SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC  20549




FORM
10-K




ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE


SECURITIES
EXCHANGE ACT OF 1934




For the
fiscal year ended April 30, 2010




Commission
File No. 1-5926




MILLER
      INDUSTRIES, INC.(Exact
      Name Registrant as specified in its charter)Florida
                          
                          59-0996356(State
      or Other Jurisdiction of
                            (incorporation
      or organization)
                          
                          (I.R.S.
      Employer
                            Identification
      No.)16295
      N.W. 13th
      Avenue,
Miami,  Florida  33169(Address
      of Principal Executive Offices)(305)
      621-0501(Registrant’s
      Telephone Number, Including Area
Code)
 
 Securities
registered under Section 12(b)
 of the
Exchange Act: None
 Securities
registered under Section 12(g) of the Exchange Act:
 
 Common
      Stock, $.04 Par Value(Title
      of Class)




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




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




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes  ̈  No
x




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   ̈




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




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




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




Yes  ̈  No
x




The
aggregate market value of the common stock held by non-affiliates of the
registrant at October 31, 2010 was $111,084.




As of
December 15, 2010, there were 2,982,662 shares of the registrant’s common stock
outstanding.





PART
I





FORWARD
LOOKING STATEMENTS




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




ITEM
1.                BUSINESS





General




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




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




Employees




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




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




ITEM
2.                PROPERTIES




Description of
Warehouse




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


-2-


Financing




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




Leasing
Activities




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




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




2011
                    
                    $
                    373,5242012
                    
                    $
                    373,5242013
                    
                    $
                    288,7562014
                    
                    $
                    190,171





Insurance, Depreciation and
Taxes




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




ITEM
3.               LEGAL
PROCEEDINGS




Seaboard Chemical
Corporation




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


-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.




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




Gold Coast
Oil




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




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




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


-4-


PART II




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




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




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





CLOSING BID2009 Fiscal Year
                    
                    HIGH
                    
                    
                    LOW5/1/08  -  7/31/08
                    
                    $
                    .06
                    
                    
                    $
                    .0528/1/08  -  10/31/08
                    
                    $
                    .052
                    
                    
                    $
                    .04511/1/09  -  1/31/09
                    
                    $
                    .045
                    
                    
                    $
                    .0452/01/09  -  4/30/09
                    
                    $
                    .045
                    
                    
                    $
                    .045





CLOSING BID2010 Fiscal Year
                  
                  HIGH
                  
                  
                  LOW5/1/09  -  7/31/09
                  
                  $
                  .04
                  
                  
                  $
                  .048/1/09  -  10/31/09
                  
                  $
                  .04
                  
                  
                  $
                  .0411/1/09  -  1/31/10
                  
                  $
                  .04
                  
                  
                  $
                  .042/01/10  -  4/30/10
                  
                  $
                  .05
                  
                  
                  $
                  .04





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




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


-5-




Equity
Compensation Plan Information





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





Plan Category
                          
                          Number of shares
                            ofcommon stock
                            to beissued upon
                            exerciseof
                            outstanding
                            options, warrants
                            andrights
                          
                          
                          Weighted-average
                            exercise price of
                            outstanding
                            options,warrants
                            and rights
                          
                          
                          Number of shares of
                            common stock
                            remainingavailable for
                            futureissuance under
                            equitycompensation
                            plans(excluding
                            securitiesreflected in
                            first column)Equity
      compensation plans approved by security holders
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Equity
      compensation plans not approved by security holders (1)
                          
                          2,017,338
      shares
                          
                          
                          $
                          0.06
                          
                          
                          
                          -Total
                          
                          2,017,338
      shares
                          
                          
                          $
                          0.06
                          
                          
                          
                          -





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


-6-




ITEM
6.            SELECTED
FINANCIAL DATA


Not Applicable




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




Results
of Operations (2009 compared to 2010)




Rental
Income




The
Company’s results of operations are primarily dependant upon the rental income
which it receives from leasing space in its building.  Rental income
is a function of the percentage of the building which is occupied, and the level
of rental rates.  Rental income during 2009 was $481,000, compared
with $373,000 in 2010.  The decrease in rental income was due to a
lower level of occupancy at the building, and lower rental rates.




Hardware
Sales




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




Other
Income




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




Rental Expense (Excluding
Interest)




The
Company incurs rental expense in connection with the leasing of its
building.  These expenses consist of management fees, insurance, real
estate taxes, depreciation and amortization, insurance, maintenance and repairs,
utility costs and outside services.  Rental expenses were $240,000 in
2009 and $150,000 in 2010.  The principal components were management
fees ($43,000 in 2009 and $36,000 in 2010), taxes ($106,000 in 2009 and $59,000
in 2010), depreciation and amortization ($31,000 in 2009 and $22,900 in 2010),
repairs and maintenance ($9,000 in 2009 and $9,500 in 2010) and insurance
($25,000 in 2009 and $21,600 in 2010).




Cost of Hardware
Sales




The
Company records the cost of its hardware sales in connection with the sale of
replacement parts to customers of its former window and sliding glass door
business.  These costs are tied to the level of hardware
sales.  These costs were not material in 2009 and
2010.


-7-


Administrative
Expenses




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




Interest
Expense




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




Provision for Income
Taxes




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




Net
Income




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




Liquidity and Capital
Resources




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




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




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




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


-8-


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




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




Current
Plans




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




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




Critical Accounting
Policies




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




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




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


-9-


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




Off-Balance Sheet
Arrangements and Aggregate Contractual Obligations




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




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




Payments Due by PeriodContractual Obligations
                  
                  Total
                  
                  
                  Less Than
                    1 Year
                  
                  
                  1-3
                    Years
                  
                  
                  4-5
                    Years
                  
                  
                  More Than 5
                    YearsLong
      Term Debt
                  
                  $
                  1,338,399
                  
                  
                  $
                  48,580
                  
                  
                  $
                  97,000
                  
                  
                  $
                  97,000
                  
                  
                  $
                  1,095,499Capital
      Lease Obligations
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Operating
      Leases
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Purchase
      Obligations
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Other
      Long Term DebtTOTAL
                  
                  $
                  1,338,399
                  
                  
                  $
                  43,580
                  
                  
                  $
                  97,000
                  
                  
                  $
                  97,000
                  
                  
                  $
                  1,095,499







ITEM
8.                FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA




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




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




None.




ITEM
9A.             CONTROLS
AND PROCEDURES




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




There
were no changes in the Company’s internal controls over financial reporting that
materially affected, or are reasonably likely to materially affect, the
Company’s internal control over financial reporting during the fiscal quarter
ended April 30, 2010.


-10-


ITEM
9B.             OTHER
INFORMATION




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


-11-


PART
III




ITEM
10.             DIRECTORS
AND EXECUTIVE OFFICERS OF THE COMPANY




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




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





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




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




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




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




Audit Committee Financial
Expert




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




Code of
Ethics




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




ITEM
11.             EXECUTIVE
COMPENSATION




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


-12-


SUMMARY COMPENSATION
TABLE




Name and Position
                    
                    Fiscal Year
                    
                    Salary (1)
                    
                    
                    Shares
                      Underlying
                      Stock Options
                      GrantAngelo
      Napolitano, Chief Executive Officer
                    
                    2010
                    
                    $
                    36,0002009
                    
                    $
                    43,000
                    
                    
                    
                    -2008
                    
                    $
                    36,000
                    
                    
                    
                    -


__________________


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





Options Granted in
2010




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





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




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





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





Management
Agreement




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


-13-


Compensation of
Directors




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


-14-




ITEM
12.             SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




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




Name and Address of
                        Beneficial Owner
                      
                      Amount
                        Beneficially
                        Owned
                      
                      
                      Percent
                        Of ClassAngelo
      Napolitano
                        1521
      N.W. 165th
      Street
                        Miami,
      FL  33169
                      
                      
                      3,148,594
                      (1)
                      
                      
                      63.0
                      %Elizabeth
      Schuldiner Revocable
                        Trust
      u/a 3/20/90 (2)
                        80
      West 12th
      Street
                        New
      York,  NY  10011
                      
                      
                      220,567
                      
                      
                      
                      7.4
                      %Walter
      P. Carucci (3)
                        Uncle
      Mills Partners (3)
                        Carr
      Securities Corp. (3)
                        14
      Vanderventer Avenue
                        Suite
      210
                        Port
      Washington, NY  11050
                      
                      
                      276,994
                      
                      
                      
                      9.3
                      %


________________


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




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




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




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


-15-





Name and Address of
                          Beneficial Owner
                        
                        Amount
                          Beneficially
                          Owned (1)
                        
                        
                        Percent
                          Of ClassAngelo
      Napolitano
                          1521
      N.W. 165th
      Street
                          Miami,
      FL  33169
                        
                        
                        3,148,594
                        (2)
                        
                        
                        63.0
                        %(2)


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




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


-16-




ITEM
13.             CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS




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




ITEM
14.             PRINCIPAL
ACCOUNTANT FEES AND SERVICES.




Larry
Wolfe, CPA performed the review of each of the Company’s quarterly reports for
the 2009 fiscal year and the audit of the Company’s financial statements for the
year ended April 30, 2009.




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





Fiscal 2010
                  
                  
                  Fiscal 2009Fees
      billed by Larry Wolfe, CPAAudit
      Fees (1)
                  
                  $
                  11,250
                  
                  
                  $
                  11,250Audit
      Related Fees (2)
                  
                  
                  4,400
                  
                  
                  
                  4,000Tax
      Fees(3)
                  
                  
                  750
                  
                  
                  
                  750All
      Other Fees (4)
                  
                  
                  —
                  
                  
                  
                  —Total
                  
                  $
                  16,400
                  
                  
                  $
                  16,000





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




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




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




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




-17-




PART
IV




ITEM
15.             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, 2010 and 2009
  Statements
of Operations for Years ended April 30, 2010 and 2009.


Statements
of Changes in Shareholders Equity (Deficiency) for Years ended April 30, 2009
and 2008


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


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




(c)
            Exhibits




3.1
                                  
                                  Articles
      of Incorporation
                                  
                                  (Note
      1)3.2
                                  
                                  Articles
      of Amendment
                                  
                                  (Note
      2)3.3
                                  
                                  By-laws
                                  
                                  (Note
      1)3.4
                                  
                                  Amendment
      to By-laws – Indemnification
                                  
                                  (Note
      1)3.5
                                  
                                  Amendment
      to By-laws —Control Share Acquisitions
                                  
                                  (Note
      3)10.1
                                  
                                  Indemnification
      Agreement with Directors
                                  
                                  (Note
      4)10.2*
                                  
                                  Amended
      and Restated Stock Option Agreement dated February 22,
201014.1
                                  
                                  Code
      of Ethics
                                  
                                  (Note
      5)31.1*
                                  
                                  Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Rule
      13a-14(a)32.1*
                                  
                                  Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted by Section 906 of Sarbanes-Oxley Act of
      2002Note
      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-KSB filed with the Commission for the fiscal
      year ended April 30, 2004.(*)
                                  
                                  Filed
      as part of this
report


-18-


(d)
            Reports
      on Form 8-K




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


-19-


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 January 10, 2011.





MILLER
      INDUSTRIES, INC./s/  Angelo
      NapolitanoBy:
              Angelo
      Napolitano, PresidentAnd
      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 January 10,
2011.





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




-20-





INDEPENDENT
AUDITOR’S REPORT





Shareholders
and Board of Directors


Miller
Industries, Inc.


Miami,
Florida





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





I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that I plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor was I engaged to perform, an audit of its
internal control over financial reporting.  My audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the company’s
internal control over financial reporting.  Accordingly, I express no
such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  I believe that my audits provide a reasonable basis for
my opinion.





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





/s/  Larry
  WolfeLARRY
      WOLFECertified
      Public Accountant




Miami,
Florida


October
12, 2010




F-1


MILLER
INDUSTRIES, INC.


BALANCE
SHEET


APRIL 30, 2010 AND
2009





ASSETS




2010
                                
                                
                                2009Investment
      Property:Land
                                
                                $
                                161,443
                                
                                
                                $
                                161,443Building
      and Improvements
                                
                                
                                1,049,908
                                
                                
                                
                                1,049,908Machinery
      and Equipment
                                
                                
                                11,106
                                
                                
                                
                                11,106Furniture
      and Fixtures
                                
                                
                                10,251
                                
                                
                                
                                10,251Total
      Cost
                                
                                
                                1,232,708
                                
                                
                                $
                                1,232,708Less
      Accumulated Depreciation
                                
                                
                                876,541
                                
                                
                                
                                860,467Net
      Book Value
                                
                                $
                                356,167
                                
                                
                                $
                                372,241Other
      Assets:Cash
      and Cash Equivalents
                                
                                
                                1,512,525
                                
                                
                                
                                1,477,521Accounts Receivable
      (Less Allowance for Doubtful Accounts of $ 6,942 in 2010 and $15,000 in
      2009)
                                
                                
                                —
                                
                                
                                
                                10,561Prepaid Expenses and
      Other Assets
                                
                                
                                14,854
                                
                                
                                
                                2,095Deferred
      Lease Incentive (Net of Accumulated Amortization - $31,020 in 2010 and $
      53,403 in 2009)
                                
                                
                                20,768
                                
                                
                                
                                4,195Loan
      Costs, Less Accumulated Amortization of $447 and $25,030 in 2009,
      respectively
                                
                                
                                10,288
                                
                                
                                
                                1,318Deferred
      Tax Assets
                                
                                
                                114,500
                                
                                
                                
                                11,000Total
      Other Assets
                                
                                
                                1,672,935
                                
                                
                                $
                                1,506,690TOTAL
      ASSETS
                                
                                $
                                2,029,102
                                
                                
                                $
                                1,878,931




F-2




LIABILITIES AND
SHAREHOLDERS’ EQUITY (DEFICIENCY)




2010
                                
                                
                                2009Liabilities:Mortgage
      and Notes Payable
                                
                                $
                                1,338,399
                                
                                
                                $
                                1,394,343Accounts
      Payable and Accrued Expenses
                                
                                
                                403,5450
                                
                                
                                
                                428,301Tenant’s
      Deposits and Advance Rent
                                
                                
                                70,423
                                
                                
                                
                                72,640Total
      Liabilities
                                
                                $
                                1,812,367
                                
                                
                                $
                                1,895,284Shareholders’
      Deficiency:Common Stock - $.05
      Par, 5000 shares authorized:2,982,662 shares
      issued and Outstanding
                                
                                $
                                149,133
                                
                                
                                $
                                149,133Paid-In
      Capital
                                
                                
                                1,191,929
                                
                                
                                
                                1,191,929Deficit
                                
                                
                                (1,124,327
                                )
                                
                                
                                (1,357,415
                                )Total
      Shareholders’ Equity (Deficiency)
                                
                                
                                216,735
                                
                                
                                
                                (16,353
                                )TOTAL
      LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENCY)
                                
                                $
                                2,029,102
                                
                                
                                $
                                1,878,931




See
Accompanying Notes to Financial Statements.


F-3


MILLER INDUSTRIES,
INC.


STATEMENT OF
OPERATIONS


YEARS ENDED APRIL 30, 2010
AND 2009





2010
                        
                        
                        2009Revenues:Rental
      Income
                        
                        $
                        373,042
                        
                        
                        $
                        480,742Hardware
      Sales (Net)
                        
                        
                        223
                        
                        
                        
                        501Other
      Income
                        
                        $
                        6,604
                        
                        
                        $
                        21,741Total Revenues
                        
                        $
                        379,869
                        
                        
                        $
                        502,748Expenses:Rental
      Expenses (Except Interest)
                        
                        
                        149,856
                        
                        
                        
                        239,748Administrative
                        
                        
                        55,024
                        
                        
                        
                        48,293Interest
                        
                        
                        45,401
                        
                        
                        
                        78,554Total Expenses
                        
                        $
                        250,281
                        
                        
                        $
                        366,595Income Before Tax
      Provision
                        
                        $
                        129,588
                        
                        
                        $
                        136,389Provision (Benefit)
      for Income Tax:Federal
      Income Tax
                        
                        $
                        31,117
                        
                        
                        $
                        33,624State
      Income Tax
                        
                        
                        6,852
                        
                        
                        
                        7,226Provision
      for Income Tax Before Realization of Prior Years’ Tax
    Benefit
                        
                        $
                        37,969
                        
                        
                        $
                        40,850Tax
      Benefits of Net Operating Loss Carryforward – Change in Valuation
      Allowance
                        
                        
                        (141,469
                        )
                        
                        
                        131,150Total
      Provision (Credit) for Income Tax (net of   Tax Benefits)
      and Change in ValuationAllowance
                        
                        $
                        (103,550
                        )
                        
                        $
                        172,000Net
      Income (Loss)
                        
                        $
                        233,088
                        
                        
                        $
                        (35,611
                        )Income
      (Loss) per Common Share
                        
                        $
                        .08
                        
                        
                        $
                        (.01
                        )Weighted
      Average Shares of Common Stock Outstanding (Basic and
    Diluted)
                        
                        
                        2,982,662
                        
                        
                        
                        2,982,662


See
Accompanying Notes to Financial Statements.


F-4


MILLER INDUSTRIES,
INC.


STATEMENT OF CASH
FLOWS


YEARS ENDED APRIL 30, 2010
AND 2009




2010
                              
                              
                              2009Cash Flows from
      Operating Activities:Net
      Income (Loss)
                              
                              $
                              233,088
                              
                              
                              $
                              (35,611
                              )Adjustments
      to Reconcile Net Income to Net Cash Provided by (used for) Operating
      Activities:Depreciation
                              
                              
                              16,074
                              
                              
                              
                              16,927Amortization
                              
                              
                              6,774
                              
                              
                              
                              14,304Deferred
      Tax Asset Valuation Adjustment
                              
                              
                              (103,500
                              )
                              
                              
                              172,000Bad
      Debt Provision
                              
                              
                              (8,058
                              
                              
                              
                              10,027Loss
      on Deferred Lease Incentives
                              
                              
                              —
                              
                              
                              
                              6,934Changes
      in Operating Assets and Liabilities:(Increase)
      Decrease in Accounts Receivable
                              
                              
                              18,619
                              
                              
                              
                              3,964(Increase)
      Decrease in Deferred Rent Receivable
                              
                              
                              —
                              
                              
                              
                              6,165(Increase)
      Decrease in Prepaid Expenses and Other
                              
                              
                              (12,759
                              )
                              
                              
                              7,374Increase
      (Decrease) in Accounts Payable and Accruals
                              
                              
                              (24,756
                              )
                              
                              
                              9,099Increase
      (Decrease) in Tenant Deposits and Advances
                              
                              
                              (2,217
                              )
                              
                              
                              2,900Net
      Cash Provided by Operating Activities
                              
                              $
                              123,265
                              
                              
                              $
                              214,173Cash
      Flows from Investing Activities:Acquisition
      of Property, Equipment and Intangible
                              
                              $
                              (32,317
                              )
                              
                              $
                              —Net
      Cash (used by) Investing Activities
                              
                              $
                              (32,317
                              )
                              
                              $
                              —Cash Flows from
      Financing Activities:Principal
      Payments Under Borrowings
                              
                              $
                              (55,944
                              )
                              
                              $
                              (55,602
                              )Proceeds
      from Borrowings
                              
                              $
                              —
                              
                              
                              $
                              —Net Cash Provided by (used by)
      Financing Activities
                              
                              $
                              (55,944
                              )
                              
                              $
                              (55,602
                              )Net Increase in Cash and Cash
      Equivalents
                              
                              $
                              35,004
                              
                              
                              $
                              158,571Cash and Cash Equivalents at the Beginning of
      the year
                              
                              $
                              1,477,521
                              
                              
                              $
                              1,318,950Cash and Cash Equivalents at the End of the
      Year
                              
                              $
                              1,512,525
                              
                              
                              $
                              1,477,521Additional
      Cash Flow Information:Cash
      Payments During the YearInterest
                              
                              $
                              46,288
                              
                              
                              $
                              80,733Income
      Taxes
                              
                              $
                              —
                              
                              
                              $
                              —




See
Accompanying Notes to Financial Statements.


F-5




MILLER INDUSTRIES,
INC.


STATEMENT OF SHAREHOLDERS’
EQUITY (DEFICIENCY)


YEARS ENDED APRIL 30, 2010
AND 2009




Common
      StockShares
                                        Issued
                                      
                                      
                                      Additional
                                        Amount
                                      
                                      
                                      Paid-In
                                        Capital
                                      
                                      
                                      (Deficit)
                                      
                                      
                                      TotalBalance
      at April 30, 2008
                                      
                                      
                                      2,982,662
                                      
                                      
                                      $
                                      149,133
                                      
                                      
                                      $
                                      1,191,929
                                      
                                      
                                      $
                                      (1,321,804
                                      )
                                      
                                      $
                                      19,258Net
      (Loss) - 2009
                                      
                                      —
                                      
                                      
                                      —
                                      
                                      
                                      —
                                      
                                      
                                      
                                      (36,611
                                      )
                                      
                                      
                                      (36,611
                                      )Balance
      at April 30, 2009
                                      
                                      
                                      2,982,662
                                      
                                      
                                      $
                                      $149,133
                                      
                                      
                                      $
                                      1,191,929
                                      
                                      
                                      $
                                      (1,357,415
                                      )
                                      
                                      $
                                      (16,353
                                      )Net
      Income – 2010
                                      
                                      —
                                      
                                      
                                      —
                                      
                                      
                                      —
                                      
                                      
                                      
                                      233,088
                                      
                                      
                                      
                                      233,088Balance
      at April 30, 2009
                                      
                                      
                                      2,982,662
                                      
                                      
                                      $
                                      149,133
                                      
                                      
                                      
                                      1,191,929
                                      
                                      
                                      $
                                      (1,124,327
                                      )
                                      
                                      
                                      216,735




See
Accompanying Notes to Financial Statements.


F-6




MILLER INDUSTRIES,
INC.


NOTES TO FINANCIAL
STATEMENTS


APRIL 30,
2010  AND  2009





NOTE A - Summary of
Significant Accounting Policies





1.
            Nature
      of Business -





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





2.
            Real
      Property-





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





Building
      and Improvements
                10
      to 30 yearsMachinery
      and Equipment
                7
      yearsFurniture
      and Fixtures
                7
      years





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





3.
            Deferred
      Costs-





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





4.
            Income
      Taxes -





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


F-7




Miller
Industries, Inc.
 Notes to
Financial Statements


5.
            Earnings
      Per Share-





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




6.
            Cash
      and Cash Equivalents–





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




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





7.
            Financial
      Instruments-





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





8.
            Concentrations-





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




9.
            Revenue
      Recognition-





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




10.
            Environmental
      Cleanup Matters-





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





F-8
 
  Miller
Industries, Inc.
 Notes to
Financial Statements


11.
            Use
      of Estimates-





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





12.
            Comprehensive
      Income-





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





13.
            Long-Lived
      Assets-





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




F-9


Miller
Industries, Inc.
 Notes to
Financial Statements




14.
            Segments-





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





15.
            Derivative
      Instruments-





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




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




16.
            Stock-Based
      Compensation-





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




F-10




Miller
Industries, Inc.
 Notes to
Financial Statements




17.
            Pensions
      and Other Post-Retirement Benefits-





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




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




18.
            Advertising
      Costs-




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




19.
            Business
      Concentrations–





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




20.
              Accounting
      Changes and Error Corrections-




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




F-11




Miller
Industries, Inc.
 Notes to
Financial Statements


21.
              Tenant’s
      Security Deposits –




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




22.
            Fair
      Value Measurements -




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




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




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




F-12




Miller
Industries, Inc.
 Notes to
Financial Statements




NOTE
B - Mortgage Payable




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




2010
                
                
                20091⁄2
      of 1% under base rate of Lender, 10-year note payable, collateralized by
      mortgage on land and building improvements, personal property, collateral
      assignment of all rents and leases, along with the personal guaranty of
      the Company’s Chairman of the Board to 50% of all sums due under the
      loan.  In addition, the guarantor shall indemnify lender from
      any and all liability which may result from the environmental condition of
      the property.  The note is payable in monthly installments of
      $3,715 (and accrued interest) with a final payment of approximately
      $911,174 due November, 2019
                
                $
                1,338,399
                
                
                $
                1,394,343





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





Fiscal Year Ending2011
                  
                  
                  48,5802012
                  
                  
                  48,5802013
                  
                  
                  48,5802014
                  
                  
                  48,5802015
                  
                  
                  48,580Thereafter
                  
                  $
                  1,115,499Total
                  
                  $
                  1,388,399




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




F-13




Miller
Industries, Inc.
 Notes to
Financial Statements




NOTE
C – Income Taxes




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




2010
                  
                  
                  2009Current
                  
                  $
                  27,066
                  
                  
                  $
                  42,423Deferred
                  
                  
                  10,903
                  
                  
                  
                  (1,573
                  )Tax
      Benefit of Net Operating Loss Carryforward and Addition to Valuation
      Allowance
                  
                  
                  (141,469
                  )
                  
                  
                  131,150Total
                  
                  $
                  (103,500
                  )
                  
                  $
                  172,000




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




2010
                  
                  
                  2009Properties
      and Equipment principally due
    to   depreciation
                  
                  $
                  52,566
                  
                  
                  $
                  59,296Compensation
      – Value of Stock Option  granted
                  
                  
                  24,599
                  
                  
                  
                  24,599Provision
      for Bad Debts
                  
                  
                  2,610
                  
                  
                  
                  5,640Net
      operating loss carry forward (Net of $347,747 expired in
    2007)
                  
                  $
                  38,875
                  
                  
                  
                  87,600Total
      gross deferred tax assets
                  
                  
                  118,650
                  
                  
                  $
                  177,135Less:  Valuation
      Allowance
                  
                  
                  4,150
                  
                  
                  
                  166,135Net
      Deferred Tax Asset
                  
                  $
                  114,500
                  
                  
                  $
                  11,000




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




F-14




Miller
Industries, Inc.
 Notes to
Financial Statements


2018
                        
                        $
                        103,2502019
                        
                        
                        2002013
                        
                        
                        105,3002019
                        
                        
                        200Total
                        
                        $
                        103,400





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





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





2010
                      
                      
                      2009Percent of
                        Pre-Tax Income
                      
                      
                      Percent of
                        Pre-Tax IncomeAmount
                      
                      
                      Income
                      
                      
                      Amount
                      
                      
                      IncomeIncome
      before Provision for Income Taxes
                      
                      $
                      125,588
                      
                      
                      
                      100
                      %
                      
                      $
                      136,389
                      
                      
                      
                      100
                      %Computed
      Expected Tax Expense
                      
                      
                      44,060
                      
                      
                      
                      34
                      %
                      
                      
                      46,372
                      
                      
                      
                      34
                      %Federal
      Tax (Benefit) of State Income Tax
                      
                      
                      (2,330
                      )
                      
                      
                      (2
                      )%
                      
                      
                      (2,457
                      )
                      
                      
                      (2
                      )%Sur
      Tax Exemption
                      
                      
                      (10,613
                      )
                      
                      
                      (8
                      )%
                      
                      
                      (10,291
                      )
                      
                      
                      (7
                      )%Federal
      Tax Before Tax Benefits
                      
                      $
                      31,117
                      
                      
                      
                      24
                      %
                      
                      $
                      33,624
                      
                      
                      
                      25
                      %Tax
      Benefits of Net Operating Loss Carryforwards – Change in Valuation
      Allowance
                      
                      
                      (119,506
                      )
                      
                      
                      (92
                      )%
                      
                      
                      113,376
                      
                      
                      
                      86
                      %Actual
      Federal Tax (Benefits)
                      
                      $
                      (88,389
                      )
                      
                      
                      (68
                      %)
                      
                      $
                      147,000
                      
                      
                      
                      108
                      %




NOTE
D - Rental Income





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





F-15
 
  Miller
Industries, Inc.
 Notes to
Financial Statements


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





2011
                  
                  $
                  373,2342012
                  
                  $
                  373,5242013
                  
                  $
                  288,7562014
                  
                  $
                  190,171





NOTE
E - (Rental Expenses (Except for Interest)




Rental expenses consisted
of:




2010
                  
                  
                  2009Bad
      Debt- Provision
                  
                  $
                  (8,058
                  )
                  
                  $
                  10,027Commissions
      and Consulting
                  
                  
                  1,139
                  
                  
                  
                  3,682Depreciation
      and Amortization
                  
                  
                  22,849
                  
                  
                  
                  31,231Insurance
                  
                  
                  21,673
                  
                  
                  
                  25,125Loss
      on Deferred Lease Incentives
                  
                  
                  -
                  
                  
                  
                  6,934Management
      Fees
                  
                  
                  36,000
                  
                  
                  
                  43,000Outside
      Services
                  
                  
                  3,538
                  
                  
                  
                  2,399Repairs
      and Maintenance
                  
                  
                  9,537
                  
                  
                  
                  8,656Utilities
                  
                  
                  4,309
                  
                  
                  
                  2,518Taxes
                  
                  
                  58,869
                  
                  
                  
                  106,176Totals
                  
                  $
                  149,856
                  
                  
                  $
                  239,748




NOTE
F - Administrative Expenses




Administrative
expenses consisted of:




2010
                  
                  
                  2009Accounting
      and Legal
                  
                  $
                  26,654
                  
                  
                  $
                  22,474Office
      Supplies/Postage/Other
                  
                  
                  1,053
                  
                  
                  
                  542Stockholders’
      Expenses
                  
                  
                  26,273
                  
                  
                  
                  24,309Telephone
                  
                  
                  1,044
                  
                  
                  
                  968Totals
                  
                  $
                  55,024
                  
                  
                  $
                  48,293




F-16




Miller
Industries, Inc.
 Notes to
Financial Statements




NOTE
G - Related Party Transactions




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


F-17




Miller
Industries, Inc.
 Notes to
Financial Statements


NOTE
H – Stock Option Agreement




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





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




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




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





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




2010Stock
      Price
                  
                  $
                  .04Strike
      Price
                  
                  $
                  .06Expected
      Life
                  
                  5.17
      YearsRisk-Free
      Interest Rate
                  
                  
                  3.78
                  %Volatility
                  
                  
                  44.6
                  %





F-18
 
  Miller
Industries, Inc.
 Notes to
Financial Statements


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





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





2010
                    
                    
                    2009Shares
                    
                    
                    Exercise
                    
                    
                    Shares
                    
                    
                    ExciseSubject
                    
                    
                    Price
      Per
                    
                    
                    Subject
                    
                    
                    Price
      PerTo Option
                    
                    
                    Share
                    
                    
                    To Option
                    
                    
                    ShareOutstanding,
      May 1
                    
                    
                    2,017,338
                    
                    
                    $
                    .18
                    
                    
                    
                    2,017,338
                    
                    
                    $
                    .18Granted
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Modification
                    
                    
                    
                    
                    
                    
                    (.12
                    )
                    
                    
                    -
                    
                    
                    
                    -Exercised
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Cancelled
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Outstanding/Exercisable,April
      30
                    
                    
                    2,017,338
                    
                    
                    $
                    .06
                    
                    
                    
                    2,017,338
                    
                    
                    $
                    .18




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





Options Outstanding/
      ExercisableNumber
                                
                                
                                AverageOutstanding
                                
                                
                                RemainingExercise Price
                                
                                
                                At 4/30/10
                                
                                
                                Life$
                                .06
                                
                                
                                
                                2,017,338
                                
                                
                                
                                5.2




NOTE
I – Other Matters, and Subsequent Events




Subsequent events were evaluated
through October 1, 2010




F-19