SECURITIES AND EXCHANGE
COMMISSION Washington, DC 20549

FORM 10-KSB ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF
1934 (FEE REQUIRED)

For the fiscal year
ended April 30, 2004

Commission File No.
1-5926

MILLER INDUSTRIES,
INC.(Name of Small Business Issuer in its Charter)

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

16295 N.W. 13th Ave., Miami, Florida 33169
(Address of Principal Executive Offices)

(305) 621-0501(Issuer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, $.05 Par Value
                                                      (Title of Class)

Check whether the issuer: (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the past 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 past 90 days.Yes  ___    No
     X

Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of registrants knowledge, in the
definitive proxy or information statement incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. |_|

State issuer's revenues
for its most recent fiscal year:  $294,000.

As of April 30, 2004, the registrant
had 2,982,662 outstanding shares of common stock, $.05 par value.

The aggregate market value of the
common stock of the registrant held by non-affiliates (based on the average of the closing
bid and asked prices of the common stock in the over-the-counter market as of September
22, 2004) was approximately $156,520.

-1-

# PART I

# FORWARD LOOKING
STATEMENTS

This
Form 10-KSB 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-KSB 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 principal business is the ownership and management of a 98,000 square feet
warehouse located in Miami, Florida. The Companys plan is to acquire other
income-generating properties. The Companys president, Angelo Napolitano, has
extensive experience in the real estate industry, and believes that he can provide the
Company with the expertise to locate, acquire and manage attractive properties. The
Company hopes to finance the acquisition of properties through a combination of debt from
third parties (including outside lenders and seller financing) and issuance of equity
securities.

Employees

The
Company had no employees during the 2004 and 2003 fiscal years.

The Companys
president provides services to the Company as an independent contractor. The Company also
utilizes an independent contractor to perform administrative and bookkeeping services.

# ITEM 2. PROPERTIES

Description of Warehouse

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

Financing

At
April 30, 2004, the building was subject to an outstanding first mortgage in favor of a
commercial bank with a principal balance of approximately $1,637,000. The loan accrues
interest at prime less 1/2% and is payable in monthly installments of $9,332, with a
balloon payment of $1,305,000 due October 2009. The loan is secured by the Companys
land and building and a partial guarantee of the Companys president.

-2-

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 $3.75 per square foot to approximately $5.50 per
square foot and the occupancy rate in the area is approximately 80%.

The
following table sets forth a summary of leases at the Companys building in effect on
April 30, 2004:

|Termination Date | Square Feet | Annual Rent | Rent Per
Square Foot
|---------------- | ----------- | ----------- | --------------------
|February 2007    |             |             |                     
|March 2005       |             |             |                     
|August 2004      |             |             |                     
|August 2004      |             |             |                     

At
the beginning of the 2004 fiscal year (i.e., April 30, 2003), approximately 56% of the
building was leased. During the 2004 fiscal year, the Company entered into a one-year
lease (commencing September 1, 2003) for 16,020 square feet for an annual rent of $88,110.
On March 1, 2004, the Company also renewed the existing lease for 38,489 square feet, for
an additional three-year term (ending February 28, 2007). The rent will be $192,445 for
the first year and will be subject to adjustment in the second and third year.

After
the end of the 2004 fiscal year, two of the Companys leases (accounting for 21,020
square feet) terminated. As a result, approximately 58% of the building is currently
leased. The Company is continuing to seek new tenants for its unoccupied space.

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 2004 were approximately
$37,000.

Business Plan

The
Companys current business plan is to make strategic investments in commercial real
estate. At the present time, the Company has not developed any specific investment policy
with regard to its proposed real estate activities. Accordingly, the Company has not
established any limitations in the percentage of assets which may be invested in any one
investment or type of investments. The Company generally intends to seek real estate
assets for income-generation purposes rather than capital gains. The Company has not
developed any particular criteria for the types of real estate in which it may invest.
Accordingly, the Company may invest in office and apartment buildings, shopping centers,
industrial and commercial properties, special purpose buildings and undeveloped acreage.
The Company believes that any such acquisitions will occur in South Florida. The Company
hopes to finance the acquisition of properties through a combination of financing from
third parties, financing from the seller and issuance of equity securities of the Company.
The Company may also invest in real estate through partnerships or other similar vehicles.
There can be no assurance that any of these plans will be realized.

# ITEM 3. LEGAL PROCEEDINGS

Seaboard Chemical
Corporation

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

-3-

Seaboard
had operated the site in Jamestown, North Carolina for the storage, treatment and disposal
of hazardous waste materials for the period from 1976 to 1989. Operations at the site
ceased in 1989 when Seaboard declared bankruptcy. Beginning in 1990, the bankruptcy
trustee for Seaboard attempted to close the site in accordance with the terms of the
Resource Conservation and Recovery Act (RCRA). However, insufficient funds
were available to allow the trustee to complete this work. As a result, the Federal
Environmental Protection Agency (the EPA) and the DEHNR advised the trustee
that if the clean up work were not completed, either one or both of the agencies would
complete the work and would sue the responsible parties to recover the costs involved. To
avoid the possibility of this lawsuit, in October 1991, the Company entered into an
agreement with other responsible parties to form a group to complete the site clean up
work. Over the next two years, the necessary steps were taken to complete the clean up of
the surface contamination of the site. In 1994, the Company joined a group to complete the
groundwater clean up (Phase II). Phase II was to begin as soon as a
satisfactory plan was approved by the concerned authorities. To date, the Company has been
required to expend only $1,200 on this matter. Therefore, no accrual has been made for
further costs to this point. No determination of the estimated additional expenditures has
been furnished to the group members.

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.

# ITEM 4. SUBMISSION OF
MATTERS TO VOTE OF SECURITY HOLDERS

Not
applicable.

# 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:

|FYE                            | CLOSING BID | CLOSING ASK |   | 
|------------------------------ | ----------- | ----------- | - | 
|
|May 2, 2003 to August 1, 2003  |             |             | $ | 
|Aug. 4, 2003 to Oct. 31, 2003  |             |             |   | 
|Nov. 8, 2004 to Jan. 30, 2004  |             |             |   | 
|Feb. 2, 2004 to April 30, 2004 |             |             |   | 

|FYE                            | CLOSING BID | CLOSING ASK |   | 
|------------------------------ | ----------- | ----------- | - | 
|
|May 3, 2002 to July 26, 2002   |             |             | $ | 
|Aug. 2, 2002 to Oct. 31, 2002  |             |             |   | 
|Nov. 8, 2002 to Jan. 31, 2003  |             |             |   | 
|Feb. 7, 2003 to April 30, 2003 |             |             |   | 

-4-

As
of August 31, 2004, there were 467 holders of record of the Companys common stock.

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

The
Company does not have any equity based compensation plans.

# ITEM 6.  MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations
(2004 compared to 2003)

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 2003 was $363,000, compared with $269,000 in 2004. The decline in rental income was
due to a decrease in the level of occupancy at the building.

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 were $19,000 in both 2003
and in 2004.

Other Income

The
Company generated other income of $9,000 in 2003, compared to $8,000 in 2004. Other income
in 2004 and 2003 principally consisted of interest income.

Rental Expense (Excluding
Interest)

The
Company incurs rental expense in connection with the leasing of its building. These
expenses consist of management fees, insurance, real estate taxes, depreciation and
amortization, insurance, maintenance and repairs, utility costs and outside services.
Rental expenses were $120,000 in 2003 and $142,000 in 2004. The principal components were
management fees ($36,000 in both 2003 and in 2004), taxes ($33,000 in both 2003 and 2004),
depreciation and amortization ($20,000 in both 2003 and 2004) and insurance ($18,000 in
2003 and $21,000 in 2004).

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 $10,000 in 2003 and $5,000 in 2004.

Administrative Expenses

The
Companys administrative expenses were $44,000 in 2003, compared to $55,000 in 2004.
Administrative expenses increased due to higher accounting and legal fees ($24,000 in 2003
compared to $33,000 in 2004), and higher shareholders expenses ($13,000 in 2003 and
$13,000 in 2004).

Interest Expense

The
Company pays interest on the mortgage loan on its building. Interest expense on the loan
was $79,000 in 2003 compared to $64,000 in 2004. The decease was attributable to a
decrease in the prime rate, which reduced the interest on the Companys mortgage
loan.

-5-

Provision for Income Taxes

The
Company recorded a provision for income tax of $42,000 in 2003, compared to $5,000 in
2004, based upon the Companys income during these years. The level of these taxes
was directly attributable to the level of net income before taxes. These amounts were
completely offset by the carryforward of the Companys net operating losses.

Net Income

As
a result of the foregoing factors, the Company had net income of $139,000 in 2003,
compared to $71,000 in 2004.

Liquidity and Capital
Resources

The
Companys cash increased by $51,000 during fiscal year 2003 compared with an increase
of approximately $7,000 during fiscal year 2004. The increase in 2003 in cash was
primarily due to positive cash flow from operations. The Company expended approximately
$1,800 for improvements to its building. As of April 30, 2004, the Companys cash
position was approximately $767,000.

At
April 30, 2004, the Companys principal financing consisted of a loan with a
principal balance of $1,637,000 from a third party lender, secured by a lien on the
Companys building. The loan bears interest at prime less 2%. It is payable $9,332
per month, with a balloon payment October 2009 in the approximate amount of $1,305,000.
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:

| | o | The Company is obligated to make payments under its existing mortgage loan. At April 30,
2004, the outstanding balance of the loan was $1,637,000. The loan bears interest at prime
less 2%. The loan is repayable in monthly installments of approximately $9,332, with a
balloon payment of approximately $1,305,000 due in October 2009.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | 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. No fees have
been paid to Harnap since March 2000. Accrued fees as of April 30, 2004 were $245,000, all
of which are payable upon the demand of Harnap.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Leasing Activities

During
the 2003 fiscal year, two of the Companys leases terminated. During the 2004 fiscal
year, the Company added a new tenant which leased approximately 16,000 square feet, and an
existing tenant renewed its lease for 38,489 square feet. Since the end of the 2004 fiscal
year, two leases have terminated, which reduced occupancy by 21,020 square feet. As a
result, occupancy is currently at 58%. The Company is actively seeking new tenants for the
building.

-6-

Current Plans

The
Company operates as a real estate investment and management company. The Company currently
has two 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.

The
Companys business plan also contemplates the acquisition of additional
income-producing properties. The Company hopes to acquire such properties through a
combination of financing from third parties, seller financing and issuance of the
Companys equity securities.

The
Companys business plan is subject to uncertainty. There can be no assurance that the
Company will be able to maintain a sufficient number of tenants to meet its debt service
requirements and operating expenses on an ongoing basis. Furthermore, there can be no
assurance that the Company will be able to locate or acquire suitable properties in order
to expand its holdings of real property.

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-KSB, have been applied
consistently as at April 30, 2004 and 2003, and for the years ended April 30, 2004 and
2003. 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.

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.

-7-

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, 2004:

|Contractual Obligations   | Payments Due by Period |  |   |           | 
|------------------------- | ---------------------- |  | - | --------- | 
|
|Long Term Debt            |                        |  | $ | 1,648,650 | 
|Capital Lease Obligations |                        |  |   | --        | 
|Operating Leases          |                        |  |   | --        | 
|Purchase Obligations      |                        |  |   | --        | 
|Other Long Term Debt      |                        |  |   | --        | 
|TOTAL                     |                        |  | $ | 1,648,650 | 

# ITEM 7. 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).

# ITEM 8.  CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

# ITEM 8A CONTROLS AND
PROCEDURES

The
Company maintains disclosure controls and procedures designed to ensure that information
required to be disclosed in the reports that the Company files or submits under the
Securities Exchange Act of 1934, is recorded, processed, summarized and reported within
the time period specified in the rules and forms of the Securities and Exchange
Commission. Based upon his evaluation of those controls and procedures as of April 30,
2004, the Chief Executive Officer and Chief Financial Officer of the Company concluded
that the Companys disclosure controls and procedures were adequate.

-8-

# PART III

# ITEM 9. 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

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 68, 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, all of the
Companys directors have filed reports 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 10. 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
2004 received compensation in excess of $100,000.

# SUMMARY COMPENSATION
TABLE

|Name and Position                          | Fiscal Year | Salary (1) | Stock Options
|------------------------------------------ | ----------- | ---------- | -------------
|Angelo Napolitano, Chief Executive Officer |             |            | 2004         
|                                           |             |            | 2003         
|                                           |             |            | 2002         

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

-9-

Management Agreement

In
October 1992, the Company agreed to pay Harnap Corp. a monthly management fee of $3,000.
Harnap Corp. is owned and controlled by Angelo Napolitano, the Companys Chief
Executive Officer and Chairman of the Board. As of April 30, 2004, accrued management fees
totaled $245,000.

Compensation of Directors

No
amounts were paid to directors during the 2004 fiscal year for services as directors.

# ITEM 11. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

To
the knowledge of management, as of August 31, 2004, the following persons beneficially
owned 5% or more of the common stock of the Company:

|Name and Address of
Beneficial Owner  | Amount
Beneficial Owner | Percent
Of Class
|------------------------------------- | ----------------------- | ----------------
|Angelo Napolitano                     |                         |                 
|1521 N.W. 165th Street                |                         |                 
|Miami, FL33169                        |                         |                 
|                                      |                         |                 
|Elizabeth Schuldiner Revocable  Trust |                         |                 
|u/a 3/20/90 (2)                       |                         |                 
|80 West 12th Street                   |                         |                 
|New York,  NY10011                    |                         |                 
|                                      |                         |                 
|Walter P. Carucci (3)                 |                         |                 
|Carucci Family Partners (3)           |                         |                 
|Carr Securities Corp. (3)             |                         |                 
|One Penn Plaza                        |                         |                 
|New York,  NY10119                    |                         |                 

(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.

(2)       
          Based on information disclosed, as of September 8, 2000, in a Schedule 13G filed
          with the Securities and Exchange Commission (SEC). Elizabeth
          Schuldiner Revocable Trust has sole voting and investment power with respect to
          the shares.

(3)       
          Based on information disclosed, as of August 31, 2000, in a Schedule 13G filed
          with the SEC. Walter P. Carucci, Carucci Family 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 76,000 shares. Carucci Family
          Partners has sole and investment power with respect to 147,450 shares. Carr
          Securities Corp. has sole and investment power with respect to 12,967 shares.
          There is no shared voting and investment power among Walter P. Carucci, Carucci
          Family Partners and Carr Securities Corp. with respect to the shares.

-10-

The
shares of common stock beneficially owned by the Companys sole director and
executive officer as of August 31, 2004 were as follows:

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

(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.

# ITEM 12. 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. Commissions of $5,300 were paid under this agreement for
the 2004 fiscal year.

# PART IV

# ITEM 13. EXHIBITS,
FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-KSB

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

| |  | Report of
Independent Certified Public Accountants
| |  | --------------------------------------------------

| |  | Balance Sheets
As of April 30, 2004 and 2003
| |  | --------------------------------------------

| |  | Statements of
Operations and (Deficit) for Years ended April 30, 2004 and 2003
| |  | ------------------------------------------------------------------------------

| |  | Statements of
Changes in Shareholders (Deficiency) for Years ended April 30, 2004 and 2003
| |  | ------------------------------------------------------------------------------------------

| |  | Statements of
Cash Flows for Years ended April 30, 2004 and 2003
| |  | ----------------------------------------------------------------

| |  | Notes to
Financial Statements
| |  | -----------------------------

-11-

|(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,
Restated and Consolidated Promissory Note dated                
                                     (Note
5)                                     October 13, 1999 made by Miller Industries, Inc.
in favor of                                     City National Bank of Florida
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 99.P* | Code
of Ethics
| | ----- | --------------

| | 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.
| | ------ | ----------------------------------------------------------------------------------------------------------------------------

| | 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, 1999.
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------

(*)       
          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, 2004.

-12-

# 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 the
8th day of November, 2004.

| |  | MILLER INDUSTRIES, INC.BY: /S/ Angelo Napolitano
Angelo NapolitanoPresident And Chief Executive Officer
| |  | ---------------------------------------------------------------------------------------------------------------------

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 the 8th
day of November, 2004.

| |  | BY: /S/ Angelo Napolitano 
Angelo Napolitano President, Chief Executive Officer, and Director
                                                             (Principal Executive Officer)
                                                             (Principal Financial Officer)
                                                             (Principal Accounting Officer)
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-13-

# INDEPENDENT AUDITOR'S
REPORT

Shareholders and Board of
Directors
Miller Industries, Inc.Miami, Florida

I
have audited the accompanying balance sheet of Miller Industries, Inc. as of April 30,
2004 and 2003, and the related statements of operations, shareholders deficiency,
and cash flows for each of the two years in the period ended April 30, 2004. 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 audit.

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. 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 audit provides
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, 2004 and 2003
and the results of its operations and its cash flows for each of the two years in the
period ended April 30, 2004, in conformity with accounting principles generally accepted
in the United States of America.

|Miami, Florida
July 19, 2004 |  | BY: /S/ LARRY WOLFE
LARRY WOLFECertified Public Accountant
|---------------------------- |  | ------------------------------------------------------------------------

F-1

MILLER INDUSTRIES, INC.
BALANCE SHEET APRIL 30, 2004 AND
2003

ASSETS

|Investment Property:                                    | 2004 | 2003
|------------------------------------------------------- | ---- | ----
|Land                                                    |      |     
|Building and Improvements                               |      |     
|Machinery and Equipment                                 |      |     
|Furniture and Fixtures                                  |      |     
|                                                        |      |     
|Total Cost                                              |      |     
|Less: Accumulated Depreciation                          |      |     
|                                                        |      |     
|Net Book Value                                          |      |     
|                                                        |      |     
|                                                        |      |     
|Other Assets:                                           |      |     
|Cash                                                    |      |     
|Prepaid Expenses and Other Assets                       |      |     
|Deferred Lease Incentive (Net of Accumulated            |      |     
|Amortization of $24,652 in 2004 and $19,175 in 2003)    |      |     
|                                                        |      |     
|Loan Costs, Less Accumulated Amortization of $9,221 and |      |     
|$9,221 in 2004 and 2003, respectively                   |      |     
|Deferred Tax Assets                                     |      |     
|                                                        |      |     
|Total Other Assets                                      |      |     
|                                                        |      |     
|TOTAL ASSETS                                            |      |     
|                                                        |      |     
|                                                        |      |     
|LIABILITIES AND SHAREHOLDERS' DEFICIENCY                |      |     
|Liabilities:                                            |      |     
|Mortgages and Notes Payable                             |      |     
|Accounts Payable and Accrued Expenses                   |      |     
|Tenant Security Deposits and Other                      |      |     
|                                                        |      |     
|Total Liabilities                                       |      |     
|                                                        |      |     
|                                                        |      |     
|Shareholders' Deficiency:                               |      |     
|Common  Stock, $.05  par, 5,000,000 shares authorized,  |      |     
|2,982,662 shares issued and outstanding                 |      |     
|Paid-in capital                                         |      |     
|Deficit                                                 |      |     
|                                                        |      |     
|Total Shareholders' Deficiency                          |      |     
|                                                        |      |     
|Total Liabilities and Shareholders' Deficiency          |      |     
|                                                        |      |     
|                                                        |      |     

See Accompanying
Notes to Financial Statements

F-2

MILLER INDUSTRIES, INC.STATEMENT OF OPERATIONS YEARS ENDED APRIL
30, 2004 AND 2003

|                                                     | Years Ended
April 30,
2004 | Years Ended
April 30,
2003
|---------------------------------------------------- | -------------------------- | --------------------------
|Revenues:                                            |                            |                           
|Rental Income                                        |                            |                           
|Hardware Sales (Net)                                 |                            |                           
|Other Income                                         |                            |                           
|                                                     |                            |                           
|                                                     |                            |                           
|Total Revenue                                        |                            |                           
|                                                     |                            |                           
|                                                     |                            |                           
|Expenses:                                            |                            |                           
|Rental Expense (Except Interest)                     |                            |                           
|Cost of Hardware Sales                               |                            |                           
|Administrative                                       |                            |                           
|Interest                                             |                            |                           
|                                                     |                            |                           
|Total Expenses                                       |                            |                           
|                                                     |                            |                           
|Income Before Tax Provision                          |                            |                           
|                                                     |                            |                           
|                                                     |                            |                           
|Provision (Benefit) for Income Tax:                  |                            |                           
|Federal Income Tax                                   |                            |                           
|                                                     |                            |                           
|State Income Tax                                     |                            |                           
|                                                     |                            |                           
|                                                     |                            |                           
|Provision for Income Tax Before Realization of Prior |                            |                           
|                                                     |                            |                           
|Years' Tax Benefit                                   |                            |                           
|Tax Benefits on Net Operating Loss Carryforward      |                            |                           
|                                                     |                            |                           
|- Change in Valuation Allowance                      |                            |                           
|                                                     |                            |                           
|Total Provision for Income Tax (Net of Tax Benefits) |                            |                           
|                                                     |                            |                           
|                                                     |                            |                           
|                                                     |                            |                           
|Net Income                                           |                            |                           
|                                                     |                            |                           
|                                                     |                            |                           
|Income per Common Share                              |                            |                           
|                                                     |                            |                           
|                                                     |                            |                           
|Average Shares of Common Stock Outstanding           |                            |                           
|                                                     |                            |                           
|                                                     |                            |                           

See Accompanying Notes to
Financial Statements.

F-3

MILLER INDUSTRIES, INC. STATEMENT OF CASH FLOWS YEARS ENDED APRIL 30,
2004 AND 2003

|                                                     | Years Ended
April 31,
2004 | Years Ended
April 31,
2003
|---------------------------------------------------- | -------------------------- | --------------------------
|Cash Flows From Operating Activities:                |                            |                           
|Net Income                                           |                            |                           
|Adjustments to Reconcile Net Income to Net Cash      |                            |                           
|Provided by (used for) Operating Activities:         |                            |                           
|Depreciation                                         |                            |                           
|Amortization                                         |                            |                           
|Deferred Tax Asset Valuation Adjustment              |                            |                           
|Changes in Operating Assets and Liabilities:         |                            |                           
|(Increase) Decrease in Prepaid Expenses and Other    |                            |                           
|Increase (Decrease) in Accounts Payable and Accruals |                            |                           
|Increase (Decrease) in Tenant Security Deposits      |                            |                           
|                                                     |                            |                           
|                                                     |                            |                           
|Net Cash Provided by Operating Activities            |                            |                           
|                                                     |                            |                           
|                                                     |                            |                           
|Cash Flows From Investing Activities:                |                            |                           
|Acquisition of Property and Equipment                |                            |                           
|                                                     |                            |                           
|                                                     |                            |                           
|Net Cash (used by) Investing Activities              |                            |                           
|                                                     |                            |                           
|                                                     |                            |                           
|Cash Flows From Financing Activities:                |                            |                           
|Principal Payments Under Borrowings                  |                            |                           
|                                                     |                            |                           
|Proceeds from Borrowings                             |                            |                           
|                                                     |                            |                           
|Net Cash Provided by (used by) Financing Activities  |                            |                           
|                                                     |                            |                           
|                                                     |                            |                           
|Net Increase in Cash and Cash Equivalents            |                            |                           
|                                                     |                            |                           
|Cash and Cash Equivalents at the Beginning of Year   |                            |                           
|                                                     |                            |                           
|Cash and Cash Equivalents at the End of Year         |                            |                           
|                                                     |                            |                           
|Additional Cash Flow Information:                    |                            |                           
|Cash Payments during the Year                        |                            |                           
|Interest                                             |                            |                           
|                                                     |                            |                           
|Income Taxes                                         |                            |                           
|                                                     |                            |                           
|                                                     |                            |                           

See Accompanying Notes
to Financial Statements.

F-4

MILLER INDUSTRIES, INC. STATEMENT OF
SHAREHOLDERS DEFICIENCY YEARS ENDED APRIL 30,
2004 AND 2003

|                          | Common Stock |  |  |          
|------------------------- | ------------ |  |  | ---------
|
|Balance at April 30, 2002 |              |  |  | 2,982,662
|Net Income - 2003         |              |  |  | --       
|                          |              |  |  |          
|Balance at April 30, 2003 |              |  |  | 2,982,662
|Net Income - 2004         |              |  |  | --       
|                          |              |  |  |          
|Balance at April 30, 2004 |              |  |  | 2,982,662
|                          |              |  |  |          

See Accompanying Notes to
Financial Statements.

F-5

# MILLER INDUSTRIES, INC. NOTES TO FINANCIAL
STATEMENTS APRIL 30, 2004 AND 2003

# NOTE A  Summary of
Significant Accounting Policies

# 1. Nature of Business


| | Miller
Industries, Inc., a Florida corporation, currently and since August 1991, has been engaged
in the ownership and management of 98,000 square feet of offices and warehouse located in
Miami, Florida. During August 1991, the Company discontinued its operations of
manufacturing of aluminum windows and doors pursuant to a plan of reorganization.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 2. Inventories 

| | Inventories
are valued at the lower of cost or market, with cost generally determined on a first-in,
first-out basis and market based upon the lower of replacement cost or realizable value.
Inventories consisted of the following amounts:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                  | 2004 | 2003
|----------------- | ---- | ----
|Finished Hardware |      |     
|                  |      |     

# 3. Investment Property


| | Investment
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 | 
|Machinery and Equipment   | 
|Furniture and Fixtures    | 

| | Real
property and equipment, with an original cost of approximately $720,000, have been fully
depreciated at April 30, 2004.
| | ----------------------------------------------------------------------------------------------------------------------------

# 4. Intangibles 

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

F-6

# 5. Income Taxes 

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

# 6. Income Per Share


| | Income
(loss) per share is computed based upon the weighted average number of common shares
outstanding, during each year.
| | --------------------------------------------------------------------------------------------------------------------------

# 7. Cash 

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

# 8. Financial Instruments


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

# 9. Concentrations of
Credit Risk 

| | The
Company is subject to credit risk arising from the concentration of its temporary cash
investments. Most of the Companys temporary cash investments are concentrated with a
single financial institution.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
balances are insured by the Federal Deposit Insurance Corporation up to $100,000. At April
30, 2004, the Companys uninsured cash balances approximated $667,000.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 10. Revenue Recognition


| | The
Company recognizes rental income as it becomes receivable in accordance with the
provisions of the underlying lease. The Company recognizes hardware sales upon shipment of
goods to customers.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 11. 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.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 12. 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.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-7

# 13. Comprehensive Income


| | In
June 1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 130 Reporting Comprehensive Income, which is
effective for fiscal years beginning after December 15, 1997. SFAS No. 130 establishes
standards for the reporting and display of comprehensive income and its components in a
full set of general purpose financial statements which requires the Company to (i)
classify items of other comprehensive income by their nature in a financial statement and
(ii) display the accumulated balance of other comprehensive income separately from
retained earnings and additional paid-in-capital in the equity section of the balance
sheet. The adoption of this standard does not have an effect on the Companys
reported net earnings for fiscal 2004 and 2003 as there is no additional comprehensive
income under the statement.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 14. Impairment of Long
Lived Assets 

| | In
August 2001, the Financial Accounting Standards Board (FASB) approved SFAS No.
144 Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No.
144 replaces SFAS No. 121 Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of. The Company adopted SFAS No. 144 on May 1, 2002
as required, and the statement is not expected to have a material impact on the
Companys results of operations or financial position. Under SFAS No. 144, the
Company must consider whether indicators of impairment of long-lived assets are present,
determine whether the sum of the estimated undiscounted future cash flows attributable to
the assets in question is less than their carrying amounts, and to recognize an impairment
loss based on the excess of the carrying amounts of the assets over their respective fair
values. The respective fair values of the Companys long-lived assets exceed their
carrying amounts at April 30, 2004 based on a quoted market price.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 15. Segments 

| | The
Company adopted SFAS No. 131, Disclosures About Segments of an Enterprise and Related
Information (SFAS 131). SFAS 131 superseded SFAS No. 14, Financial Reporting
for Segments of a Business Enterprise. SFAS 131 establishes standards for the way that
public business enterprises report information about operating segments in annual
financial statements and requires that those enterprises report selected information about
operating segments in interim financial reports. SFAS 131 also establishes standards for
related disclosures about products and services, geographic areas, and major customers.
The adoption of SFAS 131 did not affect results of operations or financial position.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 16. Costs of Computer
Software 

| | In
March 1998, the American Institute of Certified Public Accountants issued Statement of
Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use (SOP 98-1). SOP 98-1 provides authoritative guidance on when
internal-use software costs should be capitalized and when these costs should be expenses
as incurred.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Effective
May 1, 2000, the Company adopted SOP 98-1, however, the Company has not incurred costs to
date which would require evaluation in accordance with the SOP.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 17. Start-Up and
Organization Costs 

| | Start
up and organization costs are accounted for under the provisions of the American Institute
of Certified Public Accountants Statement of Position (SOP) 98-5, Reporting on
the Costs of Start up Activities. Adopted by the Company at its inception, SOP 98-5
provides guidance on the financial reporting of start up and organization costs and
requires such costs to be expensed as incurred. The Companys adoption of SOP 98-5
will not have a significant effect on its financial position or results of operation.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-8

# 18. Derivative
Instruments 

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

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

# 19. Stock-Based
Compensation 

| | In
December 2002, the FASB issued Statement 148, Accounting for Stock-Based Compensation
 Transition and Disclosure an amendment of FAS 123. This statement provides
alternative transition methods for a voluntary change to the fair value basis of
accounting for stock-based employee compensation. In addition, SFAS 148 amends the
disclosure requirements of SFAS 123 to require prominent disclosures in both annual and
interim financial statements about the method of accounting for stock based employee
compensation, a description of the transition method utilized and the effect of the method
used on reported results. The Company adopted SFAS 148 on May 1, 2003. The adoption of
SFAS 148 did not have a material impact on the financial statements of the Company.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 20. Pensions and Other
Post Retirement Benefits 

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

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

# 21. Advertising Costs


| | Advertising
costs generally will be charged to operations in the year incurred. The Company has not
incurred any advertising costs for fiscal 2004 and 2003.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------

# 22. 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. (See
Note D.)
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-9

# 23. Gains and Losses
from Extinguishment of Debt 

| | In
May 2002, the FASB issued Statement of Financial Accounting Standards No. 145
Reporting Gains and Losses from Extinguishment of Debt, which rescinded SFAS
No. 4, No. 44 and No. 64 and amended SFAS No. 13. The new standard addresses the income
statement classification of gains or losses from the extinguishment of debt and criteria
for classification as extraordinary items. The new standard became effective for fiscal
years beginning after May 15, 2002. The Company adopted this pronouncement on May 1, 2003.
The adoption of this pronouncement is not expected to have a material impact on the
Companys results of operations or financial position.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 24. Guarantors
Accounting 

| | In
November 2002 the FASB issued FASB Interpretation No. 45, Guarantors
Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others. FIN 45 requires certain guarantees to be recorded at fair
value, instead of recording a liability only when a loss is probable and reasonably
estimable, as those terms are defined in FASB Statement No. 5 Accounting for
Contingencies. FIN 45 also requires a guarantor to make significant new disclosures, even
when the likelihood of making any payments under the guarantee is remote. The disclosure
requirements of FIN 45 are effective for financial statements of interim or annual periods
ending after December 15, 2002. The Company adopted the disclosure provisions of FIN 45
effective December 31, 2002 and its adoption is not expected to have a material impact on
the Companys results of operations or financial position.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 25. Consolidation of
Variable Interest Entities 

| | In
January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable
Interest Entities. FIN 46 clarifies the application of existing accounting
pronouncements to certain entities in which equity investors do not have the
characteristics of a controlling financial interest or do not have sufficient equity at
risk for the entity to finance its activities without additional subordinated financial
support from other parties. The provisions of FIN 46 will be immediately effective for all
variable interests in variable interest entities created after January 31, 2003, and the
Company will need to apply its provisions to any existing variable interests in variable
interest entities by no later than December 31, 2004. The Company does not believe that
FIN 46 will have a significant impact on the Companys financial statements.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 26. Costs Associated
with Exit or Disposal Activities 

| | In
July 2002, the FASR issued Statement 146, Accounting for the Costs Associated with Exit or
Disposal Activities. This statement addresses financial accounting and reporting for costs
associated with exit or disposal activities. It addresses when to recognize a liability
for a cost associated with an exit or disposal activity including, but not limited to,
termination benefits provided to current employees that are involuntarily terminated,
costs to terminate a contract that is not a capital lease and costs to consolidate
facilities or relocate employees. SFAS 146 requires that a liability for a cost associated
with an exit or disposal activity be recognized and measured initially at fair value only
when the liability is incurred and not at the date of an entitys commitment to a
plan. The Company adopted the provisions of SFAS No. 146 effective December 31, 2002 and
its adoption did not have a material impact on the Company.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 27. Certain Financial
Instruments with Characteristics of Both Liabilities and Equity 

| | In
May 2003, the FASB issued Statement 150 Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity. This statement establishes principles for
the classification and measurement of certain financial instruments with characteristics
of both liabilities and equity. The adoption of SFAS 150 is not expected to have a
material impact on the financial statements of the Company.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-10

# NOTE B  Mortgage
and Notes Payable

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

# 1. Mortgage Payable


|                                                                |  | 
|--------------------------------------------------------------- |  | 
|3 1/2% (prime less 1/2%) 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 lendor from any and all liability which may     |  | 
|result from the environmental condition of the property. The    |  | 
|note is payable in monthly installments of $9,332 (including    |  | 
|interest) with a final payment of approximately $1,305,000 due  |  | 
|October 2009                                                    |  | 

# 2. Insurance Premium
Note Payable 

installments of $1,751
(including interest) through November          2004

|                    |  | 
|------------------- |  | 
|Total Notes Payable |  | 
|                    |  | 

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

|Ending     | 
|---------- | 
|2005       | 
|2006       | 
|2007       | 
|2008       | 
|2009       | 
|Thereafter | 
|Total      | 

| | Land,
buildings and improvements, and insurance policies with an approximate cost of $1,215,000
and an approximate net book value of $440,000 are pledged as collateral for these
obligations.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-11

# NOTE C  Income
Taxes

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

|                                               |  | 
|---------------------------------------------- |  | 
|Current                                        |  | 
|Deferred                                       |  | 
|Tax Benefit of Net Operating Loss Carryforward |  | 
|                                               |  | 
|Total                                          |  | 
|                                               |  | 

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, 2004 and 2003 are as
follows:

|                                            |  | 
|------------------------------------------- |  | 
|Properties and Equipment principally due to |  | 
|depreciation                                |  | 
|Net operating loss carryforwards            |  | 
|                                            |  | 
|Total gross deferred tax assets             |  | 
|Less: Valuation allowance                   |  | 
|                                            |  | 
|Net Deferred Tax Asset                      |  | 
|                                            |  | 

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 $54,000
for 2004.

At
April 30, 2004, the Company had approximately $2,130,000 of Federal and State net
operating loss carryforwards available to offset future taxable income. The State loss
carryforwards are available indefinitely. The Federal net operating loss carryforwards
will expire as follows:

|      | 
|----- | 
|2007  | 
|2008  | 
|2009  | 
|2011  | 
|2012  | 
|2013  | 
|2019  | 
|Total | 

At
April 30, 2004, the Company had alternative minimum tax credit carryforwards of
approximately $3,500 which my be carried forward indefinitely.

F-12

Total
Federal tax expense for years ended April 30, 2004 and 2003 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:

|                                          | 2004 | 2003 |   |        
|----------------------------------------- | ---- | ---- | - | -------
|
|Income before provision for               |      |      | $ | 27,464 
|income taxes                              |      |     
|Computed expected tax expense             |      |      |   | 9,338  
|Federal tax (benefit) of State Income Tax |      |      |   | (420   
|Surtax Exemption                          |      |      |   | (4,984 
|Federal Tax Before Tax Benefits           |      |      | $ | 3,934  
|Tax Benefits of Net Operating             |      |      |   | (41,510
|Loss Carryforwards  Change in             |      |     
|Valuation Allowance                       |      |     
|Actual Federal Tax (Benefits)             |      |      | $ | (37,576

# NOTE D  Rental
Income

The
Company leased offices and warehouse space for distribution during fiscal 2004 to three
unrelated third parties under leases that expire in fiscal 2005 and 2007. Rental income
approximated $269,000 and $363,000 for fiscal 2004 and 2003, respectively. Rental income
from the three Companys tenants amounted to 100% and 98% of total rental income in
2004 and 2003, respectively.

On
August 9, 2002, one of the Companys tenants ceased operations when the tenants
secured lender seized the tenants assets. Rental income that was terminated as of
August 9, 2002 approximated $7,500 per month, or $90,000 per year.

On
January 31, 2003, the lease of one of the Companys tenants expired and the tenant
vacated the premises. Rental income that was terminated as of January 31, 2003
approximated $15,000 per month, or $180,000 per year.

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

|     | 
|---- | 
|2005 | 
|2006 | 
|2007 | 

F-13

# NOTE E  Rental
Expenses (Except for Interest)

|Rental expenses consisted of:         | 2004 | 2003
|------------------------------------- | ---- | ----
|Depreciation and Amortization         |      |     
|Insurance                             |      |     
|Leasing Expenses                      |      |     
|Management Fees                       |      |     
|Outside Services                      |      |     
|Repairs and Maintenance               |      |     
|Utilities                             |      |     
|Taxes                                 |      |     
|Totals                                |      |     
|NOTE F - Administrative Expenses      |      |     
|Administrative expenses consisted of: |      |     
|Accounting and Legal                  |      |     
|Contract Labor                        |      |     
|Office Supplies/Postage/Other         |      |     
|Stockholders' Expenses                |      |     
|Telephone                             |      |     
|Totals                                |      |     

# NOTE G  Related
Party Transactions

Management fees in the amount of
$36,000 per year were incurred by the Company for 2004 and 2003 to Harnap Corp., which is
controlled by the Chairman of the Board of Miller Industries, Inc. Included in accounts
payable is approximately $245,000 for 2004 and 2003, owed to Harnap Corp. Harnap Corp.
received repair expense reimbursements of approximately $2,000 during fiscal 2004.
Napolitano Commercial Properties, a related party, received leasing commissions of $5,287
during fiscal 2004.

F-14

# NOTE H 
Commitments, Contingencies, Subsequent Events and Other Matters

Environmental
Matters 

| | The
Companys past operations include activities which are subject to Federal and State
environmental regulations.
| | ------------------------------------------------------------------------------------------------------------------

| | The
Company has been identified as a potentially responsible party (PRP), along
with many others, in remedial activities related to the Seaboard Chemical Company site
located in Jamestown, North Carolina.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Although
environmental laws technically impose joint and several liability upon each PRP at each
site, the extent of the Companys required financial contribution to the clean up of
these sites is expected to be limited based upon the number and financial strength of the
other named PRPs and the volume and types of waste involved which might be attributable to
the Company.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company joined a settlement group with other responsible parties to avoid extensive
litigation and remedial costs.
| | ----------------------------------------------------------------------------------------------------------------------

| | The
Seaboard Chemical site settlement group at November 1, 2001 was composed of 393 PRPs which
produced 13,884,126 estimated gallons of waste, of which 6,990 gallons of waste (.05%) is
attributable to Miller Industries, Inc. The settlement group at this site has allocated
the costs of remedial activities among the PRPs using the volumetric method. That is,
based upon the ratio that the number of gallons of waste estimated to have been
contributed to the site by the Company bears to the total number of gallons of waste
estimated to have been disposed at this site by all of the PRPs. To date, the Company has
incurred approximately $1,200 in costs with respect to this site. However, the Company is
unable to determine what its total costs might be, and no accruals have been made for
future clean-up liability at this site.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-15