SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC  20549




FORM
10-KSB




ANNUAL
REPORT UNDER SECTION 13 OR 15(D) OF THE


SECURITIES
EXCHANGE ACT OF 1934




For the
fiscal year ended April 30, 2008




Commission
File No. 1-5926




MILLER INDUSTRIES, INC.(Name of Small Business Issuer in its Charter)Florida
                                              
                                              59-0996356(State or Other Jurisdiction of
                                                (Incorporation or Organization)
                                              
                                              (I.R.S.
      Employer
                                                Identification
      No.)16295 N.W. 13th Ave., Miami,  Florida  33169(Address of Principal Executive Offices)(305) 621-0501(Issuer’s Telephone Number, Including Area Code)





Securities
registered under Section 12(b)


of the
Exchange Act: None


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





Common Stock, $.05 Par Value(Title of Class)





Check
whether the issuer: (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for past 90 days.


Yes xNo
 ̈


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





State
issuer’s revenues for its most recent fiscal
year:  $573,000.


As of
April 30, 2008, the registrant had 2,982,662 outstanding shares of common stock,
$.05 par value.





The
aggregate market value of the common stock of the registrant held by
non-affiliates (based on the average of the closing bid and asked prices of the
common stock in the over-the-counter market as of November 14, 2008) was
approximately $335,549.





PART
I




FORWARD
LOOKING STATEMENTS




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




ITEM
1. BUSINESS




General




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




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




Employees




The
Company had no employees during the 20087 and 2007 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, 2008, the building was subject to an outstanding first mortgage in favor of
a commercial bank with a principal balance of approximately
$1,450,000.  The loan accrues interest at prime less 1/2% and is
payable in monthly installments of $12,608, with a balloon payment of $1,377,000
due October 2009.  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 $5.00 per square foot to approximately $7.50 per square
foot and the occupancy rate in the area is approximately 80%.




During
2008, the Company leased its building to three tenants.  As of April
30, 2008, the future minimum rental income under these leases, excluding cost of
living adjustments, was as follows:




2009
                  
                  $
                  493,8162010
                  
                  $
                  375,721Thereafter
                  
                  $
                  99,029





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 2008 were
approximately $82,000.




Business
Plan




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


-3-




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.




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




Gold Coast
Oil




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




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




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


-4-




ITEM
4. SUBMISSION OF MATTERS
TO VOTE OF SECURITY HOLDERS




Not
applicable.


-5-


PART
II




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




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




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





FYE
                  
                  CLOSING
      BID2007
                  
                  HIGH
                  
                  
                  LOW5/1/06  -  7/31/06
                  
                  $
                  .15
                  
                  
                  $
                  .068/1/06  -  10/31/06
                  
                  $
                  .20
                  
                  
                  $
                  .0811/1/07  -  1/31/07
                  
                  $
                  .08
                  
                  
                  $
                  .082/01/07  -  4/30/07
                  
                  $
                  .08
                  
                  
                  $
                  .08





FYE
                  
                  CLOSING
      BID2008
                  
                  HIGH
                  
                  
                  LOW5/1/07  -  7/31/07
                  
                  $
                  .08
                  
                  
                  $
                  .088/1/07  -  10/31/07
                  
                  $
                  .19
                  
                  
                  $
                  .0811/1/07  -  1/31/08
                  
                  $
                  .10
                  
                  
                  $
                  .062/01/08  -  4/30/08
                  
                  $
                  .06
                  
                  
                  $
                  .06





As of
November 15, 2008, there were approximately 475 holders of record of the
Company’s common stock.




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


-6-




Equity
Compensation Plan Information





The following table presents
information regarding the Company’s equity compensation plans at April 30,
2008:





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
                      
                      
                      $
                      0.18
                      
                      
                      
                      -Total
                      
                      2,017,338 shares
                      
                      
                      $
                      0.18
                      
                      
                      
                      -




(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 has the right to purchase up to 2,017,338 shares of the Company’s
common stock at a price of $0.18 per share.  The options may be
exercised at any time during the ten year term of the options.


-7-




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




Results
of Operations (2008 compared to 2007)




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 2008 was $527,000, compared
with $491,000 in 2007.  The increase in rental income was due to a
higher level of occupancy at the building.




Hardware
Sales




The
Company receives revenue from the sale of replacement parts for the sliding
glass doors and windows formerly manufactured by the Company.  These
sales were $19,000 in 2007 compared to $2,000 in 2008.  The sales
decrease was due to a decrease in demand for replacement parts.




Other
Income




The
Company generated other income of $44,000 in 2008, compared to $42,000 in
2007.  Other income in 2007 and 2006 principally consisted of interest
income.




Rental Expense (Excluding
Interest)




The
Company incurs rental expense in connection with the leasing of its
building.  These expenses consist of management fees, insurance, real
estate taxes, depreciation and amortization, insurance, maintenance and repairs,
utility costs and outside services.  Rental expenses were $194,000 in
2008 and $235,000 in 2007.  The principal components were management
fees ($36,000 in both 2008 and in 2007), taxes ($82,000 in 2008 and $90,000 in
2007), depreciation and amortization ($33,000 in 2008 and 27,000 in 2007),
repairs and maintenance ($11,000 in 2008 and $34,000 in 2007) and insurance
($32,000 in 2008 and $27,000 in 2007).




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 2008 and $14,000 in
2007.




Administrative
Expenses




The
Company’s administrative expenses were $51,000 in 2008, compared to $45,000 in
2007.


-8-




Interest
Expense




The
Company pays interest on the mortgage loan on its building.  Interest
expense on the loan was $110,000 in 2008 compared to $107,000 in
2007.  The increase was attributable to an increase in the prime rate,
which increased the interest on the Company’s mortgage loan.




Provision for Income
Taxes




The
provision for taxes (before realization of prior years’ tax benefits) was
$75,000 in 2008 and $48,000 in 2007.




Net
Income




As a
result of the foregoing factors, the Company had net income of $230,000 in 2008,
compared to $153,000 in 2007.




Liquidity and Capital
Resources




The
Company’s cash increased by $244,000 during fiscal year 2008 compared with an
increase of approximately $135,000 during fiscal year 2007.  The
increase in 2008 in cash was primarily due to positive cash flow from
operations.  As of April 30, 2008, the Company’s cash position was
approximately $1,319,000.




At April
30, 2008, the Company’s principal financing consisted of a loan with a principal
balance of $1,450,000 from a third party lender, secured by a lien on the
Company’s building.  The loan bears interest at prime less
1/2%.  It is payable $12,600 per month, with a balloon payment October
2009 in the approximate amount of $1,377,000.  The note is
collateralized by the Company’s land and building,along with the personal
guaranty of the Company’s Chairman of the Board in the amount of 50% of the
mortgage balance.




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




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




·
            The
      Company is obligated to make payments under its existing mortgage
      loan.  At April 30, 2008, the outstanding balance of the loan
      was $1,450,000.  The loan bears interest at prime less
      1/2%.  The loan is repayable in monthly installments of
      approximately $12,600, with a balloon payment of approximately $1,382,000
      due in October 2009.




·
            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, 2008 were
      $317,000, all of which are payable upon the demand of
    Harnap.




-9-




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.




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




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




Critical Accounting
Policies




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




The
discussion and analysis of the Company’s financial condition and results of
operations are based upon its financial statements, the preparation of which
takes into account estimates based on judgments and assumptions that affect
certain amounts and disclosures.  Accordingly, actual results could
differ from these estimates.  The accounting policies and estimates
used and outlined in Note 1 to the Company’s financial statements, which are
presented elsewhere in this Form 10-KSB, have been applied consistently as at
April 30, 2008 and 2007, and for the years ended April 30, 2008 and
2007.  The Company’s representatives who are involved in the
preparation of its financial statements and this report believe that the
following accounting policies represent the Company’s critical accounting
policies:




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


-10-




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




Off-Balance Sheet
Arrangements and Aggregate Contractual Obligations




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




The
following is a summary of the Company’s contractual obligations, including
certain on-balance sheet obligations, at April 30, 2008:




Payments Due by PeriodContractual Obligations
                                  
                                  Total
                                  
                                  
                                  Less Than
                                    1 Year
                                  
                                  
                                  1-3
                                    Years
                                  
                                  
                                  4-5
                                    Years
                                  
                                  
                                  More Than 5
                                    YearsLong
      Term Debt
                                  
                                  $
                                  1,450,000
                                  
                                  
                                  $
                                  1,450,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Capital
      Lease Obligations
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Operating
      Leases
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Purchase
      Obligations
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Other
      Long Term DebtTOTAL
                                  
                                  $
                                  1,450,000
                                  
                                  
                                  $
                                  1,450,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -




ITEM
7. FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA




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




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




None.




ITEM
8A          CONTROLS AND
PROCEDURES




In
connection with the filing of this Form 10-KSB, 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, 2008.  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, 2008.




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, 2008.


-11-


PART
III




ITEM
9. DIRECTORS AND
EXECUTIVE OFFICERS OF THE COMPANY




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




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




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




Based
solely upon a review of Forms 3, 4 and 5 furnished to the Company, all of the
Company’s directors have filed reports on a timely basis.




Audit Committee Financial
Expert




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




Code of
Ethics




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




ITEM
10.         EXECUTIVE
COMPENSATION




The
following table sets forth information regarding the compensation paid by the
Company to the Company’s chief executive officer. None of the Company’s officers
in fiscal 2008 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
                    
                    2008
                    
                    $
                    36,000
                    
                    
                    
                    -2007
                    
                    $
                    36,000
                    
                    
                    
                    -2006
                    
                    $
                    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
2008




No stock
options were granted by the Company in the 2008 fiscal year.





Aggregate Option Exercises
in 2007 and Fiscal Year-End Option Values




The
following table sets forth information with respect to the exercise of options
in the 2008 fiscal year and the value of unexercised options held as of the end
of the 2007 fiscal year held by the executive officer listed above.




Shares
                          Acquired on
                          Exercise (#)
                        
                        
                        Value
                          Realized
                          ($)
                        
                        
                        Number of
                          Securities
                          Underlying
                          Unexercised
                          Options at
                          4/30/08
                        
                        
                        Value of
                          Unexercised In-the-Money Options at
                          4/30/08 ($)Name
                        
                        
                        
                        
                        
                        
                        
                        Exercisable/
                          Unexercisable
                        
                        
                        Exercisable/
                          UnexercisableAngelo Napolitano
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        2,017,338 / 0
                        
                        
                        
                        N/A





Management
Agreement




In
October 1992, the Company agreed to pay Harnap Corp. a monthly management fee of
$3,000. Harnap Corp. is owned and controlled by Angelo Napolitano, the Company’s
Chief Executive Officer and Chairman of the Board.  As of April 30,
2008, accrued management fees totaled $317,000.


-13-




Compensation of
Directors




No
amounts were paid to directors during the 2008 fiscal year for services as
directors.




Stock
Options




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 has
the right to purchase up to 2,017,338 shares of the Company’s common stock at a
price of $0.18 per share.  The options may be exercised at any time
during the ten year term of the options.


-14-




ITEM
11.         SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




To the
knowledge of management, as of November 1, 2008, the following persons
beneficially owned 5% or more of the common stock of the Company:




Name and Address of
                      Beneficial Owner
                    
                    Amount
                      Beneficial Owner
                    
                    
                    Percent
                      Of 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
                    
                    
                    182,967
                    
                    
                    
                    3.7
                    %Walter P. Carucci (3)
                      Carucci Family Partners (3)
                      Carr Securities Corp. (3)
                      One Penn Plaza
                      New York,  NY  10119
                    
                    
                    236,417
                    
                    
                    
                    4.7
                    %





(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, as of September 8, 2000, in a Schedule 13G filed with
the Securities and Exchange Commission (“SEC”).  Elizabeth Schuldiner
Revocable Trust has sole voting and investment power with respect to the
shares.




(3)           Based
on information disclosed, as of August 31, 2000, in a Schedule 13G filed with
the SEC.  Walter P. Carucci, Carucci Family Partners and Carr
Securities Corp. have identified themselves as a “group” as that term is used in
the Securities Exchange Act of 1934, as amended.  Walter P. Carucci
has sole voting and investment power with respect to 76,000
shares.  Carucci Family Partners has sole and investment power with
respect to 147,450 shares.  Carr Securities Corp. has sole and
investment power with respect to 12,967 shares.  There is no shared
voting and investment power among Walter P. Carucci, Carucci Family Partners and
Carr Securities Corp. with respect to the shares.




-15-




The
shares of common stock beneficially owned by the Company’s sole director and
executive officer as of April 30, 2008 were as follows:




Name and Address of
                      Beneficial Owner
                    
                    Amount
                      Beneficial Owner (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
12.         CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS




The
Company has entered into a brokerage agreement with Napolitano Realty
Corporation (“NRC”) with respect to the lease of the Company’s
building.  The President of NRC is the son of Mr. Angelo Napolitano,
the Company’s President and Chairman of the Board.  The agreement
provides for a 6% commission to be paid to NRC on sales or lease proceeds
received by the Company.  No commissions were paid under this
agreement for the 2008 fiscal year.


-17-


PART
IV




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




(a)
            Financial
      Statements




Report of
Independent Certified Public Accountants
  Balance
Sheets As of April 30, 2008 and 2007
  Statements
of Operations and (Deficit) for Years ended April 30, 2008 and 2007.


Statements
of Changes in Shareholders (Deficiency) for Years ended April 30, 2008 and
2007


Statements
of Cash Flows for Years ended April 30, 2008 and 2007
  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,
      Restated and Consolidated Promissory Note dated October 13, 1999 made by
      Miller Industries, Inc. in favor of City National Bank of
      Florida
                  (Note 5)14.1
                  Code
      of Ethics
                  (Note 6)31.1*
                  Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Rule
      13a-14(a)32.1*
                  Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted by Section 906 of Sarbanes-Oxley Act of
      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.




-18-





Note 4
              Incorporated
      by reference from the Form 10-K filed with the Commission for the year
      ended April 30, 1990.Note 5
              Incorporated
      by reference from the Form 10-K filed with the Commission for the fiscal
      year ended April 30, 1999.Note 6
              Incorporated
      by reference from the Form 10-K filed with the Commission for the fiscal
      year ended April 30, 2004.(*)
              Filed
      as part of this report





(d)
            Reports
      on Form 8-K




There
were no reports on Form 8-K for the three months ended April 30,
2008.




ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.




Larry
Wolfe, CPA performed the review of each of the Company’s quarterly reports for
the 2008 fiscal year and the audit of the Company’s financial statements for the
year ended April 30, 2008.




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





Fiscal 2007
                    
                    
                    Fiscal 2008Fees
      billed by Larry Wolfe, CPAAudit
      Fees(1)
                    
                    $
                    10,200
                    
                    
                    $
                    10,500Audit
      Related Fees (2)
                    
                    
                    3,090
                    
                    
                    
                    3,133Tax
      Fees(3)
                    
                    
                    500
                    
                    
                    
                    500All
      Other Fees (4)
                    
                    
                    
                    
                    
                    —Total
                    
                    $
                    13,790
                    
                    
                    $
                    14,133





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




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




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




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




-19-


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 December 15, 2008.





MILLER INDUSTRIES, INC./s/  Angelo NapolitanoBy:
            Angelo Napolitano, President
              And Chief Executive Officer





In accordance with the Exchange Act,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on December 15,
2008.





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, 2008 and 2007, and the related statements of operations, shareholders’
deficiency, and cash flows for each of the two years in the period ended April
30, 2008.  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.  Our 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, 2008 and 2007 and the results of its operations and its cash flows for each
of the two years in the period ended April 30, 2008, in conformity with
accounting principles generally accepted in the United States of
America.




/s/ Larry WolfeLARRY WOLFECertified Public Accountant


Miami,
Florida


August
20, 2008


F-1


MILLER
INDUSTRIES, INC.


BALANCE
SHEET


APRIL 30,
2008 AND 2007




2008
                                  
                                  
                                  2007ASSETSInvestment
      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
                                  
                                  
                                  843,540
                                  
                                  
                                  
                                  826,613Net
      Book Value
                                  
                                  $
                                  389,168
                                  
                                  
                                  $
                                  406,095Other
      Assets:Cash
      and Cash Equivalents
                                  
                                  $
                                  1,318,950
                                  
                                  
                                  $
                                  1,074,565Accounts
      Receivable (Less Allowance for Doubtful Accounts of $15,000 and $3,000 in
      2008 and 2007, respectively
                                  
                                  
                                  14,525
                                  
                                  
                                  
                                  4,619Prepaid
      Expenses and Other Assets
                                  
                                  
                                  9,469
                                  
                                  
                                  
                                  5,516Deferred
      Lease Incentive (Net of Accumulated Amortization - $50,802 in 2008 and
      $37,533 in 2007)
                                  
                                  
                                  22,798
                                  
                                  
                                  
                                  36,067Loan
      Costs, Less Accumulated Amortization of $22,395 and $19,760 in 2008 and
      2007, respectively
                                  
                                  
                                  3,953
                                  
                                  
                                  
                                  6,588Deferred
      Tax Assets
                                  
                                  
                                  183,000
                                  
                                  
                                  
                                  170,000Deferred
      Rent Receivable
                                  
                                  
                                  16,192
                                  
                                  
                                  
                                  24,262Total
      Other Assets
                                  
                                  $
                                  1,568,887
                                  
                                  
                                  $
                                  1,321,617TOTAL
      ASSETS
                                  
                                  $
                                  1,958,055
                                  
                                  
                                  $
                                  1,727,712LIABILITIES AND SHAREHOLDERS’ EQUITY
      (DEFICIENCY)Liabilities:Mortgage
      and Notes Payable
                                  
                                  $
                                  1,449,945
                                  
                                  
                                  $
                                  1,493,075Accounts
      Payable and Accrued Expenses
                                  
                                  
                                  419,202
                                  
                                  
                                  
                                  375,703Tenant’s
      and Customers Deposits
                                  
                                  
                                  69,650
                                  
                                  
                                  
                                  69,650Total
      Liabilities
                                  
                                  $
                                  1,938,797
                                  
                                  
                                  $
                                  1,938,428Shareholders’
      Deficiency:Common
      Stock - $.05 par, 5,00,000 shares  Authorized; 2,982,662 shares
      issued and  Outstanding
                                  
                                  $
                                  149,133
                                  
                                  
                                  $
                                  149,133Paid-In
      Capital
                                  
                                  
                                  1,191,929
                                  
                                  
                                  
                                  1,191,929Deficit
                                  
                                  
                                  (1,321,804
                                  )
                                  
                                  
                                  (1,551,778
                                  )Total
      Shareholders’ Equity (Deficiency)
                                  
                                  $
                                  19,258
                                  
                                  
                                  $
                                  (210,716
                                  )TOTAL
      LIABILITIES AND SHAREHOLDERS’ DEFICIENCY
                                  
                                  $
                                  1,958,055
                                  
                                  
                                  $
                                  1,727,712





See
Accompanying Notes to Financial Statements.




F-2




MILLER INDUSTRIES,
INC.


STATEMENT OF
OPERATIONS


YEARS ENDED APRIL 30, 2008
AND 2007





2008
                              
                              
                              2007Revenues:Rental
      Income
                              
                              $
                              527,320
                              
                              
                              $
                              491,529Hardware
      Sales (Net)
                              
                              
                              1,936
                              
                              
                              
                              19,134Other
      Income
                              
                              
                              43,811
                              
                              
                              
                              42,364Total
      Revenues
                              
                              $
                              573,067
                              
                              
                              $
                              553,027Expenses:Rental
      Expenses (Except Interest)
                              
                              $
                              194,408
                              
                              
                              $
                              234,562Cost
      of Hardware Sales
                              
                              
                              —
                              
                              
                              
                              13,802Administrative
                              
                              
                              51,366
                              
                              
                              
                              44,582Interest
                              
                              
                              110,319
                              
                              
                              
                              107,288Total
      Expenses
                              
                              $
                              356,093
                              
                              
                              $
                              400,234Income
      Before Tax Provision
                              
                              $
                              216,974
                              
                              
                              $
                              152,793Provision (Benefit)
      for Income Tax:Federal
      Income Tax
                              
                              $
                              63,323
                              
                              
                              $
                              39,669State
      Income Tax
                              
                              
                              11,658
                              
                              
                              
                              8,129Provision
      for Income Tax Before Realization of Prior Years’ Tax
    Benefit
                              
                              $
                              74,981
                              
                              
                              $
                              47,798Tax
      Benefits of Net Operating Loss Carryforward - Change in Valuation
      Allowance
                              
                              
                              (87,981
                              )
                              
                              
                              (47,798
                              )Total
      Provision (Credit) for Income Tax (Net of Tax Benefits)
                              
                              $
                              (13,000
                              )
                              
                              $
                              -Net
      Income
                              
                              $
                              229,974
                              
                              
                              $
                              152,793Income
      per Common Share
                              
                              $
                              .08
                              
                              
                              $
                              .05Weighted
      Average Shares of Common Stock Outstanding (Basic and
    Diluted)
                              
                              
                              2,982,662
                              
                              
                              
                              2,982,662





See
Accompanying Notes to Financial Statements.





F-3




MILLER INDUSTRIES,
INC.


STATEMENT OF CASH
FLOWS


YEARS ENDED APRIL 30, 2008
AND 2007




2008
                                      
                                      
                                      2007Cash
      Flows from Operating Activities:Net
      Income
                                      
                                      $
                                      229,974
                                      
                                      
                                      $
                                      152,793Adjustments
      to Reconcile Net Income to Net Cash Provided by (used for) Operating
      Activities:Depreciation
                                      
                                      
                                      16,927
                                      
                                      
                                      
                                      14,898Amortization
                                      
                                      
                                      15,904
                                      
                                      
                                      
                                      11,708Deferred
      Tax Asset Valuation Adjustment
                                      
                                      
                                      (13,000
                                      )
                                      
                                      
                                      -Bad
      Debt Provision
                                      
                                      
                                      12,000
                                      
                                      
                                      
                                      3,000Changes
      in Operating Assets and Liabilities:(Increase)
      Decrease in Accounts Receivable
                                      
                                      
                                      (21,906
                                      )
                                      
                                      
                                      (7,619
                                      )(Increase)
      Decrease in Deferred Rent Receivable
                                      
                                      
                                      8,070
                                      
                                      
                                      
                                      (16,340
                                      )(Increase)
      Decrease in Prepaid Expenses and Other
                                      
                                      
                                      (3,953
                                      )
                                      
                                      
                                      23,496Increase
      (Decrease) in Accounts Payable and Accruals
                                      
                                      
                                      43,499
                                      
                                      
                                      
                                      49,535Increase
      (Decrease) in Tenant Security Deposits
                                      
                                      
                                      -
                                      
                                      
                                      
                                      8,909Net
      Cash Provided by Operating Activities
                                      
                                      $
                                      287,515
                                      
                                      
                                      $
                                      240,380Cash Flows from
      Investing Activities:Acquisition
      of Property, Equipment, and Intangible
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      (50,487
                                      )Net
      Cash (used by) Investing Activities
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      (50,487
                                      )Cash
      Flows from Financing Activities:Principal
      Payments Under Borrowings
                                      
                                      $
                                      (43,130
                                      )
                                      
                                      $
                                      (55,564
                                      )Proceeds
      from Borrowings
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Net
      Cash Provided by (used by) Financing Activities
                                      
                                      $
                                      (43,130
                                      )
                                      
                                      $
                                      (55,564
                                      )Net
      Increase in Cash and Cash Equivalents
                                      
                                      $
                                      244,385
                                      
                                      
                                      $
                                      134,329Cash and Cash Equivalents at the Beginning of
      Year
                                      
                                      
                                      1,074,565
                                      
                                      
                                      
                                      940,236Cash and Cash Equivalents at the End of
      Year
                                      
                                      $
                                      1,318,950
                                      
                                      
                                      $
                                      1,074,565Additional
      Cash Flow Information:Cash
      Payments During the YearInterest
                                      
                                      $
                                      110,979
                                      
                                      
                                      $
                                      106,351Income Taxes
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -





See
Accompanying Notes to Financial Statements.




F-4




MILLER INDUSTRIES,
INC.


STATEMENT OF SHAREHOLDERS’
DEFICIENCY


YEARS ENDED APRIL 30, 2008
AND 2007




Common StockShares
                                          Issued
                                        
                                        
                                        Amount
                                        
                                        
                                        Additional
                                          Paid-In
                                          Capital
                                        
                                        
                                        (Deficit)
                                        
                                        
                                        TotalBalance
      at April 30, 2006
                                        
                                        
                                        2,982,662
                                        
                                        
                                        $
                                        149,133
                                        
                                        
                                        $
                                        1,191,929
                                        
                                        
                                        $
                                        (1,704,571
                                        )
                                        
                                        $
                                        (363,509
                                        )Net
      Income – 2007
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        152,793
                                        
                                        
                                        
                                        152,793Balance
      at April 30, 2007
                                        
                                        
                                        2,982,662
                                        
                                        
                                        $
                                        149,133
                                        
                                        
                                        $
                                        1,191,929
                                        
                                        
                                        $
                                        (1,551,778
                                        )
                                        
                                        $
                                        (210,716
                                        )Net
      Income – 2008
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        229,974
                                        
                                        
                                        
                                        229,974Balance
      at April 30, 2008
                                        
                                        
                                        2,982,662
                                        
                                        
                                        $
                                        149,133
                                        
                                        
                                        $
                                        1,191,929
                                        
                                        
                                        $
                                        (1,321,804
                                        )
                                        
                                        $
                                        19,258





See
Accompanying Notes to Financial Statements.





F-5




MILLER INDUSTRIES,
INC.


NOTES TO FINANCIAL
STATEMENTS


APRIL 30, 2008 AND
2007




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 ware- house located in Miami, Florida. The Company also distributes hardware
parts for aluminum windows and doors previously manufactured by
Miller.  During August 1991, the Company discontinued its operations
of manufacturing of aluminum windows and doors pursuant to a plan of
reorganization.




2.
            Real
      Property  -




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




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





Real
property and equipment, with an original cost of approximately $720,000, have
been fully depreciated at April 30, 2008.




3.
            Deferred
      Cost -




Deferred
lease incentive and loan costs are carried at cost.  The Company
amortizes these assets on a straight-line basis up to 10 years. Deferred Rent
Receivable is recoverable over the period of the lease.




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.




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,
2008 potentially dilutive securities consist of an option that could be
converted into 2,017,338 common shares.




F-6




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
$100,000. At April 30, 2008, and 2007 the Company’s uninsured bank balances
approximated $376,000 and $970,000 respectively.  The Company’s Cash
Equivalents at April 30, 2008 was composed of approximately $800,000 of U.S.
Treasury Bills.




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” 40%  of Revenue.  Tenant “B” 28% of
Revenue.  Tenant “C” 15% 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.




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.




F-7




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
2008 and 2007.




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, 2008 based on a quoted market price.




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.




F-8




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.




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 2008 and 2007.




F-9




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.




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.




F-10




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-11




NOTE B - Mortgage and Notes
Payable




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




2008
                            
                            
                            20077
      1/4% 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 $12,608 (including interest)
      with a final payment of approximately $1,377,000 due October,
      2009.
                            
                            $
                            1,449,945
                            
                            
                            $
                            1,493,075




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




Fiscal Year
                      Ending2009
                    
                    $
                    47,7522010
                    
                    
                    1,402,193Total
                    
                    $
                    1,449,945





Land,
buildings and improvements, and insurance policies with an approximate cost of
$1,222,000 and an approximate net book value of $389,168 are pledged as
collateral for these obligations.




F-12




NOTE C - Income
Taxes




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




2008
                    
                    
                    2007CurrentDeferred
                    
                    $
                    85,508
                    
                    
                    $
                    51,326Tax
      Benefit of Net Operating
                    
                    
                    (10,527
                    )
                    
                    
                    (3,528
                    )Loss
      Carryforward
                    
                    
                    (87,981
                    )
                    
                    
                    (47,798
                    )Total
                    
                    $
                    (13,000
                    )
                    
                    $
                    -





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, 2008 and 2007 are as follows:




2008
                                              
                                              
                                              2007Properties
      and Equipment principally due to depreciation
                                              
                                              $
                                              57,899
                                              
                                              
                                              $
                                              53,067Compensation
      – Value of Stock Option Granted
                                              
                                              
                                              24,599
                                              
                                              
                                              
                                              24,599Provision
      for Bad Debts
                                              
                                              
                                              5,640
                                              
                                              
                                              
                                              1,128Net
      operating loss carryforwards(Net
      of $ 347,747 expired in 2007)
                                              
                                              
                                              138,882
                                              
                                              
                                              
                                              228,681Total
      gross deferred tax assets
                                              
                                              $
                                              227,020
                                              
                                              
                                              $
                                              307,475Less:   Valuation
      allowance
                                              
                                              
                                              44,020
                                              
                                              
                                              
                                              137,475Net
      Deferred Tax Asset
                                              
                                              $
                                              183,000
                                              
                                              
                                              $
                                              170,000





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 decreased by approximately $13,000 for 2008, and remained constant
for 2007.




At April
30, 2008, the Company had approximately $369,200 of Federal and State net
operating loss carry’s forward available to offset future taxable
income.  The State loss carryforwards are available
indefinitely.  The Federal net operating loss carryforwards will
expire as follows:




2009
                                                          
                                                          $
                                                          96,8002011
                                                          
                                                          
                                                          100,0002012
                                                          
                                                          
                                                          67,0002013
                                                          
                                                          
                                                          105,0002019
                                                          
                                                          
                                                          200Total
                                                          
                                                          $
                                                          369,000




F-13




At April
30, 2008, 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, 2008 and 2007 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:




2008
                                                    
                                                    
                                                    2007Percent of
                                                      Pre-Tax
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    Percent of
                                                      Pre-TaxAmount
                                                    
                                                    
                                                    Income
                                                    
                                                    
                                                    Amount
                                                    
                                                    
                                                    IncomeIncome
      before provision for income taxes
                                                    
                                                    $
                                                    216,974
                                                    
                                                    
                                                    
                                                    100
                                                    %
                                                    
                                                    $
                                                    152,793
                                                    
                                                    
                                                    
                                                    100
                                                    %Computed
      expected tax expense
                                                    
                                                    $
                                                    73,771
                                                    
                                                    
                                                    
                                                    34
                                                    %
                                                    
                                                    $
                                                    51,950
                                                    
                                                    
                                                    
                                                    34
                                                    %Federal
      tax (benefit) of State Income Tax
                                                    
                                                    
                                                    (3,964
                                                    )
                                                    
                                                    
                                                    (2
                                                    )
                                                    
                                                    
                                                    (2,764
                                                    )
                                                    
                                                    
                                                    (2
                                                    )Sur
      Tax Exemption
                                                    
                                                    
                                                    (6,484
                                                    )
                                                    
                                                    
                                                    (3
                                                    )
                                                    
                                                    
                                                    (9,517
                                                    )
                                                    
                                                    
                                                    (6
                                                    )Federal
      Tax Before Tax Benefits
                                                    
                                                    
                                                    63,323
                                                    
                                                    
                                                    
                                                    29
                                                    %
                                                    
                                                    
                                                    39,669
                                                    
                                                    
                                                    
                                                    26
                                                    %Tax
      Benefits of Net OperatingLoss
      Carryforwards- Change in Valuation Allowance
                                                    
                                                    
                                                    (74,323
                                                    )
                                                    
                                                    
                                                    (34
                                                    )
                                                    
                                                    
                                                    (39,669
                                                    )
                                                    
                                                    
                                                    (26
                                                    )Actual
      Federal Tax (Benefits)
                                                    
                                                    $
                                                    (11,000
                                                    )
                                                    
                                                    
                                                    (5
                                                    )%
                                                    
                                                    $
                                                    -0-
                                                    
                                                    
                                                    
                                                    -0-





NOTE D - Rental
Income




During
2008, the Company leased warehouse and manufacturing space to three unrelated
third parties under leases that expire at various dates thru fiscal
2011.  Rental income approximated $527,000 and $489,000 for fiscal
2008 and 2007, respectively.  Rental income from these leases amounted
to 100% of the total 2008 rental income and 99% of the total 2007 rental
income.




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




2009
                    
                    $
                    493,8162010
                    
                    $
                    375,721Thereafter
                    
                    $
                    99,029




F-14




NOTE E - Rental Expenses
(Except for Interest)




Rental
      expenses consisted of:2008
                    
                    
                    2007Bad
      Debt- Provision
                    
                    $
                    12,000
                    
                    
                    $
                    3,000Depreciation
      and Amortization
                    
                    
                    32,831
                    
                    
                    
                    26,607Insurance
                    
                    
                    15,321
                    
                    
                    
                    32,046Management
      Fees
                    
                    
                    36,000
                    
                    
                    
                    36,000Outside
      Services
                    
                    
                    2,099
                    
                    
                    
                    1,874Repairs
      and Maintenance
                    
                    
                    10,546
                    
                    
                    
                    33,839Utilities
                    
                    
                    3,491
                    
                    
                    
                    11,269Taxes
                    
                    
                    82,120
                    
                    
                    
                    89,927Totals
                    
                    $
                    194,408
                    
                    
                    $
                    234,562





NOTE F - Administrative
Expenses




Administrative
      expenses consisted of:2008
                    
                    
                    2007Accounting
      and Legal
                    
                    $
                    24,868
                    
                    
                    $
                    21,269Office
      Supplies/Postage/Other
                    
                    
                    668
                    
                    
                    
                    1,490Stockholders’
      Expenses
                    
                    
                    24,286
                    
                    
                    
                    20,123Telephone
                    
                    
                    1,544
                    
                    
                    
                    1,700Totals
                    
                    $
                    51,366
                    
                    
                    $
                    44,582





NOTE G - Related Party
Transactions




Management
fees in the amount of $36,000 per year were incurred by the Company for 2008 and
2007 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 2008
and 2007 for approximately $18,000 for each year. Included in accounts payable
is approximately $317,000 for 2008 and approximately  $281,000 for
2007 that is owned to Harnap Corp.  The mortgage is guaranteed by the
company’s C.E.O. up to 50% of all sums due.




NOTE H – Stock Option
Agreement




On June
30, 2005 the Company issued stock options to Angelo Napolitano in exchange for
the benefits he has provided to the Company through his personal guarantee of
the company’s bank loan, and the services rendered by Mr. Napolitano in his
capacity as the company’s sole officer and director.  The options vest
100% at the grant date and expire in 10 years from the grant
date.  The company granted options to Mr. Napolitano to purchase up to
2,017,338 shares of the Company’s Common Stock during the term of the Options at
a price equal to $.18 per share (Exercise Price).




F-15


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.
  A summary
of the status of the company’s stock option agreement as of April 30, 2008 and
2007, and changes during the years then ended were as follows:
  2008
                      
                      
                      2007Shares
                        Subject
                        To Option
                      
                      
                      Exercise
                        Price Per
                        Share
                      
                      
                      Shares
                        Subject
                        To Option
                      
                      
                      Exercise
                        Price Per
                        ShareOutstanding,
      May 1
                      
                      $
                      2,017,338
                      
                      
                      $
                      .18
                      
                      
                      $
                      2,017,338
                      
                      
                      $
                      .18Granted
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Exercised
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Cancelled
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Outstanding/Exercisable,
      April 30
                      
                      
                      2,017,338
                      
                      
                      $
                      .18
                      
                      
                      
                      2,017,338
                      
                      
                      $
                      .18
 
 The
following summarizes information concerning currently outstanding and
exercisable options at April 30, 2008.
  Options Outstanding/ ExercisableNumber
                        Outstanding
                      
                      
                      Average
                        RemainingExercise Price
                      
                      At 4/30/08
                      
                      
                      Life$
                      .18
                      
                      
                      2,017,338
                      
                      
                      
                      7.2


F-16





NOTE I – OTHER MATTERS AND
SUBSEQUENT EVENTS





The
Company’s building insurance policy excludes windstorm and hail
coverage.  There has not been any claims for damages from windstorm or
hail through August 7, 2008.





F-17