SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549




FORM
      10-KSB/A




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


SECURITIES
      EXCHANGE ACT OF 1934 (FEE REQUIRED)




For
      the
      fiscal year ended April 30, 2005




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.
                EmployerIdentification
                No.)16295
                N.W. 13thAve., Miami, Florida 33169(Address
                of Principal Executive Offices)(305)
                621-0501(Issuer's
                Telephone Number, Including Area
                Code)




Securities
      registered under Section 12(b) of
      the
      Exchange Act: None


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





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





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




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





State
      issuer's revenues for its most recent fiscal year: $365,000.




As
      of
      April 30, 2005, 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 August 1, 2005) was
      approximately $111,084.





**Amendment
      to Form 10-KSB**




The
      Company has filed this amendment to its Form 10-KSB for the fiscal year ended
      April 30, 2005 in order to amend its response to Item 8A and to file amended
      versions of the certificates set forth in Exhibits 31.1 and 31.2.


-1-


**PART
      I**




**FORWARD
      LOOKING STATEMENTS**




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




**ITEM
      1.**  **BUSINESS**




General




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




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




Employees




The
      Company had no employees during the 2005 and 2004 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, 2005, the building was subject to an outstanding first mortgage in favor
      of
      a commercial bank with a principal balance of approximately $1,583,000. The
      loan
      accrues interest at prime less 1/2% and is payable in monthly installments
      of
      $9,964, with a balloon payment of $1,325,000 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 $4.50
      per
      square foot to approximately $7.50 per square foot and the occupancy rate in
      the
      area is approximately 80%.




The
      following table sets forth a summary of leases at the Company's building in
      effect on April 30, 2005:




Termination
                Date
            Square
                Feet
            Annual
                Rent
            Rent
                Per
              Square
                FootFebruary
                2007
            38,489
            $192,445
            $5.00September
                2005
            16,020
            $88,110
            $4.58




At
      the
      beginning of the 2005 fiscal year (i.e., April 30, 2004), approximately 56%
      of
      the building was leased. During the 2005 fiscal year, the Company entered into
      a
      one year lease (commencing September 1, 2004) for 16,200 square feet for an
      annual rent of $88,110. In January, 2004, the Company also renewed the existing
      lease for 38,489 square feet, for an additional 3 year term (ending February
      28,
      2007). The rent will be $192,445 for the first year and will be subject to
      adjustment in the second and third year.




After
      the
      end of the 2005 fiscal year, approximately 55% of the building was leased.
      The
      Company is continuing to seek new tenants for its unoccupied space.




Insurance,
      Depreciation and Taxes




The
      Company believes that the building is adequately insured. Depreciation is
      determined using the straight-line method over five to 31.5 years for tax
      purposes and 5 to 30 years for accounting purposes. Real estate taxes paid
      for
      calendar year 2005 were approximately $38,000.




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.




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




Not
      applicable.


-4-


**PART
      II**




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




The
      Company's common stock is currently traded on the over-the-counter market under
      the symbol "MLLS".




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





**FYE**
            **CLOSING
                BID**
            **CLOSING
                ASK****2004**
            **HIGH**
            **LOW**
            **HIGH**
            **LOW**May
                2, 2003 to August 1, 2003
            $.02
            $.02
            $.16
            $.12Aug.
                4, 2003 to Oct. 31, 2003
            .02
            .02
            .14
            .14Nov.
                8, 2004 to Jan. 30, 2004
            .05
            .02
            .14
            .12Feb.
                2, 2004 to April 30, 2004
            .07
            .05
            .12
            .12





**FYE**
            **CLOSING
                BID**
            **CLOSING
                ASK****2005**
            **HIGH**
            **LOW**
            **HIGH**
            **LOW**May
                1, 2004 to July 31, 2004
            $.07
            .05
            .12
            .12Aug.
                1, 2004 to April 31, 2004
            .05
            .05
            .12
            .10Nov.
                1, 2004 to Jan. 31, 2005
            .05
            .05
            .10
            .10Feb.
                1, 2005 to April 30, 2005
            .05
            .05
            .10
            .10





As
      of
      August 10, 2005, there were 461 holders of record of the Company's common
      stock.




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




The
      Company does not have any equity based compensation plans.




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




Results
      of Operations (2005 compared to 2004)




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 2004 was $269,000, compared with $344,000
      in
      2005. 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 2004 compared to $9,000 in 2005. The sales decrease was due to a
      decrease in demand for replacement parts.


-5-


Other
      Income




The
      Company generated other income of $7,000 in 2004, compared to $11,000 in 2005.
      Other income in 2005 and 2004 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 $142,000 in 2004 and $113,000 in
      2005. The principal components were management fees ($36,000 in both 2004 and
      in
      2005), taxes ($34,000 in 2004 and $28,000 in 2005), depreciation and
      amortization ($20,000 in 2004 and 18,000 in 2005), repairs and maintenance
      ($17,000 in 2004 and $2,000 in 2005) and insurance ($21,000 in 2004 and $25,000
      in 2005).




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
      $5,000 in both 2004 and in 2005.




Administrative
      Expenses




The
      Company's administrative expenses were $55,000 in 2004, compared to $50,000
      in
      2005. Administrative expenses decreased due to lower accounting and legal fees
      ($33,000 in 2004 compared to $32,000 in 2005), and lower shareholders expenses
      ($22,000 in 2004 and $18,000 in 2005).




Interest
      Expense




The
      Company pays interest on the mortgage loan on its building. Interest expense
      on
      the loan was $64,000 in 2004 compared to $63,000 in 2005. The decease was
      attributable to a decrease in the prime rate, which reduced the interest on
      the
      Company's mortgage loan.




Provision
      for Income Taxes




The
      Company recorded a provision for income tax of $5,000 in 2004, compared to
      $39,000 in 2005, based upon the Company's income during these years. The level
      of these taxes was directly attributable to the level of net income before
      taxes. These amounts were completely offset by the carryforward of the Company's
      net operating losses.




Net
      Income




As
      a
      result of the foregoing factors, the Company had net income of $71,000 in 2004,
      compared to $165,000 in 2005.


-6-


Liquidity
      and Capital Resources




The
      Company's cash increased by $7,000 during fiscal year 2004 compared with an
      increase of approximately $93,000 during fiscal year 2005. The increase in
      2005
      in cash was primarily due to positive cash flow from operations. The Company
      expended approximately $3,000 for improvements to its building. As of April
      30,
      2005, the Company's cash position was approximately $859,000.




At
      April
      30, 2005, the Company's principal financing consisted of a loan with a principal
      balance of $1,583,000 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
      $9,964 per month, with a balloon payment October 2009 in the approximate amount
      of $1,325,000. 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, 2005, the outstanding balance of the loan was $1,583,000.
                The
                loan bears interest at prime less 1/2%. The loan is repayable in
                monthly
                installments of approximately $9,964, with a balloon payment of
                approximately $1,325,000 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. No fees have been paid to Harnap since March 2000.
                Accrued fees as of April 30, 2005 were $246,000, all of which are
                payable
                upon the demand of Harnap.




Leasing
      Activities




During
      the 2005 fiscal year, the Company added a new tenant which leased approximately
      16,000 square feet, and an existing tenant renewed its lease for 38,489 square
      feet. As a result, occupancy was 55% at April 30, 2005.


-7-


Current
      Plans




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




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




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




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




Critical
      Accounting Policies




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




The
      discussion and analysis of the Company's financial condition and results of
      operations are based upon its financial statements, the preparation of which
      takes into account estimates based on judgments and assumptions that affect
      certain amounts and disclosures. Accordingly, actual results could differ from
      these estimates. The accounting policies and estimates used and outlined in
      Note
      1 to the Company's financial statements, which are presented elsewhere in this
      Form 10-KSB, have been applied consistently as at April 30, 2005 and 2004,
      and
      for the years ended April 30, 2005 and 2004. The Company's representatives
      who
      are involved in the preparation of its financial statements and this report
      believe that the following accounting policies represent the Company's critical
      accounting policies:




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




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


-8-


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, 2005:




**Payments
                Due by Period****Contractual
                Obligations**
            **Total**
            **Less
                Than****1
                Year**
            **1-3**
              **Years**
            **3-5**
              **Years**
            **More
                Than 5****Years**Long
                Term Debt
            $1,733,524
            $119,568
            $239,136
            $1,374,820Capital
                Lease ObligationsOperating
                LeasesPurchase
                ObligationsOther
                Long Term DebtTOTAL
            $1,733,524
            $119,568
            $239,136
            $1,374,820







**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, 2005. 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,
      2005.




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, 2005.







-9-




**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 69, 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.




-10-


**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 2005 received compensation in excess of $100,000 in 2005.




**SUMMARY
      COMPENSATION TABLE**




**Name
                and Position**
            **Fiscal
                Year**
            **Salary
                (1)**
            **Stock
                Options**Angelo
                Napolitano, Chief Executive Officer
            2005
            $36,000
            -2004
            $36,000
            -2003
            $36,000
            -






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




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, 2005, accrued
      management fees totaled $245,000.




Compensation
      of Directors




No
      amounts were paid to directors during the 2005 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.




-11-


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




To
      the
      knowledge of management, as of August 10, 2005, 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. 165thStreet
              Miami,
                FL 33169
            3,148,594(1)
            63.0%Elizabeth
                Schuldiner Revocable Trust u/a 3/20/90 (2)
              80
                West 12thStreet
              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.




The
      shares of common stock beneficially owned by the Company's sole director and
      executive officer as of August 5, 2005 were as follows:




Name
                and Address of
              Beneficial
                Owner
            Amount
              Beneficial
                Owner (1)
            Percent
              Of
                ClassAngelo
                Napolitano
              1521
                N.W. 165thStreet
              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.




**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 2005 fiscal year.




-12-


**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, 2005 and 2004




Statements
      of Operations and (Deficit) for Years ended April 30, 2005 and
      2004




Statements
      of Changes in Shareholders (Deficiency) for Years ended April 30, 2005 and
      2004




Statements
      of Cash Flows for Years ended April 30, 2005 and 2004




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.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,
      2005.




The
      Company filed a Form 8-K on August 1, 2005, with respect to certain stock
      options granted to an officer (Item 1.01).




-13-


**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereto duly
      authorized on the 6 th day
      of March, 2006.





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
      the 6 th day
      of March, 2006.





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





-14-





**INDEPENDENT
      AUDITOR** **'S
      REPORT**




Shareholders
      and Board of Directors


Miller
      Industries, Inc.


Miami,
      Florida




I
      have
      audited the accompanying balance sheet of Miller Industries, Inc. as of April
      30, 2005 and 2004, and the related statements of operations, shareholders'
      deficiency, and cash flows for each of the two years in the period ended April
      30, 2005. These financial statements are the responsibility of the Company's
      management. My responsibility is to express an opinion on these financial
      statements based on my audit.




I
      conducted my audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that I
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. I believe that my audit provides a reasonable
      basis for my opinion.




In
      my
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Miller Industries, Inc. as of
      April
      30, 2005 and 2004 and the results of its operations and its cash flows for
      each
      of the two years in the period ended April 30, 2005, in conformity with
      accounting principles generally accepted in the United States of
      America.







/s/
                Larry WolfeLARRY
                WOLFE
              Certified
                Public AccountantMiami,
                Florida
              June
                30, 2005





-15-


MILLER
      INDUSTRIES, INC.


BALANCE
      SHEET


APRIL
      30, 2005 AND 2004





ASSETSInvestment
                Property:
            
            2005
            
            
            2004Land
            $
            161,443
            
            $
            161,443Building
                and Improvements
            
            1,029,627
            
            
            1,026,502Machinery
                and Equipment
            
            11,106
            
            
            11,106Furniture
                and Fixtures
            
            10,251
            
            
            10,251Total
                Cost
            $
            1,212,427
            
            $
            1,209,302Less:
                Accumulated Depreciation
            
            798,846
            
            
            786,293Net
                Book Value
            $
            413,581
            
            $
            423,009Other
                Assets:Cash
            $
            859,374
            
            $
            766,720Prepaid
                Expenses and Other Assets
            
            17,340
            
            
            18,997Deferred
                Lease Incentive (Net of Accumulated
              Amortization
                of $27,392 in 2005 and $24,652 in
              2004)
            
            -
            
            
            2,740Loan
                Costs, Less Accumulated Amortization of $14,491 and $11,857 in 2005
                and
                2004, respectively
            
            11,857
            
            
            14,491Deferred
                Tax Assets
            
            76,000
            
            
            44,000Total
                Other Assets
            $
            964,571
            
            $
            846,948TOTAL
                ASSETS
            $
            1,378,152
            
            $
            1,269,957LIABILITIES
                AND SHAREHOLDERS' DEFICIENCYLiabilities:Mortgages
                and Notes Payable
            $
            1,590,876
            
            $
            1,648,650Accounts
                Payable and Accrued Expenses
            
            320,225
            
            
            310,564Tenant
                Security Deposits and Other
            
            36,028
            
            
            44,774Total
                Liabilities
            $
            1,947,129
            
            $
            2,003,988Shareholders'
                Deficiency:Common
                Stock, $.05 par, 5,000,000 shares authorized, 2,982,662 shares issued
                and
                outstanding
            $
            149,133
            
            $
            149,133Paid-in
                capital
            
            1,126,507
            
            
            1,126,507Deficit
            
            (1,844,617
            )
            
            (2,009,671
            )Total
                Shareholders' Deficiency
            $
            (568,977
            )
            $
            (734,031
            )Total
                Liabilities and Shareholders' Deficiency
            $
            1,378,152
            
            $
            1,269,957




See
      Accompanying Notes to Financial Statements




-16-


MILLER
      INDUSTRIES, INC.


STATEMENT
      OF OPERATIONS


YEARS
      ENDED APRIL 30, 2005 AND 2004





Years
                Ended
              April
                30,Revenues:
            
            2005
            
            
            2004Rental
                Income
            $
            344,198
            
            $
            268,633Hardware
                Sales (Net)
            
            9,321
            
            
            19,044Other
                Income
            
            11,079
            
            
            6,680Total
                Revenue
            $
            364,598
            
            $
            294,357Expenses:Rental
                Expense (Except Interest)
            $
            112,722
            
            $
            142,258Cost
                of Hardware Sales
            
            5,108
            
            
            5,477Administrative
            
            50,281
            
            
            54,680Interest
            
            63,433
            
            
            64,478Total
                Expenses
            $
            231,544
            
            $
            266,893Income
                Before Tax Provision
            $
            133,054
            
            $
            27,464Provision
                (Benefit) for Income Tax:Federal
                Income Tax
            $
            32,394
            
            $
            3,934State
                Income Tax
            
            7,043
            
            
            1,235Provision
                for Income Tax Before Realization of Prior
              Years'
                Tax Benefit
            $
            39,437
            
            $
            5,169Tax
                Benefits on Net Operating Loss Carryforward
              -
                Change in Valuation Allowance
            
            (71,437
            )
            
            (49,169Total
                Provision for Income Tax (Net of Tax
              Benefits)
            $
            (32,000
            )
            $
            (44,000Net
                Income
            $
            165,054
            
            $
            71,464Income
                per Common Share
            $
            .06
            
            $
            .02Weighted
                Average Shares of Common Stock Outstanding
              (Basic
                and Diluted)
            
            2,982,662
            
            
            2,982,662





See
      Accompanying Notes to Financial Statements.




-17-


MILLER
      INDUSTRIES, INC.


STATEMENT
      OF CASH FLOWS


YEARS
      ENDED APRIL 30, 2005 AND 2004





Years
                Ended
              April
                31,2005
            
            
            2004Cash
                Flows From Operating Activities:Net
                Income
            $
            165,054
            
            $
            71,464Adjustments
                to Reconcile Net Income to Net Cash
              Provided
                by (used for) Operating Activities:Depreciation
            
            12,553
            
            
            12,061Amortization
            
            5,374
            
            
            8,113Deferred
                Tax Asset Valuation Adjustment
            
            (32,000
            )
            
            (44,000
            )Changes
                in Operating Assets and Liabilities:(Increase)
                Decrease in Prepaid Expenses and Other
            
            1,657
            
            
            (2,872
            )Increase
                (Decrease) in Accounts Payable and Accruals
            
            9,661
            
            
            (1,737
            )Increase
                (Decrease) in Tenant Security Deposits
            
            (8,746
            )
            
            17,302Net
                Cash Provided by Operating Activities
            $
            153,553
            
            $
            60,331Cash
                Flows From Investing Activities:Acquisition
                of Property and Equipment
            $
            (3,125
            )
            $
            (1,800
            )Net
                Cash (used by) Investing Activities
            $
            (3,125
            )
            $
            (1,800
            )Cash
                Flows From Financing Activities:Principal
                Payments Under Borrowings
            $
            (68,958
            )
            $
            (68,231
            )Proceeds
                from Borrowings
            
            11,184
            
            
            16,894Net
                Cash Provided by (used by) Financing Activities
            $
            (57,774
            )
            $
            (51,337
            )Net
                Increase in Cash and Cash Equivalents
            $
            92,654
            
            $
            7,194Cash
                and Cash Equivalents at the Beginning of Year
            
            766,720
            
            
            759,526Cash
                and Cash Equivalents at the End of Year
            $
            859,374
            
            $
            766,720Additional
                Cash Flow Information:Cash
                Payments during the YearInterest
            $
            62,979
            
            $
            65,200Income
                Taxes
            $
            -
            
            $
            -





See
      Accompanying Notes to Financial Statements.




-18-


MILLER
      INDUSTRIES, INC.


STATEMENT
      OF SHAREHOLDERS' DEFICIENCY


YEARS
      ENDED APRIL 30, 2005 AND 2004







Common
                StockShares
                Issued
            
            
            
            
            Amount
            
            
            Additional
                Paid-InCapital
            
            
            (Deficit
            )
            
            TotalBalance
                at April 30, 2003
            
            2,982,662
            
            $
            149,133
            
            $
            1,126,507
            
            $
            (2,081,135
            )
            $
            (805,495
            )Net
                Income - 2004
            
            -
            
            
            -
            
            
            -
            
            
            71,464
            
            
            71,464Balance
                at April 30, 2004
            
            2,982,662
            
            $
            149,133
            
            $
            1,126,507
            
            $
            (2,009,671
            )
            $
            (734,031
            )Net
                Income - 2005
            
            -
            
            
            -
            
            
            -
            
            
            165,054
            
            
            165,054Balance
                at April 30, 2005
            
            2,982,662
            
            $
            149,133
            
            $
            1,126,507
            
            $
            (1,844,617
            )
            $
            (568,977
            )




See
      Accompanying Notes to Financial Statements.







-19-


**MILLER
      INDUSTRIES, INC.**




**NOTES
      TO FINANCIAL STATEMENTS**




**APRIL
      30, 2005 AND 2004**




**NOTE
      A - Summary of Significant Accounting Policies**




**1.**
            **Nature
                of Business -**




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




**2.**
            **Real
                Property****-**




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




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







Real
      property and equipment, with an original cost of approximately $720,000, have
      been fully depreciated at April 30, 2005.




**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.




**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****-**




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




The
      Company has no instruments at April 30, 2005 that would create diluted shares.
      Therefore basic and diluted earnings per share are the same.




**6.**
            **Cash****-**




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, 2005 and 2004, the Company's uninsured cash balances
      approximated $760,000 and $667,000, respectively.




**7.**
            **Financial
                Instruments****-**




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




**8.**
            **Concentrations
                -**




The
      Company is subject to credit risk arising from the concentration of its tenant
      income from entities that comprise of 10% or more of the Company's
      revenue.




**9.**
            **Revenue
                Recognition -**




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




**10.**
            **Environmental
                Cleanup Matters****-**




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




**11.**
            **Use
                of Estimates****-**




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




**12.**
            **Comprehensive
                Income****-**




In
      June
      1997, the Financial Accounting Standards Board issued Statement of Financial
      Accounting Standards No. 130 "Reporting Comprehensive Income," which is
      effective for fiscal years beginning after December 15, 1997. SFAS No. 130
      establishes standards for the reporting and display of comprehensive income
      and
      its components in a full set of general purpose financial statements which
      requires the Company to (i) classify items of other comprehensive income by
      their nature in a financial statement and (ii) display the accumulated balance
      of other comprehensive income separately from retained earnings and additional
      paid-in-capital in the equity section of the balance sheet. The adoption of
      this
      standard does not have an effect on the Company's reported net earnings for
      fiscal 2005 and 2004 as there is no additional comprehensive income under the
      statement.




**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 exceed their
      carrying amounts at April 30, 2005 based on a quoted market price.




-20-


**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 adoption of
      SFAS 131 did not affect results of operations or financial
      position.




**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 the adoption of SFAS 133 is not expected to have a significant effect
      on
      its financial position or results of operations.




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




**16.**
            **Stock-Based
                Compensation****-**




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




**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 generally will be charged to operations in the year incurred. The Company
      has not incurred any advertising costs for fiscal 2005 and 2004.




**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.
      (See Note D.)




**20.**
            **Gains
                and Losses from Extinguishment of Debt****-**




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




**21.**
            **Guarantor's
                Accounting****-**




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




**22.**
            **Consolidation
                of Variable Interest Entities****-**




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




**23.**
            **Costs
                Associated with Exit or Disposal Activities****-**




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




**24.**
            **Certain
                Financial Instruments with Characteristics of Both Liabilities and
                Equity****-**




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




**25.**
            **Recent
                Accounting Pronouncements
                (Continued)**




In
      December 31, 2004, the FASB issues SFAS No. 123R which replaces SFAS No. 123,
      "Accounting for Stock Based Compensation" and supersedes APB Opinion No. 25,
      SFAS 123R requires the cost of employee services received in exchange for an
      award of equity instruments to be based upon the grant-date fair value of the
      award. Additionally, this cost is to be recognized as expense over the period
      during which an employee is required to provide services in exchange for the
      award SFAS 123R is effective as of the beginning of the first interim or annual
      reporting period that begins after June 15, 2005. The adoption of SFAS No.
      123R
      is not expected to have a material impact on the Company's financial position,
      results of operations or cash flows.




In
      December 2004, the FASB issued SFAB No. 153 which eliminated the exception
      from
      fair value measurement for non-monetary exchanges of similar productive assets
      in paragraph 21(b) of APB opinion No. 29, "Accounting for Non-Monetary
      Transactions," and replaces it with an exception for exchanges that do not
      have
      commercial substance. SFAS 153 specifies that a non-monetary exchange has
      commercial substance if the future cash flows of the entity are expected to
      change significantly as a result of the exchange. The provisions of SFAS 153
      are
      applicable for non-monetary asset exchanges occurring in fiscal periods
      beginning after June 15, 2005. The adoption of SFAS No. 153 is not expected
      to
      have a material impact on the Company's financial position or results of
      operations.




-21-


**NOTE
      B - Mortgage and Notes Payable**




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




1.  **Mortgage
      Payable -**




2005
            20044
                1/4% (prime less 1/2%) note payable, collateralized by mortgage on
                land
                and building, improvements, personal property, collateral assignment
                of
                all rents and leases, along with the personal guaranty of the Company's
                Chairman of the Board to 50% of all sums due under the loan. In addition,
                the guarantor shall indemnify lendor from any and all liability which
                may
                result from the environmental condition of the property. The note
                is
                payable in monthly installments of $9,964 (including interest) with
                a
                final payment of approximately $1,325,000 due October
                2009.
            $
                1,583,337
            $
                1,636,709




2.  **Insurance
      Premium Note Payable -**




9.00%
                insurance premium financing, payable in monthly installments of $1,290
                (including interest) through October 2005
            7,539
            11,941Total
                Notes Payable
            $
                1,590,876
            $
                1,648,650





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




Fiscal
                Year
              Ending2006
            60,8512007
            55,6222008
            58,0332009
            60,5482010
            1,355,822Thereafter
            -Total
            $1,590,876





Land,
      buildings and improvements, and insurance policies with an approximate cost
      of
      $1,208,000 and an approximate net book value of $421,000 are pledged as
      collateral for these obligations.




**NOTE
      C - Income Taxes**




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




2005
            
            2004Current
            $
                37,541
            
            $
                4,693Deferred
            1,896
            
            476Tax
                Benefit of Net Operating Loss Carryforward
            (71,437)
            
            (49,169)Total
            $
                (32,000)
            
            $(44,000)





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, 2005 and 2004 are as follows:




2005
            
            2004Properties
                and Equipment principally due to
              depreciation
            $
                53,304
            
            $
                54,988Net
                operating loss carryforwards
            752,915
            
            800,884Total
                gross deferred tax assets
            $
                806,219
            
            $
                855,872Less:
                Valuation allowance
            730,219
            
            811,872Net
                Deferred Tax Asset
            $
                76,000
            
            $
                44,000





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 $82,000 for 2005.




At
      April
      30, 2005, the Company had approximately $2,130,000 of Federal and State net
      operating loss carryforwards available to offset future taxable income. The
      State loss carryforwards are available indefinitely. The Federal net operating
      loss carryforwards will expire as follows:




2006
            $
                307,0002007
            1,083,0002008
            205,0002009
            132,0002011
            100,0002012
            68,0002013
            105,8002019
            200Total
            $2,001,000





At
      April
      30, 2005, the Company had alternative minimum tax credit carryforwards of
      approximately $3,500 which my be carried forward indefinitely.




Total
      Federal tax expense for years ended April 30, 2005 and 2004 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:




2005
            2004Amount
            
            Per
                cent
              of
                Pre-Tax
              Income
            Amount
            
            Per
                cent
              of
                Pre-Tax
              IncomeIncome
                before provision for
              income
                taxes
            $
                133,054
            
            100
                %
            $
                27,464
            
            100
                %Computed
                expected tax expense
            45,238
            
            34
                %
            9,338
            
            34
                %Federal
                tax (benefit) of State Income Tax
            (2,395)
            
            (2)
            (420)
            
            (2)Surtax
                Exemption
            (10,449)
            
            (8)
            (4,984)
            
            (18)Federal
                Tax Before Tax Benefits
            $
                32,394
            
            24
                %
            $
                3,934
            
            14
                %Tax
                Benefits of Net Operating
              Loss
                Carryforwards Change in
              Valuation
                Allowance
            (59,722)
            
            (45)
            (41,510)
            
            (151)Actual
                Federal Tax (Benefits)
            $(27,328)
            
            (21)%
            $(37,576)
            
            (137)%





-22-


**NOTE
      D - Rental Income**




The
      Company leased offices and warehouse space for distribution during fiscal 200
      to
      three unrelated third parties under leases that expire in fiscal 2007 and 2011.
      Rental income approximated $344,000 and $269,000 for fiscal 2005 and 2004,
      respectively. Rental income from the three Company's tenants amounted to 100%
      of
      total rental income in 2005 and 2004, respectively.




On
      August
      31, 2004, the lease of one of the Company's tenants expired and the tenant
      vacated the premises. Rental income that was terminated as of August 31, 2004
      approximated $7,500 per month, or $90,000 per year.




On
      April
      11, 2005, a new Company tenant signed a five year lease effective June 1, 2005
      at a monthly rate of approximately $13,500 or $160,500 per year.




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




2006
            $
                360,0002007
            $
                313,0002008
            $
                160,5002009
            $
                160,500Thereafter
            $174,000


**NOTE
      E - Rental Expenses (Except for Interest)**




Rental
                expenses consisted of:
            2005
            2004Depreciation
                and Amortization
            $
                17,927
            $
                20,173Insurance
            20,906
            21,337Leasing
                Expenses
            1,762
            3,524Management
                Fees
            36,000
            36,000Outside
                Services
            2,357
            1,500Repairs
                and Maintenance
            2,375
            16,917Utilities
            3,082
            8,808Taxes
            28,313
            33,999Totals
            $
                112,722
            $
                142,258





**NOTE
      F - Administrative Expenses**




Administrative
                expenses consisted of:
            2005
            2004Accounting
                and Legal
            $
                31,843
            $
                33,120Office
                Supplies/Postage/Other
            1,610
            5,093Stockholders'
                Expenses
            12,807
            12,558Telephone
            4,021
            3,909Totals
            $
                50,281
            $
                54 680





**NOTE
      G - Related Party Transactions**




Management
      fees in the amount of $36,000 per year were incurred by the Company for 2005
      and
      2004 to Harnap Corp., which is controlled by the Chairman of the Board of Miller
      Industries, Inc. Included in accounts payable is approximately $245,000 for
      2005
      and 2004, owed to Harnap Corp. Harnap Corp. received repair expense
      reimbursements of approximately $2,000 during fiscal 2004. Napolitano Commercial
      Properties, a related party, received leasing commissions of $5,287 during
      fiscal 2004.





-23-


**NOTE
      H - Commitments, Contingencies, Subsequent Events and Other
      Matters**




**Environmental
      Matters** -




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




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




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




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




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




**Subsequent
      Event**




**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 expire in
      10
      years after the date of the grant. The Company granted options to Mr. Napolitano
      to purchase up to 2,017,338 share of the Company's common stock during the
      term
      of the Options at a price equal to $0.18 per share (exercise price).




**Change
      in Accounting Estimates**




During
      December 2004, the Company made a change in accounting estimates with respect
      to
      tenant's reimbursement of insurance and real estate tax expenses. The total
      change approximated $14,500 of which $8,200 is applicable to prior years and
      approximately $6,300 is applicable to the current year.