                                                                            |  |                       |  |                       
|Angelo Napolitano |  | President, Chief Executive Officer, and Chairman of the Board of Directors |  | 1992                  |  | 1988                  



Each director is elected
for a period of one (1) year, or until his successor is duly elected by the shareholders. Officers serve at the will of the Board
of Directors.



Angelo Napolitano, age
72 has been President and Chief Executive Officer of the Company since 1992. He has been a Director of the Company since 1988 and
Chairman since July 1989. Mr. Napolitano is the Chairman and Chief Executive Officer of Harnap Corp., a commercial real estate
management company which he founded in 1971. Since 1975, Mr. Napolitano has served as a director and President of Sunshine State
Industrial Park Authority, the property owners’ association for the industrial park in which the Company’s building
is located.



Compliance with Section 16(a) of the Securities
Exchange Act of 1934



Based solely upon a review
of Forms 3, 4 and 5 furnished to the Company, Mr. Napolitano failed to file one report on a timely basis.



Audit Committee Financial Expert



The Company has determined
that it does not have an audit committee financial expert. The Company has not been able to identify an individual willing to serve
as an audit committee financial expert for the Company.



Code of Ethics



The Company has adopted
a code of ethics that applies to the Company’s officers and persons performing similar functions.



| | ITEM 11. | EXECUTIVE COMPENSATION
| | -------- | ----------------------



The following table sets
forth information regarding the compensation paid by the Company to the Company’s chief executive officer. None of the Company’s
officers in fiscal 2010 received compensation in excess of $100,000.



-14-







SUMMARY COMPENSATION
TABLE



|Name and Position                          |  | Fiscal Year |      |  | Salary (1) |   |        | Shares Underlying Stock Options Grant | 
|------------------------------------------ |  | ----------- | ---- |  | ---------- | - | ------ | ------------------------------------- | 
|                                           |  |             |      |  |            |   |        |                                       | 
|Angelo Napolitano, Chief Executive Officer |  |             | 2010 |  |            | $ | 36,000 |                                       | 
|                                           |  |             | 2009 |  |            | $ | 43,000 |                                       | 
|                                           |  |             | 2008 |  |            | $ | 36,000 |                                       | 










(1)          Includes management
fees paid to Harnap Corp., a company controlled by Mr. Napolitano, and director fees paid to Mr. Napolitano.



Options Granted in 2010



No stock options were granted
by the Company in the 2010 fiscal year. However, on February 22, 2010 the Company agreed to reduce the exercise price on the 2,017,338
shares held by Mr. Napolitano from $.18 per share to $.06 per share.



Aggregate Option Exercises in 2010 and Fiscal Year-End
Option Values



The following table sets
forth information with respect to the exercise of options in the 2010 fiscal year and the value of unexercised options held as
of the end of the 2010 fiscal year held by the executive officer listed above.



|                  |  | Shares Acquired on Exercise (#) |   |  | Value  Realized  ($) |  |   | Number of Securities Underlying Unexercised Options at 4/30/10 |  |  | Value of Unexercised In-the- Money Options at 4/30/10 ($) | 
|----------------- |  | ------------------------------- | - |  | -------------------- |  | - | -------------------------------------------------------------- |  |  | --------------------------------------------------------- | 
|Name              |  |                                 |   |  |                      |  |   | Exercisable/ Unexercisable                                     |  |  | Exercisable/ Unexercisable                                | 
|                  |  |                                 |   |  |                      |  |   |                                                                |  |  |                                                           | 
|Angelo Napolitano |  |                                 | — |  |                      |  | — |                                                                |  |  | 2,017,338 / 0                                             | 



-15-







Management Agreement



The Company has agreed
to pay Harnap Corp. a monthly management fee, which is currently $3,500 per month. Harnap Corp. is owned and controlled by Angelo
Napolitano, the Company’s Chief Executive Officer and Chairman of the Board. As of April 30, 2010, accrued management fees
totaled $280,000.



Compensation of Directors



No amounts were paid to
directors during the 2010 fiscal year for services as directors.



-16-







ITEM 12.          SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



To the knowledge of management,
as of April 30, 2010, the following persons beneficially owned 5% or more of the common stock of the Company:





|Name
                                                                                                                                             and
                                                                                                                                             Address
                                                                                                                                             of Beneficial
                                                                                                                                                                                                                                                        Owner |  | Amount Beneficially Owned |           |     | Percent Of
                                                                                                                                                                                                                                                       Class | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- | --------- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                           |           |     |                                                                                                                                                                                                                                                                         | 
|Angelo Napolitano 1521 N.W. 165th Street Miami, FL 33169                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                           | 3,148,594 | (1) |                                                                                                                                                                                                                                                                         | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                           |           |     |                                                                                                                                                                                                                                                                         | 
|Elizabeth Schuldiner Revocable Trust u/a 3/20/90 (2) 80 West 12th Street New York, NY 10011                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                           | 220,567   |     |                                                                                                                                                                                                                                                                         | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                           |           |     |                                                                                                                                                                                                                                                                         | 
|Walter P. Carucci (3) Uncle Mills Partners (3) Carr Securities Corp. (3) 14 Vanderventer Avenue Suite 210 Port Washington, NY 11050                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                           | 276,994   |     |                                                                                                                                                                                                                                                                         | 










(1)          Mr.
Napolitano has sole voting and investment power with respect to 1,121,256 shares which he holds of record. Mr. Napolitano has shared
voting and investment power with respect to 10,000 shares which he owns jointly with his wife, Mrs. Helen Napolitano. Mr. Napolitano
is entitled to acquire an additional 2,017,338 shares under outstanding stock options.



(2)          Based
on information disclosed in a Schedule 13G filed with the Securities and Exchange Commission (“SEC”) on June
9, 2006. Elizabeth Schuldiner Revocable Trust has sole voting and investment power with respect to the shares.



(3)          Based
on information disclosed in a Schedule 13G filed with the SEC on February 12, 2010. Walter P. Carucci, Uncle Mills Partners and
Carr Securities Corp. have identified themselves as a “group” as that term is used in the Securities Exchange Act of
1934, as amended. Walter P. Carucci has sole voting and investment power with respect to 100,889 shares. Uncle Mills Partners has
sole voting and investment power with respect to 172,505 shares. Carr Securities has sole voting and investment power with respect
to 3,600 shares.



The shares of common stock
beneficially owned by the Company’s sole director and executive officer as of April 30, 2010 were as follows:



-17-







|Name
                                               and Address of Beneficial
                                                                                                                                                          Owner |  | Amount Beneficially Owned
                                                                                                                                                                                                                                                             (1) |           |     | Percent Of
                                                                                                                                                          Class | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                            |           |     |                                                                                                                                                                            | 
|Angelo Napolitano 1521 N.W. 165th Street Miami, FL 33169                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                            | 3,148,594 | (2) |                                                                                                                                                                            | 
















(1)          Except
as otherwise indicated, each person has sole voting and investment power as to the listed shares.



(2)          With
respect to Mr. Napolitano’s shares, see Note (1) to the preceding table.



-18-







ITEM 13.          CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS



The Company has entered
into a brokerage agreement with Napolitano Realty Corporation (“NRC”) with respect to the lease of the Company’s
building. The President of NRC is the son of Mr. Angelo Napolitano, the Company’s President and Chairman of the Board. The
agreement provides for a 6% commission to be paid to NRC on sales or lease proceeds received by the Company. No commissions were
paid under this agreement for the 2010 fiscal year.



ITEM 14.          PRINCIPAL
ACCOUNTANT FEES AND SERVICES.



Larry Wolfe, CPA performed
the review of each of the Company’s quarterly reports for the 2010 fiscal year and the audit of the Company’s financial
statements for the year ended April 30, 2010.



The following table presents
fees billed for professional audit and other services rendered by Larry Wolfe, CPA for the periods presented.



|                                |  | Fiscal 2010 |        |  | Fiscal 2009 |  
|------------------------------- |  | ----------- | ------ |  | ----------- | -
|Fees billed by Larry Wolfe, CPA |  |             |        |  |             |  
|Audit Fees (1)                  |  | $           | 11,250 |  |             | $
|Audit Related Fees (2)          |  |             | 4,400  |  |             |  
|Tax Fees(3)                     |  |             | 750    |  |             |  
|All Other Fees (4)              |  |             | —      |  |             |  
|                                |  |             |        |  |             |  
|Total                           |  | $           | 16,400 |  |             | $



| | (1) | Audit Fees consist of fees billed for professional services rendered for the audit of the Company’s
consolidated annual financial statements and review of the interim consolidated financial statements included in quarterly reports
and services normally provided in connection with statutory and regulatory filings or engagements.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Audit-Related Fees consist of fees billed for assurance and related services that are reasonably
related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported
under “Audit Fees,” including registration statement filings.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Tax Fees consist of fees billed for professional services rendered for tax compliance, tax consultation
and tax planning (domestic and international). These services include assistance regarding federal, state and international tax
compliance and international tax planning.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | All Other Fees consist of fees for products and services other than the services reported above.
| | --- | ------------------------------------------------------------------------------------------------



-19-







PART IV



ITEM 15.            EXHIBITS,
FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-K



| | (a) | Financial Statements
| | --- | --------------------



Report of Independent Certified
Public Accountants



Balance Sheets as of April
30, 2010 and 2009



Statements of Operations
for Years ended April 30, 2010 and 2009.



Statements
of Changes in Shareholders Equity (Deficiency) for Years ended April 30, 2010 and 2009



Statements of Cash Flows
for Years ended April 30, 2010 and 2009



Notes to Financial Statements



| | (b) | All schedules have been omitted because they are inapplicable, not required or the information
is included elsewhere in the financial statements or notes thereto.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | Exhibits
| | --- | --------



|3.1    | Articles of Incorporation                                                                                                                                        | (Note 1)
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|3.2    | Articles of Amendment                                                                                                                                            | (Note 2)
|3.3    | By-laws                                                                                                                                                          | (Note 1)
|3.4    | Amendment to By-laws – Indemnification                                                                                                                           | (Note 1)
|3.5    | Amendment to By-laws —Control Share Acquisitions                                                                                                                 | (Note 3)
|10.1   | Indemnification Agreement with Directors                                                                                                                         | (Note 4)
|10.2*  | Amended and Restated Stock Option Agreement dated February 22, 2010                                                                                              |         
|14.1   | Code of Ethics                                                                                                                                                   | (Note 5)
|31.1*  | Certification of Chief Executive Officer and 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 by Section 906 of Sarbanes-Oxley Act of 2002 |         
|       |                                                                                                                                                                  |         
|Note 1 | Incorporated by reference from the Form 10-K filed with the Commission for the year ended April 30, 1981.                                                       
|Note 2 | Incorporated by reference from Form 10-K filed with the Commission for the year ended April 30, 1985.                                                           
|Note 3 | Incorporated by reference from the Form 10-K filed with the Commission for the year ended April 30, 1993.                                                       



-20-







|Note 4 | Incorporated by reference from the Form 10-K filed with the Commission for the year ended April 30, 1990.         
|------ | ------------------------------------------------------------------------------------------------------------------
|Note 5 | Incorporated by reference from the Form 10-KSB filed with the Commission for the fiscal year ended April 30, 2004.
|       |                                                                                                                   
|(*)    | Filed as part of this report                                                                                      



| | (d) | Reports on Form 8-K
| | --- | -------------------



There were no reports on
Form 8-K for the three months ended April 30, 2010.



-21-







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, thereto duly
authorized on April 8, 2012.



| | MILLER INDUSTRIES, INC.
| | -----------------------
| |                        
| | /s/  Angelo Napolitano 
| | By:                    



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 indicated on April 8, 2012.



|Signature             |  | Title                                                                                                                                   
|--------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|                      |  |                                                                                                                                         
|/s/ Angelo Napolitano |  | President, Chief Executive                                                                                                              
|Angelo Napolitano     |  | Officer, and Director
        (Principal Executive Officer)
        (Principal Financial Officer)
        (Principal Accounting Officer)



-22-







INDEPENDENT AUDITOR’S REPORT



Shareholders and Board of Directors

Miller Industries, Inc.

Miami, Florida



I have audited the accompanying
balance sheets of Miller Industries, Inc. as of April 30, 2010 and 2009, and the related statements of operations, shareholders’
deficiency, and cash flows for each of the two years in the period ended April 30, 2010. These financial statements are the responsibility
of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.



I conducted my audit in
accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My
audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control
over financial reporting. Accordingly, I express no such opinion. 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. I believe that my audits provide
a reasonable basis for my opinion.



In my opinion, the financial
statements referred to above present fairly, in all material respects, the financial position of Miller Industries, Inc. as of
April 30, 2010 and 2009 and the results of its operations and its cash flows for each of the two years in the period ended April
30, 2010, in conformity with accounting principles generally accepted in the United States of America.



| | /s/  Larry Wolfe            | 
| | --------------------------- | 
| |                             | 
| | LARRY WOLFE                 | 
| | Certified Public Accountant | 



Miami, Florida

October 12, 2010



F-1







MILLER INDUSTRIES, INC.

BALANCE SHEET

APRIL 30, 2010 AND 2009



ASSETS



|                                                                                                  |  | 2010 |           |  | 2009 |  
|------------------------------------------------------------------------------------------------- |  | ---- | --------- |  | ---- | -
|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                                                                     |  |      | 876,541   |  |      |  
|Net Book Value                                                                                    |  | $    | 356,167   |  |      | $
|                                                                                                  |  |      |           |  |      |  
|Other Assets:                                                                                     |  |      |           |  |      |  
|Cash and Cash Equivalents                                                                         |  |      | 1,512,525 |  |      |  
|Accounts Receivable (Less Allowance for Doubtful Accounts of $ 6,942 in 2010 and $15,000 in 2009) |  |      | —         |  |      |  
|Prepaid Expenses and Other Assets                                                                 |  |      | 14,854    |  |      |  
|Deferred Lease Incentive (Net of Accumulated Amortization - $31,020 in 2010 and $ 53,403 in 2009) |  |      | 20,768    |  |      |  
|                                                                                                  |  |      |           |  |      |  
|Loan Costs, Less Accumulated Amortization of $447 in 2010 and $25,030 in 2009, respectively       |  |      | 10,288    |  |      |  
|                                                                                                  |  |      |           |  |      |  
|Deferred Tax Assets                                                                               |  |      | 114,500   |  |      |  
|                                                                                                  |  |      |           |  |      |  
|Total Other Assets                                                                                |  |      | 1,672,935 |  |      | $
|                                                                                                  |  |      |           |  |      |  
|TOTAL ASSETS                                                                                      |  | $    | 2,029,102 |  |      | $



F-2







LIABILITIES AND SHAREHOLDERS’ EQUITY
(DEFICIENCY)



|                                                                                         |  | 2010 |            |   | 2009 |  
|---------------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | -
|Liabilities:                                                                             |  |      |            |   |      |  
|                                                                                         |  |      |            |   |      |  
|Mortgage and Notes Payable                                                               |  | $    | 1,338,399  |   |      | $
|Accounts Payable and Accrued Expenses                                                    |  |      | 403,5450   |   |      |  
|Tenant’s Deposits and Advance Rent                                                       |  |      | 70,423     |   |      |  
|                                                                                         |  |      |            |   |      |  
|Total Liabilities                                                                        |  | $    | 1,812,367  |   |      | $
|                                                                                         |  |      |            |   |      |  
|Shareholders’ Deficiency:                                                                |  |      |            |   |      |  
|                                                                                         |  |      |            |   |      |  
|Common Stock - $.05 Par, 5000 shares authorized: 2,982,662 shares issued and Outstanding |  | $    | 149,133    |   |      | $
|                                                                                         |  |      |            |   |      |  
|Paid-In Capital                                                                          |  |      | 1,191,929  |   |      |  
|Deficit                                                                                  |  |      | (1,124,327 | ) |      |  
|                                                                                         |  |      |            |   |      |  
|Total Shareholders’ Equity (Deficiency)                                                  |  |      | 216,735    |   |      |  
|                                                                                         |  |      |            |   |      |  
|TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENCY)                                  |  | $    | 2,029,102  |   |      | $



See Accompanying Notes to Financial Statements.



F-3







MILLER INDUSTRIES, INC.

STATEMENT OF OPERATIONS

YEARS ENDED APRIL 30, 2010 AND 2009



|                                                                                                |  | 2010 |           |   | 2009 |  
|----------------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | -
|Revenues:                                                                                       |  |      |           |   |      |  
|                                                                                                |  |      |           |   |      |  
|Rental Income                                                                                   |  | $    | 373,042   |   |      | $
|Hardware Sales (Net)                                                                            |  |      | 223       |   |      |  
|Other Income                                                                                    |  | $    | 6,604     |   |      | $
|                                                                                                |  |      |           |   |      |  
|Total Revenues                                                                                  |  | $    | 379,869   |   |      | $
|                                                                                                |  |      |           |   |      |  
|Expenses:                                                                                       |  |      |           |   |      |  
|                                                                                                |  |      |           |   |      |  
|Rental Expenses (Except Interest)                                                               |  |      | 149,856   |   |      |  
|Administrative                                                                                  |  |      | 55,024    |   |      |  
|Interest                                                                                        |  |      | 45,401    |   |      |  
|                                                                                                |  |      |           |   |      |  
|Total Expenses                                                                                  |  | $    | 250,281   |   |      | $
|                                                                                                |  |      |           |   |      |  
|Income Before Tax Provision                                                                     |  | $    | 129,588   |   |      | $
|                                                                                                |  |      |           |   |      |  
|Provision (Benefit) for Income Tax:                                                             |  |      |           |   |      |  
|                                                                                                |  |      |           |   |      |  
|Federal Income Tax                                                                              |  | $    | 31,117    |   |      | $
|State Income Tax                                                                                |  |      | 6,852     |   |      |  
|                                                                                                |  |      |           |   |      |  
|Provision for Income Tax Before Realization of Prior Years’ Tax Benefit                         |  | $    | 37,969    |   |      | $
|Tax Benefits of Net Operating Loss Carryforward – Change in Valuation Allowance                 |  |      | (141,469  | ) |      |  
|                                                                                                |  |      |           |   |      |  
|Total Provision (Credit) for Income Tax (net of Tax Benefits) and Change in Valuation Allowance |  | $    | (103,550  | ) |      | $
|                                                                                                |  |      |           |   |      |  
|Net Income (Loss)                                                                               |  | $    | 233,088   |   |      | $
|                                                                                                |  |      |           |   |      |  
|Income (Loss) per Common Share                                                                  |  | $    | .08       |   |      | $
|                                                                                                |  |      |           |   |      |  
|Weighted Average Shares of Common Stock Outstanding (Basic and Diluted)                         |  |      | 2,982,662 |   |      |  



See Accompanying Notes to Financial
Statements.



F-4







MILLER INDUSTRIES,
INC.

STATEMENT OF CASH FLOWS

YEARS ENDED APRIL 30, 2010 AND 2009



|                                                                                             |  | 2010 |           |   | 2009 |  
|-------------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | -
|                                                                                             |  |      |           |   |      |  
|Cash Flows from Operating Activities:                                                        |  |      |           |   |      |  
|                                                                                             |  |      |           |   |      |  
|Net Income (Loss)                                                                            |  | $    | 233,088   |   |      | $
|Adjustments to Reconcile Net Income to Net Cash Provided by (used for) Operating Activities: |  |      |           |   |      |  
|Depreciation                                                                                 |  |      | 16,074    |   |      |  
|Amortization                                                                                 |  |      | 6,774     |   |      |  
|Deferred Tax Asset Valuation Adjustment                                                      |  |      | (103,500  | ) |      |  
|Bad Debt Provision                                                                           |  |      | (8,058    |   |      |  
|Loss on Deferred Lease Incentives                                                            |  |      | —         |   |      |  
|Changes in Operating Assets and Liabilities:                                                 |  |      |           |   |      |  
|(Increase) Decrease in Accounts Receivable                                                   |  |      | 18,619    |   |      |  
|(Increase) Decrease in Deferred Rent Receivable                                              |  |      | —         |   |      |  
|(Increase) Decrease in Prepaid Expenses and Other                                            |  |      | (12,759   | ) |      |  
|Increase (Decrease) in Accounts Payable and Accruals                                         |  |      | (24,756   | ) |      |  
|Increase (Decrease) in Tenant Deposits and Advances                                          |  |      | (2,217    | ) |      |  
|Net Cash Provided by Operating Activities                                                    |  | $    | 123,265   |   |      | $
|                                                                                             |  |      |           |   |      |  
|Cash Flows from Investing Activities:                                                        |  |      |           |   |      |  
|Acquisition of Property, Equipment and Intangible                                            |  | $    | (32,317   | ) |      | $
|Net Cash (used by) Investing Activities                                                      |  | $    | (32,317   | ) |      | $
|Cash Flows from Financing Activities:                                                        |  |      |           |   |      |  
|Principal Payments Under Borrowings                                                          |  | $    | (55,944   | ) |      | $
|Proceeds from Borrowings                                                                     |  | $    | —         |   |      | $
|Net Cash Provided by (used by) Financing Activities                                          |  | $    | (55,944   | ) |      | $
|                                                                                             |  |      |           |   |      |  
|Net Increase in Cash and Cash Equivalents                                                    |  | $    | 35,004    |   |      | $
|                                                                                             |  |      |           |   |      |  
|Cash and Cash Equivalents at the Beginning of the year                                       |  | $    | 1,477,521 |   |      | $
|Cash and Cash Equivalents at the End of the Year                                             |  | $    | 1,512,525 |   |      | $
|                                                                                             |  |      |           |   |      |  
|Additional Cash Flow Information:                                                            |  |      |           |   |      |  
|Cash Payments During the Year                                                                |  |      |           |   |      |  
|Interest                                                                                     |  | $    | 46,288    |   |      | $
|Income Taxes                                                                                 |  | $    | —         |   |      | $



See Accompanying Notes to Financial Statements.



F-5







MILLER INDUSTRIES, INC.

STATEMENT OF SHAREHOLDERS’ EQUITY (DEFICIENCY)

YEARS ENDED APRIL 30, 2010 AND 2009



|Common Stock             
|-------------------------
|                         
|                         
|                         
|Balance at April 30, 2008
|                         
|Net (Loss) - 2009        
|                         
|Balance at April 30, 2009
|                         
|Net Income – 2010        
|                         
|Balance at April 30, 2009



See Accompanying Notes to Financial Statements.



F-6







MILLER INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010 AND 2009



NOTE A - Summary of Significant Accounting
Policies



| | 1. | Nature of Business -
| | -- | --------------------



Miller Industries, Inc., a Florida
corporation, currently and since August 1991, has been engaged in the ownership and management of 98,000 square feet of offices
and warehouse located in Miami, Florida. The Company also distributes hardware parts for aluminum windows and doors previously
manufactured by Miller. During August 1991, the Company discontinued its operations of manufacturing of aluminum windows and doors
pursuant to a plan of reorganization.





| | 2. | Real Property -
| | -- | ---------------









Property is carried at cost. The
Company calculates depreciation under the straight-line method at annual rates based upon the estimated service lives of each type
of asset. These service lives are generally as follows:



|Building and Improvements | 10 to 30 years
|------------------------- | --------------
|Machinery and Equipment   | 7 years       
|Furniture and Fixtures    | 7 years       



Real property and equipment,
with an original cost of approximately $ 725,000, have been fully depreciated at April 30, 2010.





| | 3. | Deferred Costs -
| | -- | ----------------







Deferred lease
incentive and loan costs are carried at cost. The Company amortizes these assets on a straight-line basis up to 10 years.





| | 4. | Income Taxes -
| | -- | --------------







The Company adopted Statement of
Financial Accounting Standards No. 109, “Accounting for Income Taxes”. Under SFAS 109, deferred tax assets and liabilities
are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured by
applying enacted tax rates and laws to taxable years in which such differences are expected to reverse.



F-7













Miller Industries, Inc.

Notes to Financial Statements



| | 5. | Earnings Per Share -
| | -- | --------------------



| |  | In accordance with Financial Accounting Standards No. 128, basic earnings per share is computed
based on the weighted-average number of common shares outstanding during each year and excludes any potential dilution. Diluted
earning per share is based on the weighted-average number of common shares outstanding as well as potentially dilutive common shares,
which in the Company’s case include shares issuable under the stock option agreement. The Company’s outstanding options
are not included in the computation of basic or diluted earnings per share since they are anti-dilutive. At April 30, 2010 potentially
dilutive securities consist of an option that could be converted into 2,017,338 common shares.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | Cash and Cash Equivalents –
| | -- | ---------------------------



| |  | The Company considers all short-term investments with an original maturity of three months or less
to be cash equivalents.
| |  | --------------------------------------------------------------------------------------------------------------------------



| |  | The balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At April
30, 2010, and 2009 the Company’s uninsured bank balances approximated $1,260,000 and $1,227,000, respectively.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7. | Financial Instruments -
| | -- | -----------------------



The carrying amounts of cash and
cash equivalents, other assets, accounts payable, and debt approximate fair value.



| | 8. | Concentrations -
| | -- | ----------------



The Company is subject to
certain risk arising from the concentration of its tenant income from entities that comprise 10% or more of the Company’s
revenue. Tenant “A” 58% of Revenue. Tenant “B” 39% of Revenue.



| | 9. | Revenue Recognition -
| | -- | ---------------------



The Company recognizes rental income
on a straight-line basis over the respective lease terms in accordance with SFAS No. 141. The Company recognizes hardware sales
upon shipment of goods to customers.



| | 10. | Environmental Cleanup Matters -
| | --- | -------------------------------



The Company
expenses environmental expenditures related to existing conditions resulting from past or current operations and from which no
current or future benefit is discernable. The Company determines its liability on a site-by-site basis and records a liability
at the time when it is probable and can be reasonably estimated.



F-8







Miller Industries, Inc.

Notes to Financial Statements



| | 11. | 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.



| | 12. | Comprehensive Income -
| | --- | ----------------------



In June 1997, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 130 “Reporting Comprehensive Income”, which
is effective for fiscal years beginning after December 15, 1997. SFAS No. 130 establishes standards for the reporting and display
of comprehensive income and its components in a full set of general purpose financial statements which requires the Company to
(i) classify items of other comprehensive income by their nature in a financial statement and (ii) display the accumulated balance
of other comprehensive income separately from retained earnings and additional paid-in-capital in the equity section of the balance
sheet. The company does not have any comprehensive income for fiscal 2010 and 2009.



| | 13. | Long-Lived Assets -
| | --- | -------------------



In August 2001, the Financial Accounting
Standards Board (“FASB”) approved SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived
Assets”. SFAS No. 144 replaces SFAS No. 121 “Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of”. The Company adopted SFAS No. 144 on May 1, 2002 as required, and the statement is not expected
to have a material impact on the Company’s results of operations or financial position. Under SFAS No. 144, the Company must
consider whether indicators of impairment of long-lived assets are present, determine whether the sum of the estimated undiscounted
future cash flows attributable to the assets in question is less than their carrying amounts, and to recognize an impairment loss
based on the excess of the carrying amounts of the assets over their respective fair values. The respective fair values of the
Company’s long-lived assets exceeded their carrying amounts at April 30, 2010 based on a quoted market price.



F-9







Miller Industries, Inc.

Notes to Financial Statements



| | 14. | Segments -
| | --- | ----------



The Company adopted SFAS No. 131,
Disclosures About Segments of an Enterprise and Related Information (“SFAS 131"). SFAS 131 superseded SFAS No.
14, Financial Reporting for Segments of a Business Enterprise. SFAS 131 establishes standards for the way that public business
enterprises report information about operating segments in annual financial statements and requires that those enterprises report
selected information about operating segments in interim financial reports. SFAS 131 also establishes standards for related disclosures
about products and services, geographic areas, and major customers. The Company only has one business segment.



| | 15. | Derivative Instruments -
| | --- | ------------------------



| |  | In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities (“SFAS 133"), which is required to be adopted in years beginning after June
15, 2000. SFAS 133 will require the Company to recognize all derivatives on the balance sheet at fair value. Derivatives that are
not hedges must be adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes
in the fair value of derivatives will either be offset against the change in fair value of hedged assets, liabilities, or firm
commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective
portion of a derivative’s change in fair value will be immediately recognized in earnings. The Company has determined that
SFAS 133 did not have an effect on its financial position or results of operations.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In April 2003, the FASB issued Statement
149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. This statement amends and clarifies financial
accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for
hedging activities under SFAS No. 133. SFAS No. 149 improves financial reporting by requiring that contracts with comparable characteristics
be accounted for similarly.



| | 16. | Stock-Based Compensation -
| | --- | --------------------------



| |  | In December 2004, the FASB issued FAS 123R, Share-Based Payment. The new rule requires that the
compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured
based on the fair value of the equity or liability instruments issued. The scope of SFAS 123R includes a wide range of share-based
compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights,
and employee share purchase plans. SFAS 123R replaces SFAS 123 and Accounting Principles Board option 25. The company elected to
early adopt SFAS 123R on April 30, 2006. The adoption of SFAS 123R resulted in additional compensation expense of approximately
$65,000 for fiscal 2006.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-10







Miller Industries, Inc.

Notes to Financial Statements



| | 17. | Pensions and Other Post-Retirement Benefits -
| | --- | ---------------------------------------------



Effective January 3, 2001, the Company
adopted the provisions of SFAS No. 132, Employers’ Disclosures about Pensions and other Post-Retirement Benefits (“SFAS
132"). SFAS 132 supersedes the disclosure requirements in SFAS No. 87, Employers’ Accounting for Pensions, and SFAS
No. 106, Employers’ Accounting for Post-Retirement Benefits Other Than Pensions. The overall objective of SFAS 132 is to
improve and standardize disclosures about pensions and other post-retirement benefits and to make the required information more
understandable. The adoption of SFAS 132 did not affect results of operations or financial position.



The Company has not initiated benefit
plans to date which would require disclosure under the statement.



| | 18. | Advertising Costs -
| | --- | -------------------



Advertising costs are charged to operations in the period
incurred. The Company has not incurred any advertising costs for fiscal 2010 and 2009.



| | 19. | Business Concentrations –
| | --- | -------------------------



Rental income of the Company’s
office and warehouse building is subject to the economic conditions of the industrial real estate market place. Changes in this
industry may significantly affect management’s estimates and the Company’s performance.



| | 20. | Accounting Changes and Error Corrections -
| | --- | ------------------------------------------



In May 2005, the FASB issued SFAS
No. 154, Accounting Changes and Error Corrections. This new standard replaces APB opinion No. 20, Accounting Changes and SFAS No.
3, Reporting Accounting Changes in Interim Financial Statements, among other changes, SFAS 154 requires that a voluntary change
in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle,
unless it is impracticable to do so. SFAS No. 154 also provides that a change in method of depreciating or amortizing a long-lived
non-financial asset be accounting for as a change in estimate prospectively, and corrections of errors in previously issued financial
statements should be termed a “restatement.” The new standard is effective for accounting changes and correction of
errors made in fiscal years beginning after June 1, 2005. The adoption of SFAS No. 154 did not have a material impact on the company’s
financial condition or result of operations.



F-11







Miller Industries, Inc.

Notes to Financial Statements



| | 21. | Tenant’s Security Deposits –
| | --- | ----------------------------



The Company requires security deposits
from lessees for the duration of the lease. The security deposits are refunded when the tenant vacates, provided the tenant has
not damaged the space and is current on rental payments.



| | 22. | Fair Value Measurements -
| | --- | -------------------------



In September 2006, the FASB issued
SFAS No. 157 “Fair Value Measurements”. SFAS No. 157 defines fair value as the price that would be received to sell
as asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting
entity transacts. SFAS No. 157 applies whenever other standards require assets or liabilities to be measured at fair value and
does not expand the use of fair value in any new circumstances. SFAS No. 157 establishes a hierarchy that prioritizes the information
used in developing fair value estimates. The Hierarchy gives the highest priority to quoted prices in active markets and the No.
157 requires fair value measurements to be disclosed by level within the fair value hierarchy. SFAS No. 157 is effective for fiscal
years beginning after November 15, 2007. The Company does not anticipate that the adoption of SFAS No. 157 will have a material
effect on the financial statements.



| | 23. | Fair Value Option for Financial Assets and Financial Liabilities -
| | --- | ------------------------------------------------------------------



In February 2007, the FASB issued
SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. SFAS No. 159 permits entities
to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured
at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility
in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting
provisions. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities
that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for fiscal
years beginning after November 15, 2007. The Company has not yet determined whether it will elect the fair value option for any
of its financial instruments.



F-12







Miller Industries, Inc.

Notes to Financial Statements



NOTE B - Mortgage Payable



Principal balances outstanding and details of
notes payable are summarized as follows:



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | 2010 |           |  | 2009 |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- |  | ---- | -
|1⁄2 of 1% under base rate of Lender, 10-year note payable, collateralized by mortgage on land and building improvements, personal property, collateral assignment of all rents and leases, along with the personal guaranty of the Company’s Chairman of the Board to 50% of all sums due under the loan.  In addition, the guarantor shall indemnify lender from any and all liability which may result from the environmental condition of the property.  The note is payable in monthly installments of $3,715 (and accrued interest) with a final payment of approximately $911,174 due November, 2019 |  | $    | 1,338,399 |  |      | $



Payments of principal required on the foregoing debt are
as follows:



|Fiscal Year Ending |  |   |          
|------------------ |  | - | ---------
|                   |  |   |          
|2011               |  |   | 48,580   
|2012               |  |   | 48,580   
|2013               |  |   | 48,580   
|2014               |  |   | 48,580   
|2015               |  |   | 48,580   
|                   |  |   |          
|Thereafter         |  | $ | 1,115,499
|Total              |  | $ | 1,388,399



Land, buildings and improvements, with an approximate
cost of $1,222,000 and an approximate net book value of $356,000 are pledged as collateral for these obligations.



F-13







Miller Industries, Inc.

Notes to Financial Statements



NOTE C – Income Taxes



The provision (benefit) for income
taxes consists of the following:



|                                                                                   |  | 2010 |          |   | 2009 |  
|---------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | -
|Current                                                                            |  | $    | 27,066   |   |      | $
|Deferred                                                                           |  |      | 10,903   |   |      |  
|Tax Benefit of Net Operating Loss Carryforward and Addition to Valuation Allowance |  |      | (141,469 | ) |      |  
|Total                                                                              |  | $    | (103,500 | ) |      | $



Deferred income taxes arise
primarily due to temporary differences in recognizing certain revenues and expenses for tax purposes, the required use of extended
lives for calculation of depreciation for tax purposes, and the expected use of tax loss carryforwards in future periods. The components
of the net deferred tax asset at April 30, 2010 and 2009 are as follows:



|                                                                   |  | 2010 |         |  | 2009 |  
|------------------------------------------------------------------ |  | ---- | ------- |  | ---- | -
|                                                                   |  |      |         |  |      |  
|Properties and Equipment principally due to  depreciation          |  | $    | 52,566  |  |      | $
|Compensation – Value of Stock Option granted                       |  |      | 24,599  |  |      |  
|Provision for Bad Debts                                            |  |      | 2,610   |  |      |  
|Net operating loss carry forward (Net of $347,747 expired in 2007) |  | $    | 38,875  |  |      |  
|Total gross deferred tax assets                                    |  |      | 118,650 |  |      | $
|Less:  Valuation Allowance                                         |  |      | 4,150   |  |      |  
|Net Deferred Tax Asset                                             |  | $    | 114,500 |  |      | $



A valuation allowance is
provided to reduce the deferred tax assets to a level which, more likely than not, will be realized. The net deferred assets reflect
management’s assessment of the amount which will be realized from future taxable earnings or alternative tax strategies.
The valuation allowance was increased by approximately $(103,500) for 2010, and increased by approximately $172,000 for 2009.



F-14







Miller Industries, Inc.

Notes to Financial Statements



At April 30, 210, the Company
had approximately $103,400 of Federal and State net operating loss carry’s forward available to offset future taxable income.
The net operating loss carryforwards will expire as follows:



|2018  |  | $ | 103,250 | 
|----- |  | - | ------- | 
|2019  |  |   | 200     | 
|2013  |  |   | 105,300 | 
|2019  |  |   | 200     | 
|      |  |   |         | 
|Total |  | $ | 103,400 | 



At April 30, 2010, the
Company had alternative minimum tax credit carryforwards of approximately $3,500 which may be carried forward indefinitely.



Total Federal tax expense
for years ended April 30, 2010 and 2009 differed from the amount computed by applying the U.S. federal income tax rate of 34% to
income (loss) from continuing operations before income tax for the following reasons:



|                                                                                 |  | 2010                                                                                                                                                                                                                                              |          |   | 2009                                                                                                                                                                                                                                              | 
|-------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------- | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                                                 |  | Percent
                                                           of Pre-Tax
                                                                                                                                                             Income |          |   | Percent
                                                           of Pre-Tax
                                                                                                                                                             Income | 
|                                                                                 |  | Amount                                                                                                                                                                                                                                            |          |   | Income                                                                                                                                                                                                                                            | 
|                                                                                 |  |                                                                                                                                                                                                                                                   |          |   |                                                                                                                                                                                                                                                   | 
|Income before Provision for Income Taxes                                         |  | $                                                                                                                                                                                                                                                 | 125,588  |   |                                                                                                                                                                                                                                                   | 
|                                                                                 |  |                                                                                                                                                                                                                                                   |          |   |                                                                                                                                                                                                                                                   | 
|Computed Expected Tax Expense                                                    |  |                                                                                                                                                                                                                                                   | 44,060   |   |                                                                                                                                                                                                                                                   | 
|Federal Tax (Benefit) of State Income Tax                                        |  |                                                                                                                                                                                                                                                   | (2,330   | ) |                                                                                                                                                                                                                                                   | 
|Sur Tax Exemption                                                                |  |                                                                                                                                                                                                                                                   | (10,613  | ) |                                                                                                                                                                                                                                                   | 
|                                                                                 |  |                                                                                                                                                                                                                                                   |          |   |                                                                                                                                                                                                                                                   | 
|Federal Tax Before Tax Benefits                                                  |  | $                                                                                                                                                                                                                                                 | 31,117   |   |                                                                                                                                                                                                                                                   | 
|Tax Benefits of Net Operating Loss Carryforwards – Change in Valuation Allowance |  |                                                                                                                                                                                                                                                   | (119,506 | ) |                                                                                                                                                                                                                                                   | 
|                                                                                 |  |                                                                                                                                                                                                                                                   |          |   |                                                                                                                                                                                                                                                   | 
|Actual Federal Tax (Benefits)                                                    |  | $                                                                                                                                                                                                                                                 | (88,389  | ) |                                                                                                                                                                                                                                                   | 



NOTE D - Rental Income



During 2010 the company leased warehouse and
manufacturing space to three unrelated third parties under leases that expire at various dates thru fiscal 2014. Rental income
approximated $ 373,000 and $ 481,000 for fiscal 2010 and 2009, respectively. Rental income from these leases amounted to 100 %
of the total 2010 rental income and 99% of the total 2009 rental income.



F-15







Miller Industries, Inc.

Notes to Financial Statements



Future minimum rental income under non-cancelable
leases, excluding cost of living adjustments are as follows:



|2011 |  | $ | 373,234 | 
|---- |  | - | ------- | 
|2012 |  | $ | 373,524 | 
|2013 |  | $ | 288,756 | 
|2014 |  | $ | 190,171 | 



NOTE E - (Rental Expenses (Except for Interest)



Rental expenses consisted of:

|                                  |  | 2010 |         |   | 2009 |  
|--------------------------------- |  | ---- | ------- | - | ---- | -
|Bad Debt- Provision               |  | $    | (8,058  | ) |      | $
|Commissions and Consulting        |  |      | 1,139   |   |      |  
|Depreciation and Amortization     |  |      | 22,849  |   |      |  
|Insurance                         |  |      | 21,673  |   |      |  
|Loss on Deferred Lease Incentives |  |      | -       |   |      |  
|Management Fees                   |  |      | 36,000  |   |      |  
|Outside Services                  |  |      | 3,538   |   |      |  
|Repairs and Maintenance           |  |      | 9,537   |   |      |  
|Utilities                         |  |      | 4,309   |   |      |  
|Taxes                             |  |      | 58,869  |   |      |  
|                                  |  |      |         |   |      |  
|Totals                            |  | $    | 149,856 |   |      | $



NOTE F - Administrative Expenses



Administrative expenses consisted of:

|                              |  | 2010 |        |  | 2009 |  
|----------------------------- |  | ---- | ------ |  | ---- | -
|Accounting and Legal          |  | $    | 26,654 |  |      | $
|Office Supplies/Postage/Other |  |      | 1,053  |  |      |  
|Stockholders’ Expenses        |  |      | 26,273 |  |      |  
|Telephone                     |  |      | 1,044  |  |      |  
|                              |  |      |        |  |      |  
|Totals                        |  | $    | 55,024 |  |      | $



F-16







Miller Industries, Inc.

Notes to Financial Statements



NOTE G - Related Party Transactions



Management fees in the
amount of $36,000 for 2010 and $43,000 for 2009 were incurred by the Company to Harnap Corp., which is controlled by the Chairman
of the Board of Miller Industries, Inc. Harnap Corp. was reimbursed for bookkeeping services, tenant improvements, repairs, and
office supplies during fiscal 2010 and 2009 for approximately $ 18,000 for each year. Included in accounts payable is approximately
$280,000 for 2010 and 2009 that is owned to Harnap Corp. The mortgage is guaranteed by the company’s C.E.O. up to 50% of
all sums due.



F-17















Miller Industries, Inc.

Notes to Financial Statements



NOTE H – 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 $0.18 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 was 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 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      



F-18







Miller Industries, Inc.

Notes to Financial Statements



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 the fair value of the modified award is less than the fair value of the original
award on the modification date, the grant date value is not reduced.



A summary of the status
of the company’s stock option agreement as of April 30, 2010 and 2009, and changes during the years then ended were as follows:



|                         |  | 2010      |           |  | 2009      |  
|------------------------ |  | --------- | --------- |  | --------- | -
|                         |  | Shares    |           |  | Exercise  |  
|                         |  | Subject   |           |  | Price Per |  
|                         |  | To Option |           |  | Share     |  
|Outstanding, May 1       |  |           | 2,017,338 |  |           | $
|Granted                  |  |           | -         |  |           |  
|Modification             |  |           |           |  |           |  
|Exercised                |  |           | -         |  |           |  
|Cancelled                |  |           | -         |  |           |  
|Outstanding/Exercisable, |  |           |           |  |           |  
|April 30                 |  |           | 2,017,338 |  |           | $



The following summarizes information concerning
currently outstanding and exercisable options at April 30, 2010.





|               |     |  | Options Outstanding/ Exercisable | 
|-------------- | --- |  | -------------------------------- | 
|               |     |  | Number                           | 
|               |     |  | Outstanding                      | 
|Exercise Price |     |  | At 4/30/10                       | 
|               |     |  |                                  | 
|$              | .06 |  |                                  | 





NOTE I – Other Matters, and Subsequent Events



Subsequent events were evaluated through October
1, 2010



F-19