SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-K



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



For the fiscal year ended April 30, 2011



Commission File No. 1-5926





|MILLER INDUSTRIES, INC.                             
|----------------------------------------------------
|(Exact Name Registrant as specified in its charter) 
|                                                    
|Florida                                             
|(State or Other Jurisdiction of                     
|(incorporation or organization)                     
|                                                    
|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, 2010 was $111,084.



As of March 1, 2012, there were 5,000,000
shares of the registrant’s common stock outstanding.











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 2011 and 2010 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 are 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.



-2-







Financing



At April 30, 2011,
the building was subject to an outstanding first mortgage in favor of a commercial bank with a principal balance of approximately
$1,293,000. 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 2011, the Company
leased its building to three tenants. As of April 30, 2011, the future minimum rental income under these leases, excluding cost
of living adjustments, was as follows:



|2012 |  | $ | 377,883 | 
|---- |  | - | ------- | 
|2013 |  | $ | 290,571 | 
|2014 |  | $ | 57,051  | 



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 2011 were approximately $72,000.



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



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.



-3-







State of California
Claim



In December, 2010, the
State of California State Controller filed a complaint against the Company in the Superior Court of California. In the Complaint,
the State asserts that the Company had failed to report the alleged abandonment of certain shares of the Company’s common
stock in a timely manner and, as a result, the Company was obligated to pay the State the amount of $102,230. The State and the
Company have entered into a Tolling Agreement in order to allow the Company to investigate this matter. The investigation is on-going.
The Company is currently unable to assess whether the claim has any validity.



-4-







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 |    
|--------------------- |  | ----------- | ---
|2011 Fiscal Year      |  | HIGH        |    
|05/1/10  -  07/31/10  |  | $           | .12
|08/1/10  -  10/31/10  |  | $           | .07
|11/1/10  -  01/31/11  |  | $           | .23
|02/01/11  -  04/30/11 |  | $           | .10



|                      |  | CLOSING BID |    
|--------------------- |  | ----------- | ---
|2010 Fiscal Year      |  | HIGH        |    
|05/1/09  -  07/31/09  |  | $           | .04
|08/1/09  -  10/31/09  |  | $           | .04
|11/1/09  -  01/31/10  |  | $           | .04
|02/01/10  -  04/30/10 |  | $           | .05



As of April 30, 2011,
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.



-5-







Equity Compensation Plan Information



The following table presents information
regarding the Company’s equity compensation plans at April 30, 2011:



|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 bank loan. The options may be exercised at any time during the ten
year term of the options. On June 7, 2011, Mr. Napolitano exercised the stock options in full.



-6-







ITEM 6.          SELECTED
FINANCIAL DATA

Not
Applicable



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



Results of Operations (2011 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 2011
was $389,000, compared with $373,000 in 2010. The increase in rental income was due to higher 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 2011 and 2010.



Other Income



The Company generated
other income of $6,000 in 2011, compared to $7,000 in 2010. Other income 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
$186,000 in 2011 and $150,000 in 2010. The principal components were management fees ($36,000 in 2011 and $36,000 in 2010), taxes
($72,000 in 2011 and $59,000 in 2010), depreciation and amortization ($22,000 in 2011 and $22,000 in 2010), repairs and maintenance
($14,000 in 2011 and $9,500 in 2010) and insurance ($32,000 in 2011 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 2011 and 2010.



-7-







Administrative Expenses



The Company’s
administrative expenses were $53,000 in 2011, compared to $55,000 in 2010.



Interest Expense



The Company pays interest
on the mortgage loan on its building. Interest expense on the loan was $37,000 in 2011 compared to $45,000 in 2010. 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 $34,000 in 2011 and $38,000 in 2010. The Company also recorded a change
in its valuation allowance in 2010 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 income of $74,000 in 2011, compared to a net income of $233,000 in 2010.



Liquidity and Capital Resources



The Company’s
cash increased by $82,000 during fiscal year 2011 compared with an increase of $35,000 during fiscal year 2010. The increase in
cash was primarily due to positive cash flow from operations. As of April 30, 2011, the Company’s cash position was approximately
$1,595,000.



At April 30, 2011,
the Company’s principal financing consisted of a loan with a principal balance of approximately $1,294,000 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:



-8-







| | · | The Company is obligated to make payments under its existing
mortgage loan. At April 30, 2011, the outstanding balance of the loan was $1,294,000. 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, 2011 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, 2011 and
2010, and for the years ended April 30, 2011 and 2010. 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.



-9-







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, 2011:



|                          |  |       |           |  | Payments Due by Period |  
|------------------------- |  | ----- | --------- |  | ---------------------- | -
|Contractual Obligations   |  | Total |           |  | Less Than 1 Year       |  
|Long Term Debt            |  | $     | 1,293,819 |  |                        | $
|Capital Lease Obligations |  |       | -         |  |                        |  
|Operating Leases          |  |       | -         |  |                        |  
|Purchase Obligations      |  |       | -         |  |                        |  
|Other Long Term Debt      |  |       |           |  |                        |  
|TOTAL                     |  | $     | 1,293,819 |  |                        | $



| | 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.



-10-







| | ITEM 9A. | CONTROLS AND PROCEDURES
| | -------- | -----------------------



Disclosure Controls
and Procedures



In connection with
the filing of this Form 10-K, 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, 2011. 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, 2011.



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, 2011, 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, 2011.



There were no changes
in the Company’s internal controls over financial reporting that materially affected, or are reasonably likely to materially
affect, the Company’s internal control over financial reporting during the fiscal quarter ended April 30, 2011.



-11-







| | 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.



On June 7, 2011, Mr.
Napolitano exercised the options in full.



-12-







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 76 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 2011 received compensation in excess of $100,000.



-13-







SUMMARY
COMPENSATION TABLE



|Name and Position                          |  | Fiscal Year |      |  | Salary (1) |   |        | Shares Underlying Stock Options Grant | 
|------------------------------------------ |  | ----------- | ---- |  | ---------- | - | ------ | ------------------------------------- | 
|                                           |  |             |      |  |            |   |        |                                       | 
|Angelo Napolitano, Chief Executive Officer |  |             | 2011 |  |            | $ | 36,000 |                                       | 
|                                           |  |             | 2010 |  |            | $ | 36,000 |                                       | 
|                                           |  |             | 2009 |  |            | $ | 43,000 |                                       | 












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



Options Granted in 2011



No stock options were
granted by the Company in the 2011 fiscal year.



Aggregate Option Exercises in 2011 and Fiscal Year-End
Option Values



The following table
sets forth information with respect to the exercise of options in the 2011 fiscal year and the value of unexercised options held
as of the end of the 2011 fiscal year held by the executive officer listed above.





|                  |  | Shares
        Acquired on
        Exercise (#) |  | Value
        Realized
        ($) |  | Number of
        Securities
        Underlying
        Unexercised
        Options at
        4/30/11 |  | Value of
        Unexercised In-the-
        Money Options at
        4/30/11 ($)
|----------------- |  | ----------------------------------------------- |  | ---------------------------------- |  | ------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------
|Name              |  |                                                 |  |                                    |  | Exercisable/
        Unexercisable                                                                     |  | Exercisable/
        Unexercisable                                               
|                  |  |                                                 |  |                                    |  |                                                                                                        |  |                                                                                  
|Angelo Napolitano |  | —                                               |  | —                                  |  | 2,017,338 / 0                                                                                          |  | N/A                                                                              





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, 2011, accrued management fees
totaled $280,000.



-14-







Compensation of Directors



No amounts were paid
to directors during the 2011 fiscal year for services as directors.



-15-







ITEM 12.         SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



To the knowledge of
management, as of April 30, 2011, 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. On June 7, 2011, Mr. Napolitano exercised
these options in full.



(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.



-16-







The shares of common
stock beneficially owned by the Company’s sole director and executive officer as of April 30, 2011 were as follows:



|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.



-17-









| | 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 2011 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 2011 fiscal year and the audit of the Company’s financial
statements for the year ended April 30, 2011.



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



|                                |  | Fiscal 2010 |        |  | Fiscal 2011 |  
|------------------------------- |  | ----------- | ------ |  | ----------- | -
|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.
| | --- | ------------------------------------------------------------------------------------------------



-18-







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, 2011 and 2010



Statements of Operations
for Years ended April 30, 2011 and 2010.



Statements
of Changes in Shareholders Equity (Deficiency) for Years ended April 30, 2011 and 2010



Statements of Cash Flows
for Years ended April 30, 2011 and 2010



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                                                                                              | (Note 5)
| | 14.1   | Code of Ethics                                                                                                                                                   | (Note 6)
| | 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.                                                       



-19-







| | 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-K filed with the Commission for the fiscal year ended April 30, 20104. 
| |        |                                                                                                                   
| | Note 6 | 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, 2011.



-20-







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 |  |                                                                                                                                         
|Angelo Napolitano     |  | Officer, and Director
        (Principal Executive Officer)
        (Principal Financial Officer)
        (Principal Accounting Officer)



-21-







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, 2011 and 2010, and the related statements of operations, shareholders’ deficiency, and cash flows for
each of the two years in the period ended April 30, 2011. 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, 2011 and 2010 and the results
of its operations and its cash flows for each of the two years in the period ended April 30, 2011, in conformity with accounting
principles generally accepted in the United States of America.



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



Miami, Florida

December 12, 2011



F-1







MILLER INDUSTRIES, INC.

BALANCE SHEET

APRIL 30, 2011 AND 2010



ASSETS



|                                                                                                 |  | 2011 |           |  | 2010 |  
|------------------------------------------------------------------------------------------------ |  | ---- | --------- |  | ---- | -
|Investment Property:                                                                             |  |      |           |  |      |  
|Land                                                                                             |  | $    | 161,443   |  |      | $
|Building and Improvements                                                                        |  |      | 1,049,908 |  |      |  
|Machinery and Equipment                                                                          |  |      | 11,106    |  |      |  
|Furniture and Fixtures                                                                           |  |      | 10,251    |  |      |  
|Total Cost                                                                                       |  |      | 1,232,708 |  |      |  
|Less Accumulated Depreciation                                                                    |  |      | 892,483   |  |      |  
|Net Book Value                                                                                   |  | $    | 340,225   |  |      | $
|                                                                                                 |  |      |           |  |      |  
|Other Assets:                                                                                    |  |      |           |  |      |  
|Cash and Cash Equivalents                                                                        |  |      | 1,594,700 |  |      |  
|Accounts Receivable (Less Allowance for Doubtful Accounts of $ 4,142 in 2011 and $6,942 in 2010) |  |      | —         |  |      |  
|Prepaid Expenses and Other Assets                                                                |  |      | 12,748    |  |      |  
|Deferred Lease Incentive (Net of Accumulated Amortization - $5,982 in 2011 and $ 31,020 in 2010) |  |      | 17,100    |  |      |  
|                                                                                                 |  |      |           |  |      |  
|Loan Costs, Less Accumulated Amortization of $1,521 and $447 in 2010, respectively               |  |      | 9,214     |  |      |  
|                                                                                                 |  |      |           |  |      |  
|Deferred Tax Assets                                                                              |  |      | 69,228    |  |      |  
|                                                                                                 |  |      |           |  |      |  
|Total Other Assets                                                                               |  |      | 1,702,990 |  |      |  
|                                                                                                 |  |      |           |  |      |  
|TOTAL ASSETS                                                                                     |  | $    | 2,043,215 |  |      | $



F-2







LIABILITIES AND SHAREHOLDERS’ EQUITY
(DEFICIENCY)



|                                                                                         |  | 2011 |            |   | 2010 |  
|---------------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | -
|Liabilities:                                                                             |  |      |            |   |      |  
|                                                                                         |  |      |            |   |      |  
|Mortgage and Notes Payable                                                               |  | $    | 1,293,819  |   |      | $
|Accounts Payable and Accrued Expenses                                                    |  |      | 386,476    |   |      |  
|Tenant’s Deposits and Advance Rent                                                       |  |      | 72,033     |   |      |  
|                                                                                         |  |      |            |   |      |  
|Total Liabilities                                                                        |  | $    | 1,752,328  |   |      | $
|                                                                                         |  |      |            |   |      |  
|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                                                                                  |  |      | (1,050,175 | ) |      |  
|                                                                                         |  |      |            |   |      |  
|Total Shareholders’ Equity (Deficiency)                                                  |  | $    | 290,887    |   |      |  
|                                                                                         |  |      |            |   |      |  
|TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENCY)                                  |  | $    | 2,043,215  |   |      | $



See Accompanying Notes to Financial Statements.



F-3







MILLER INDUSTRIES, INC.

STATEMENT OF OPERATIONS

YEARS ENDED APRIL 30, 2011 AND 2010



|                                                                                                |  | 2011 |           |  | 2010 |  
|----------------------------------------------------------------------------------------------- |  | ---- | --------- |  | ---- | -
|Revenues:                                                                                       |  |      |           |  |      |  
|                                                                                                |  |      |           |  |      |  
|Rental Income                                                                                   |  | $    | 389,351   |  |      | $
|Hardware Sales (Net)                                                                            |  |      | 134       |  |      |  
|Other Income                                                                                    |  | $    | 6,259     |  |      | $
|                                                                                                |  |      |           |  |      |  
|Total Revenues                                                                                  |  | $    | 395,744   |  |      | $
|                                                                                                |  |      |           |  |      |  
|Expenses:                                                                                       |  |      |           |  |      |  
|                                                                                                |  |      |           |  |      |  
|Rental Expenses (Except Interest)                                                               |  |      | 186,438   |  |      |  
|Administrative                                                                                  |  |      | 53,198    |  |      |  
|Interest                                                                                        |  |      | 36,684    |  |      |  
|                                                                                                |  |      |           |  |      |  
|Total Expenses                                                                                  |  | $    | 276,320   |  |      | $
|                                                                                                |  |      |           |  |      |  
|Income Before Tax Provision                                                                     |  | $    | 119,424   |  |      | $
|                                                                                                |  |      |           |  |      |  
|Provision (Benefit) for Income Tax:                                                             |  |      |           |  |      |  
|                                                                                                |  |      |           |  |      |  
|Federal Income Tax                                                                              |  | $    | 27,371    |  |      | $
|State Income Tax                                                                                |  |      | 6,293     |  |      |  
|                                                                                                |  |      |           |  |      |  
|Provision for Income Tax Before Realization of Prior Years’ Tax Benefit                         |  | $    | 33,664    |  |      | $
|Tax Benefits of Net Operating Loss Carryforward – Change in Valuation Allowance                 |  |      | 11,608    |  |      |  
|                                                                                                |  |      |           |  |      |  
|Total Provision (Credit) for Income Tax (net of Tax Benefits) and Change in Valuation Allowance |  | $    | 45,272    |  |      | $
|                                                                                                |  |      |           |  |      |  
|Net Income (Loss)                                                                               |  | $    | 74,152    |  |      | $
|                                                                                                |  |      |           |  |      |  
|Income per Common Share (Basic)                                                                 |  | $    | .03       |  |      | $
|                                                                                                |  |      |           |  |      |  
|Weighted Average Shares of Common Stock Outstanding (Basic)                                     |  |      | 2,982,662 |  |      |  
|Income per Common Share (Diluted                                                                |  | $    | .02       |  |      | $
|Weighted Average Shares of Common Stock Outstanding                                             |  |      | 3,386,133 |  |      |  



See Accompanying Notes to Financial
Statements.



F-4







MILLER
INDUSTRIES, INC.

STATEMENT OF CASH FLOWS

YEARS ENDED APRIL 30, 2011 AND 2010



|                                                                                             |  | 2011 |           |   | 2010 |  
|-------------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | -
|                                                                                             |  |      |           |   |      |  
|Cash Flows from Operating Activities:                                                        |  |      |           |   |      |  
|                                                                                             |  |      |           |   |      |  
|Net Income (Loss)                                                                            |  | $    | 74,152    |   |      | $
|Adjustments to Reconcile Net Income to Net Cash Provided by (used for) Operating Activities: |  |      |           |   |      |  
|Depreciation                                                                                 |  |      | 15,942    |   |      |  
|Amortization                                                                                 |  |      | 6,241     |   |      |  
|Deferred Tax Asset Valuation Adjustment                                                      |  |      | 45,272    |   |      |  
|Bad Debt Provision                                                                           |  |      | (2,800    | ) |      |  
|Loss on Deferred Lease Incentives                                                            |  |      | —         |   |      |  
|Changes in Operating Assets and Liabilities:                                                 |  |      |           |   |      |  
|(Increase) Decrease in Accounts Receivable                                                   |  |      | 2,800     |   |      |  
|(Increase) Decrease in Prepaid Expenses and Other                                            |  |      | 2,106     |   |      |  
|Increase (Decrease) in Accounts Payable and Accruals                                         |  |      | (17,068   | ) |      |  
|Increase (Decrease) in Tenant Deposits and Advances                                          |  |      | 1,610     |   |      |  
|Net Cash Provided by Operating Activities                                                    |  | $    | 128,255   |   |      | $
|                                                                                             |  |      |           |   |      |  
|Cash Flows from Investing Activities:                                                        |  |      |           |   |      |  
|Acquisition of Property, Equipment and Intangible                                            |  | $    | (1,500    | ) |      | $
|Net Cash (used by) Investing Activities                                                      |  | $    | (1,500    | ) |      | $
|Cash Flows from Financing Activities:                                                        |  |      |           |   |      |  
|Principal Payments Under Borrowings                                                          |  | $    | (44,580   | ) |      | $
|Proceeds from Borrowings                                                                     |  | $    | —         |   |      | $
|Net Cash Provided by (used by) Financing Activities                                          |  | $    | (44,580   | ) |      | $
|Net Increase in Cash and Cash Equivalents                                                    |  | $    | 82,175    |   |      | $
|                                                                                             |  |      |           |   |      |  
|Cash and Cash Equivalents at the Beginning of the Year                                       |  | $    | 1,512,525 |   |      | $
|Cash and Cash Equivalents at the End of the Year                                             |  | $    | 1,594,700 |   |      | $
|                                                                                             |  |      |           |   |      |  
|Additional Cash Flow Information:                                                            |  |      |           |   |      |  
|Cash Payments During the Year                                                                |  |      |           |   |      |  
|Interest                                                                                     |  | $    | 36,742    |   |      | $
|Income Taxes                                                                                 |  | $    | —         |   |      | $



See Accompanying Notes to Financial Statements.



F-5







MILLER INDUSTRIES, INC.

STATEMENT OF SHAREHOLDERS’ EQUITY
(DEFICIENCY)

YEARS ENDED APRIL 30, 2011 AND 2010





|                          |  | Common Stock  |           |  |                   |   |         |                 | 
|------------------------- |  | ------------- | --------- |  | ----------------- | - | ------- | --------------- | 
|                          |  | Shares Issued |           |  | Additional Amount |   |         | Paid-In Capital | 
|                          |  |               |           |  |                   |   |         |                 | 
|Balance at April 30, 2009 |  |               | 2,982,662 |  |                   | $ | 149,133 |                 | 
|                          |  |               |           |  |                   |   |         |                 | 
|Net Income – 2010         |  |               | —         |  |                   |   | —       |                 | 
|                          |  |               |           |  |                   |   |         |                 | 
|Balance at April 30, 2009 |  |               | 2,982,662 |  |                   | $ | 149,133 |                 | 
|                          |  |               |           |  |                   |   |         |                 | 
|Net Income – 2011         |  |               | —         |  |                   |   | —       |                 | 
|                          |  |               |           |  |                   |   |         |                 | 
|Balance at April 30, 2009 |  |               | 2,982,662 |  |                   | $ | 149,133 |                 | 





See Accompanying Notes to Financial Statements.



F-6







NOTE A - Summary
of Significant Accounting Policies



This
summary of accounting policies for Miller Industries Inc. is presented to assist in understanding the Company’s financial
statements. The accounting policies conform to U.S. generally accepted accounting principles and have been consistently applied
in preparation of the financial statements.



| | 1. | Nature of Operations -
| | -- | ----------------------



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 ware-house 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 $ 750,000, have been fully depreciated at April 30, 2011.



| | 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 accounts for income taxes under the liability method. Deferred income tax assets and liabilities are determined based on
differences between the financial reporting and tax base of assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect when the differences are expected to be reversed.



The
Company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position
for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will
be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the
tax benefit as the largest amount, which is more than 50% (fifty percent) likely of being realized upon ultimate settlement. The
Company considers many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments.
At April 30, 2010 and 2011, respectively, the Company did not record any liabilities for uncertain tax positions.





F-7











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



Basic
earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average
number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS
gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants,
using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to
be purchased from the exercise of stock options or warrants). Diluted EPS excludes all dilutive potential of shares of common
stock if their effect is anti-dilutive. At April 30, 2011 potentially dilutive securities consist of an option that could be converted
into 2,017,338 common shares. At April 30, 2010, the Company’s outstanding options are not included in the computation of
basic or diluted earnings per share since they were anti-dilutive.



|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, 2011, and 2010 the Company’s
uninsured bank balances approximated $1,345,000 and $1,260,000 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” 59% of Revenue. Tenant “B” 38% of Revenue



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



The
Company recognizes rental income on a straight-line basis over the respective lease terms. The Company recognizes hardware sales
upon shipment of goods to customers.



F-8







|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.



|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 -
|--- | ----------------------



ASC
220, Comprehensive Income established standards for reporting and displaying comprehensive income and its components in the financial
statements. The company does not have any comprehensive income for fiscal 2011 and 2010.



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



Under
ASC 360, Property, Plant and Equipment, The Company evaluates the carrying value of long-lived assets (including property, equipment
and intangible assets) when events or circumstances warrant such a review. If the carrying value of the long-lived asset is considered
impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the asset. The respective
fair values of the Company’s long-lived assets exceeded their carrying amounts at April 30, 2011 and April 30, 2010.



|14. | Segments –
|--- | ----------



The
Company operates in one segment and therefore segment information is not presented.



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



Under
ASC 815, Derivative and Hedging, the Company will be required to recognize all derivative instruments, including certain derivative
instruments embedded in other contracts 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.



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



In
accordance with ASC 718, Compensation- Stock Based Compensation, the Company accounts for share-based payments using the fair
value method. Common shares issued to third parties for non-cash consideration are valued based on the fair market value of the
service provided or the fair market value of the common stock on the measurement date, whichever is more readily determinable.



F-9







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



ASC
715, Compensation – Retirement benefits, requires additional disclosures relating to how investment allocation decisions
are made, the major categories of plan assets and the inputs and valuation techniques used to measure the fair value of plan assets.
The overall objective of ASC 715 is to improve and standardize disclosures about pensions and other post-retirement benefits and
to make the required information more understandable.



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 2011 and
2010.



|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 –
|--- | ----------------------------------------------



The
Company follows ASC 250, Accounting Changes and Error Corrections. Changes in accounting principle are reported through retrospective
application of the new accounting principle to all prior periods. Errors in the financial statements of a prior period discovered
subsequent to their issuance shall be reported as a prior period adjustment by restating the prior period.



|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 and
    Disclosures –
|--- | ---------------------------------------------



ASC
820, Fair Value Measurements and Disclosures, 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. ASC 820 established a hierarchy that prioritizes
the information used in developing fair value estimates.



The
levels of fair value hierarchy are as follows:



F-10







•            Level
1 inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that the company has the ability
to access;



•         Level
2 inputs utilize other-than-quoted prices that are observable, either directly or indirectly. Level 2 inputs include quoted prices
for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at
commonly quoted intervals; and



•Level
3 inputs are unobservable and are typically based on our own assumptions, including situations where there is little, if any,
market activity.



In
certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases,
the Company categorizes such financial asset or liability based on the lowest level input that is significant to the fair value
measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety
requires judgment and considers factors specific to the asset or liability.



Both
observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3
category. As a result, the unrealized gains and losses for assets within the Level 3 category can include changes in fair value
that were attributable to both observable and unobservable inputs. The Company has no instruments that require additional disclosure.



|23. | Fair Value Option for Financial
    Instruments -
|--- | -------------------------------------------------



The
Company’s financial instruments consist principally of cash, receivables, accounts payable and mortgage payable. Pursuant
to ASC 820, Fair Value Measurement s and Disclosures and ASC 825, Financial Instruments, the fair value of the Company’s
financial instruments are determined based upon Level “1” and Level “2” inputs.



NOTE B - Mortgage Payable





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





|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | 2011 |           |  | 2010 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | --------- |  | ---- | -
|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 bears interest at 1⁄2 of 1% (.050%) rate under the lenders prime rate per annum. The Rate of interest is adjustable annually based on the current Prime at the anniversary date. The company’s annual interest Rate at April 30, 2011 is 2.75%. The note is payable in Monthly installments of $3,715, plus accrued interest, with a final payment of  approximately $911,000 due November 2019. |  | $    | 1,293,819 |  |      | $





F-11









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



|Fiscal Year Ending |  |  |   |           | 
|------------------ |  |  | - | --------- | 
|                   |  |  |   |           | 
|2012               |  |  |   | 48,580    | 
|2013               |  |  |   | 48,580    | 
|2014               |  |  |   | 48,580    | 
|2015               |  |  |   | 48,580    | 
|2016               |  |  |   | 48,580    | 
|                   |  |  |   |           | 
|Thereafter         |  |  | $ | 1,050,919 | 
|Total              |  |  | $ | 1,293,819 | 



Land, buildings and improvements, with an
approximate cost of $1,222,000 and an approximate net book value of $341,000 are pledged as collateral for these obligations.





F-12







NOTE C – Income Taxes



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



|                                                                                   |  | 2011 |        |  | 2010 |  
|---------------------------------------------------------------------------------- |  | ---- | ------ |  | ---- | -
|Current                                                                            |  | $    | 22,452 |  |      | $
|Deferred                                                                           |  |      | 11,212 |  |      |  
|Tax Benefit of Net Operating Loss Carryforward and Addition to Valuation Allowance |  |      | 11,608 |  |      |  
|Total                                                                              |  | $    | 45,272 |  |      | $



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, 2011 and 2010 are as follows:



|                                                                   |  | 2011 |        |  | 2010 |  
|------------------------------------------------------------------ |  | ---- | ------ |  | ---- | -
|                                                                   |  |      |        |  |      |  
|Properties and Equipment principally due to depreciation           |  | $    | 43,072 |  |      | $
|Compensation – Value of Stock Option granted                       |  |      | 24,599 |  |      |  
|Provision for Bad Debts                                            |  |      | 1,557  |  |      |  
|Net operating loss carry forward (Net of $347,747 expired in 2007) |  |      | —      |  |      | $
|Total gross deferred tax assets                                    |  |      | 69,228 |  |      |  
|Less:  Valuation Allowance                                         |  |      | —      |  |      |  
|Net Deferred Tax Asset                                             |  | $    | 69,228 |  |      | $



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 (decreased) by approximately $(4,150) for 2011, and (decreased) by approximately $ (103,500) for 2010.



At April 30, 2011,
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, 2011 and 2010 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:



F-13







|                                                                                 |  | 2011                                                                                                                                                                                                           |         |   | 2010                                                                                                                                                                                                           |  
|-------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------- | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -
|                                                                                 |  | Percent of Pre-Tax
                                                                                                                                                                                     Income |         |   | Percent of Pre-Tax
                                                                                                                                                                                     Income |  
|                                                                                 |  | Amount                                                                                                                                                                                                         |         |   | Income                                                                                                                                                                                                         |  
|                                                                                 |  |                                                                                                                                                                                                                |         |   |                                                                                                                                                                                                                |  
|Income before Provision for Income Taxes                                         |  | $                                                                                                                                                                                                              | 119,424 |   |                                                                                                                                                                                                                |  
|                                                                                 |  |                                                                                                                                                                                                                |         |   |                                                                                                                                                                                                                |  
|Computed Expected Tax Expense                                                    |  |                                                                                                                                                                                                                | 40,604  |   |                                                                                                                                                                                                                |  
|Federal Tax (Benefit) of State Income Tax                                        |  |                                                                                                                                                                                                                | (2,140  | ) |                                                                                                                                                                                                                |  
|Sur Tax Exemption                                                                |  |                                                                                                                                                                                                                | (11,093 | ) |                                                                                                                                                                                                                |  
|                                                                                 |  |                                                                                                                                                                                                                |         |   |                                                                                                                                                                                                                |  
|Federal Tax Before Tax Benefits                                                  |  |                                                                                                                                                                                                                | 27,371  |   |                                                                                                                                                                                                                |  
|Tax Benefits of Net Operating Loss Carryforwards – Change in Valuation Allowance |  |                                                                                                                                                                                                                | 11,605  |   |                                                                                                                                                                                                                |  
|                                                                                 |  |                                                                                                                                                                                                                |         |   |                                                                                                                                                                                                                |  
|Actual Federal Tax (Benefits)                                                    |  | $                                                                                                                                                                                                              | 38,979  |   |                                                                                                                                                                                                                | $



NOTE D - Rental Income



During 2011 the company leased warehouse
and manufacturing space to three unrelated third parties under leases that expire at various dates thru fiscal 2013. Rental income
approximated $389,000 and $373,000 for fiscal 2011 and 2010, respectively. Rental income from these leases amounted to 100% of
the total 2011 rental income and 100% of the total 2010 rental income.



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



| | 2012 |  |  | $ | 377,883 | 
| | ---- |  |  | - | ------- | 
| | 2012 |  |  | $ | 290,571 | 
| | 2014 |  |  | $ | 57,051  | 



F-14







NOTE E - Rental Expenses (Except for Interest)



Rental expenses consisted of:



|                              |  | 2011 |         |   | 2010 |  
|----------------------------- |  | ---- | ------- | - | ---- | -
|Bad Debt-Provision            |  | $    | (2,800  | ) |      | $
|Commissions and Consulting    |  |      | 3,564   |   |      |  
|Depreciation and Amortization |  |      | 22,183  |   |      |  
|Insurance                     |  |      | 32,127  |   |      |  
|Management Fees               |  |      | 36,000  |   |      |  
|Outside Services              |  |      | 2,436   |   |      |  
|Repairs and Maintenance       |  |      | 13,799  |   |      |  
|Utilities                     |  |      | 7,461   |   |      |  
|Taxes                         |  |      | 71,668  |   |      |  
|                              |  |      |         |   |      |  
|Totals                        |  | $    | 186,438 |   |      | $



NOTE F - Administrative Expenses



Administrative
expenses consisted of:



|                              |  | 2011 |        |  | 2010 |  
|----------------------------- |  | ---- | ------ |  | ---- | -
|Accounting and Legal          |  | $    | 28,654 |  |      | $
|Office Supplies/Postage/Other |  |      | 1,021  |  |      |  
|Stockholders’ Expenses        |  |      | 22,591 |  |      |  
|Telephone                     |  |      | 932    |  |      |  
|                              |  |      |        |  |      |  
|Totals                        |  | $    | 53,198 |  |      | $



NOTE G - Related Party Transactions



Management
fees in the amount of $ 36,000 for 2011 and 2010 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 2011 and 2010 for approximately $ 18,000 for each year. Included in accounts payable is approximately
$ 280,000 for 2011 and 2010 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-15







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 $ .18 per share (Exercise Price).



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



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



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



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



|                        |  | 2010 |           
|----------------------- |  | ---- | ----------
|Stock Price             |  | $    | .04       
|Strike Price            |  |      | .18       
|Expected Life           |  |      | 5.17 years
|Risk-Free Interest Rate |  |      | 3.78      
|Volatility              |  |      | 44.6      



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



F-16







A summary of the status of the company’s
stock option agreement as of April 30, 2011 and 2010, and changes during the years then ended were as follows:



|                         |  | 2011      |           |  | 2010      |  
|------------------------ |  | --------- | --------- |  | --------- | -
|                         |  | Shares    |           |  | Exercise  |  
|                         |  | Subject   |           |  | Price Per |  
|                         |  | To Option |           |  | Share     |  
|Outstanding, May 1       |  | $         | 2,017,338 |  |           | $
|Granted                  |  |           | -         |  |           |  
|Exercised                |  |           | -         |  |           |  
|Cancelled                |  |           | -         |  |           |  
|Outstanding/Exercisable, |  |           |           |  |           |  
|April 30                 |  |           | 2,017,338 |  |           | $



The following summarizes information concerning currently
outstanding and exercisable options at April 30, 2011.



|               |     |  | Options Outstanding/ Exercisable | 
|-------------- | --- |  | -------------------------------- | 
|               |     |  | Number                           | 
|               |     |  | Outstanding                      | 
|Exercise Price |     |  | At
    4/30/11                   | 
|               |     |  |                                  | 
|$              | .06 |  |                                  | 



NOTE I – Other Matters, and Subsequent Events



1. On June 7, 2011, Angelo Napolitano exercised his option to
acquire 2,017,338 shares of the Company’s common shares at $.06 per share.



2. In December, 2011, the State of California State Controller
filed a complaint against the Company in the Superior Court of California. In the Complaint, the State asserts that the Company
had failed to report the alleged abandonment of certain shares of the Company’s common stock in a timely manner and, as a
result, the Company was obligated to pay the State the amount of $102,230. The State and the Company have entered into a Tolling
Agreement in order to allow the Company to investigate this matter. The investigation is on-going. The Company is currently unable
to assess whether the claim has any validity.





F-17