<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

         [X]      ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)

         For the fiscal year ended April 30, 2001

         [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

         For the transition period from               to
                                        -------------    -------------

                           Commission File No. 1-5926

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

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


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

                                 (305) 621-0501
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

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

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

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

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

                           Yes     [ ]     No     [X]

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

State issuer's revenues for its most recent fiscal year:  $426,000.

As of October 15, 2001, 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
October 15, 2001) was approximately $120,341.


<PAGE>




                                     PART I

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. See Item 2. Properties.
The Company also intends to acquire other income-generating properties to add to
the Company's portfolio. The Company's current 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 2000 and 1999 fiscal years.

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

ITEM 2.  PROPERTIES

Description of Warehouse

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

Financing

         At April 30, 2001, the building was subject to an outstanding first
mortgage in favor of a commercial bank with a principal balance of approximately
$1,765,000. In October 1999, the Company refinanced the loans with the proceeds
of a new first mortgage loan of $1,800,000 obtained from another commercial
bank. The new loan accrues interest at prime less 1/2% and is payable in 120
monthly installments of $13,600, with a balloon payment of $1,445,000 due
October 2009. The loan is secured by the Company's land and building and a
personal guarantee of the Company's chairman.


                                       -2-

<PAGE>



Leasing Activities

         The Company continues to seek long term commercial tenants for its
building. The building is located in an industrial park which contains many
similar facilities. Current rents for such facilities range from approximately
$3.75 per square foot to approximately $5.00 per square foot and the occupancy
rate in the area is approximately 75%.

         The Company has leased approximately 80% of the building, as follows:

         -        The Company has leased 24,000 square feet of the building
under a three year lease which expires in January 2003. This lease provides for
rent of $11,700 per month, plus increases based on changes in the consumer price
index.

         -        The Company has leased 38,500 square feet under a three year
lease expiring in March 2004. This lease provides for rent of $15,010 per month.

         -        The Company has leased 16,000 square feet under a five year
lease expiring in September 2004. The lease provides for an initial rent of
$6,800 per month, with annual increases based on a schedule set forth in the
lease.

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 2000 were approximately $28,000.

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-

<PAGE>



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-

<PAGE>



Stuart L. Stein

         In December 1999, Stuart L. Stein and Stuart L. Stein P.A. filed a
complaint against the Company in the First Judicial District Court of the State
of New Mexico. The complaint alleged that the Company improperly filed a civil
action against the plaintiffs and others seeking to enforce a judgment which the
Company had obtained against the plaintiffs. The Company's civil action was
subsequently dismissed by stipulation with prejudice. The plaintiffs alleged
that the Company's actions constituted malicious abuse of process, defamation
and interference with economic relations. The plaintiffs dismissed their
complaint with prejudice in July 2001.


ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.


                                       -5-

<PAGE>



                                     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.

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


           CLOSING BID                                   CLOSING ASK

<TABLE>
<CAPTION>
     1999            HIGH            LOW             HIGH            LOW
     ----            ----            ---             ----            ---
<S>                  <C>             <C>             <C>             <C>
     MAY 3           $.03             03             .065            .06
      TO
    JULY 30
    AUG. 2            .03            .03             .06             .05
      TO
    OCT. 29
    NOV. 1            .03            .02             .05             .05
      TO
    JAN 31,
     2000
</TABLE>


           CLOSING BID                                   CLOSING ASK

<TABLE>
<CAPTION>
     2000            HIGH            LOW             HIGH            LOW
     ----            ----            ---             ----            ---
<S>                  <C>             <C>             <C>             <C>
    FEB. 1           $.02            .02             .07             .05
      TO
    APR. 28
     MAY 1            .03            .02             .03             .07
      TO
    JULY 31
    AUG. 1            .05            .02             .126           .025
      TO
    OCT. 31
    NOV. 3            .05            .045            .07             .06
      TO
    JAN 30,
     2000
</TABLE>


<TABLE>
<CAPTION>
           CLOSING BID                                   CLOSING ASK
     2001            HIGH            LOW             HIGH            LOW
     ----            ----            ---             ----            ---
<S>                  <C>             <C>             <C>             <C>
     FEB.2           $.05            .035            .08             .05
      TO
    APR. 30
</TABLE>


         As of October 15, 2001, there were 474 holders of record of the
Company's common stock.


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


                                       -6-

<PAGE>



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

Results of Operation

         For fiscal year 2001, the Company had rental income of $381,000,
compared with rental income of $347,000 in 2000. During 2001, approximately 80%
of the Company's warehouse was leased. Rental income was offset by rental
expense of $112,000 in 2001 compared to $128,000 in 2000.

         During 2001, the Company continued to operate a hardware sales
business, in which it sells replacement parts for the sliding glass door and
window products formerly manufactured by the Company. Net sales in 2001 were
$16,000 (with cost of goods sold of $7,000), compared to sales of $30,000 in
2000 (and cost of goods sold of $14,000).

         The Company's administration expenses were $39,000 in 2001, compared to
$46,000 in 2000.

         As a result of the foregoing factors, the Company had net income,
before extraordinary items, of $84,000 in 2001 compared with net income of
$51,000 in 2000. The improvement in net income reflects the Company's success in
leasing a substantial portion of its building at profitable rental rates. The
Company's net income for 2001 was further increased by $33,000 in extraordinary
income arising from the realization of prior years tax benefits.

Liquidity and Capital Resources

         The Company's cash increased by $76,000 during fiscal year 2001
compared with an increase of approximately $426,000 during fiscal year 2000. The
increase in 2001 in cash was primarily due to positive cash flow from
operations. The Company expended approximately $109,000 for improvements to its
building, including partial roof replacement and interior improvements to
accommodate tenants. As of April 30, 2001, the Company's cash position was
approximately $564,000.

         At April 30, 2001, the Company's principal financing consisted of a
loan with a principal balance of $1,765,000 from a third party lender, secured
by a lien on the Company's building. During October 1999, the Company refinanced
the mortgage. The loan bears interest at 5%. It is payable $13,000 per month for
120 months, with a balloon payment October 2009 in the approximate amount of
$1,489,000. 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% ($900,000 at the closing date) of the mortgage balance. The Company
utilized the excess proceeds from the loan to make additional improvements to
the building, to increase its cash reserves and to repay a $50,000 loan from the
Company's chairman.

         The Company's working capital is limited. The Company believes that its
working capital needs over the next twelve months will principally consist of
funding routine maintenance of its


                                       -7-

<PAGE>



building and alterations to the interior of the building to accommodate new
tenants. The Company believes that its existing cash reserves, and funds
available from third parties, 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 continue to lease
the space in its building at attractive rates.

Current Operations

         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 believes that it can continue to generate positive cash flow from
operations if it is able to maintain the current level of occupancy in the
building.

         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.


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.


                                       -8-

<PAGE>



                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

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


<TABLE>
<CAPTION>
                                                                  Officer       Director
        Name                              Position                 Since          Since
        ----                              --------                -------        ------
<S>                 <C>                                           <C>           <C>

Angelo Napolitano   President, Chief Executive Officer, and         1992          1988
                    Chairman of the Board of Directors
</TABLE>

         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 65, 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.


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 2001 received compensation in excess of $100,000.


                                       -9-

<PAGE>



                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
NAME AND POSITION                                FISCAL YEAR         SALARY (1)         STOCK OPTIONS
-----------------                                -----------         ----------         -------------
<S>                                              <C>                 <C>                <C>

                                                    2001              $ 36,000               -
Angelo Napolitano, Chief Executive Officer          2000              $ 36,000               -
                                                    1999              $ 36,000               -
</TABLE>

-------------

(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, 2001, accrued management fees totaled $208,500. No fees have been
paid since March 2000.

Compensation of Directors

         No amounts were paid to directors during the 2001 fiscal year for
services as directors.


                                      -10-

<PAGE>



ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         To the knowledge of management, as of October 15, 2001, the following
persons beneficially owned 5% or more of the common stock of the Company:


<TABLE>
<CAPTION>
NAME AND ADDRESS OF                                             AMOUNT               PERCENT
BENEFICIAL OWNER                                          BENEFICIALLY OWNED         OF CLASS
----------------                                          ------------------         --------
<S>                                                       <C>                        <C>

Angelo Napolitano                                            1,131,256(1)             37.9%
1521 N.W. 165th Street
Miami, FL 33169

Elizabeth Schuldiner Revocable
Trust u/a 3/20/90 (2)
80 West 12th Street
New York, NY 10011                                             182,967                 6.1%

Walter P. Carucci (3)
Carucci Family Partners (3)
Carr Securities Corp. (3)
One Penn Plaza
New York, NY  10119                                            236,417                 7.9%
</TABLE>


(1)      Mr. Napolitano has sole voting and investment power with respect to
         1,121,256 shares which he holds of record. Mr. Napolitano has shared
         voting and investment power with respect to 10,000 shares which he owns
         jointly with his wife, Mrs. Helen Napolitano.

(2)      Based on information disclosed, as of September 8, 2000, in a Schedule
         13G filed with the Securities and Exchange Commission ("SEC").
         Elizabeth Schuldiner Revocable Trust u/a 3/20/90 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.


                                      -11-

<PAGE>



         The shares of common stock beneficially owned by the Company's sole
director and executive officer as of October 15, 2001 were as follows:


<TABLE>
<CAPTION>
NAME AND ADDRESS OF               AMOUNT BENEFICIALLY      PERCENT
BENEFICIAL OWNER                        OWNED (1)          OF CLASS
----------------                        ---------          --------
<S>                               <C>                      <C>

Angelo Napolitano                    1,131,256(2)          37.9%(2)
</TABLE>

(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. During
fiscal 2000, commissions in the amount of $1,572 were paid to NRC for rental
income generated by the short term leases of portions of the building. In
addition, NRC will receive commissions of $18,000, payable at the rate of $3,600
per year, for a 5-year lease which commenced in January 1995. Payment of these
commissions has been delayed by mutual agreement until the Company's cash
position improves. Accordingly, the Company's accrued expenses include $18,000
representing the unpaid balance.

         In March 1998, Mr. Angelo Napolitano, the Company's President and
Chairman, loaned the Company $50,000, payable on demand. The note bears interest
at the rate of prime plus 1%, payable quarterly. This loan was repaid in the
2000 fiscal year.


                                      -12-

<PAGE>



                                     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, 2001 and 2000

                  Statements of Operations and (Deficit) for Years ended April
                  30, 2001 and 2000

                  Statements of Changes in Shareholders (Deficiency) for Years
                  ended April 30, 2001 and 2000

                  Statements of Cash Flows for Years ended April 30, 2001 and
                  2000

                  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

<TABLE>
<S>                      <C>     <C>                                                      <C>
                  3.     (A)     Articles of Incorporation                                (Note 1)
                         (B)     Articles of Amendment                                    (Note 2)
                         (C)     By-laws                                                  (Note 1)
                         (D)     Amendment to By-laws --
                                 Indemnification                                          (Note 1)
                         (E)     Amendment to By-laws --
                                 Control Share Acquisitions                               (Note 5)

                  10.    Material Contracts

                         (A)     Profit Sharing Plan                                     (Note 3)
                         (B)     Stock Option Plan                                       (Note 3)
                         (C)     Incentive Bonus Plan                                    (Note 3)
                         (D)     Indemnification Agreement
                                 with Directors                                          (Note 4)
</TABLE>


                                      -13-

<PAGE>



<TABLE>
<S>                      <C>     <C>                                                      <C>
                         (E)     Settlement Agreement with
                                 Granite                                                 (Note 6)
                         (F)     Amended, Restated and Consolidated
                                 Promissory Note dated October 13, 1999
                                 made by Miller Industries, Inc. in favor of
                                 City National Bank of Florida                           (Note 7)

                  27.1   Financial Data Schedule (Filed Herewith)
</TABLE>

         Note 1.           Incorporated by reference from the Form 10-K filed
                           with the Commission for the year ended April 30,
                           1981.

         Note 2.           Incorporated by reference from Form 10-K filed with
                           the Commission for the year ended April 30, 1985.

         Note 3.           Incorporated by reference from Form 10-K filed with
                           the Commission for the year ended April 30, 1988.

         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 year ended April 30,
                           1993.

         Note 6.           Incorporated by reference from the Form 10-K filed
                           with the Commission for the fiscal year ended April
                           30, 1994.

         Note 7.           Incorporated by reference from the Form 10-K filed
                           with the Commission for the fiscal year ended April
                           30, 1999.

         (d)               Reports on Form 8-K

                           There were no reports on Form 8-K for the three
                           months ended April 30, 2001.


                                      -14-

<PAGE>



                                   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 17th day of December, 2001.

                                        MILLER INDUSTRIES, INC.


                                         /s/ Angelo Napolitano
                                        ---------------------------------------
                                        By:    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 17th day of December, 2001.


SIGNATURE                                       TITLE

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


                                      -15-

<PAGE>




                          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, 2001 and 2000, and the related statements of operations,
shareholders' deficiency, and cash flows for each of the two years in the period
ended April 30, 2001. 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 auditing standards generally
accepted in the United States of America.. 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, 2001 and 2000 and the results of its operations and its
cash flows for each of the two years in the period ended April 30, 2001, in
conformity with accounting principles generally accepted in the United States of
America.

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


Miami, Florida
July 6, 2001


                                      -16-

<PAGE>



                             MILLER INDUSTRIES, INC.
                                  BALANCE SHEET
                             APRIL 30, 2001 AND 2000


<TABLE>
<CAPTION>
                                     ASSETS

                                                                   2001             2000
                                                               -----------      -----------
Investment Property:
-------------------
<S>                                                            <C>              <C>
   Land                                                        $   161,443      $   161,443
   Building and Improvements                                     1,018,936          909,986
   Machinery and Equipment                                          11,106           11,106
   Furniture and Fixtures                                           10,251           10,251
                                                               -----------      -----------
        Total Cost                                             $ 1,201,736      $ 1,092,786
   Less: Accumulated Depreciation                                  750,653          742,714
                                                               -----------      -----------
        Net Book Value                                         $   451,083      $   350,072
                                                               -----------      -----------

Other Assets:
------------
   Cash                                                        $   563,727      $   488,048
   Inventories                                                       2,627            5,400
   Prepaid Expenses and Other Assets                                12,422           12,176
   Deferred Lease Incentive (Net of Accumulated
     Amortization - $8,218 in 2001 and $2,739 in 2000)              19,174           24,653
   Loan Costs, Less Accumulated Amortization of $3,952 and
     $1,317 in 2001 and 2000, respectively                          22,396           25,031
   Deferred Tax Assets                                                  --               --
                                                               -----------      -----------
        Total Other Assets                                     $   620,346      $   555,308
                                                               -----------      -----------

        TOTAL ASSETS                                           $ 1,071,429      $   905,380
                                                               ===========      ===========

                    LIABILITIES AND SHAREHOLDERS' DEFICIENCY
                    ----------------------------------------

Liabilities:
-----------
   Mortgage and Note Payable                                   $ 1,773,284      $ 1,796,785
   Accounts Payable and Accrued Expenses                           342,310          271,927
   Tenant Security Deposits                                         75,692           73,597
                                                               -----------      -----------

        Total Liabilities                                      $ 2,191,286      $ 2,142,309
                                                               -----------      -----------

Shareholders' Deficiency:
------------------------
   Common Stock - $.05 par, 5,000,000 shares authorized;
      2,982,662 shares issued and outstanding                  $   149,133      $   149,133
   Paid-In Capital                                               1,126,507        1,126,507
   Deficit                                                      (2,395,497)      (2,512,569)
                                                               -----------      -----------

        Total Shareholders' Deficiency                         $(1,119,857)     $(1,236,929)
                                                               -----------      -----------

        TOTAL LIABILITIES AND
          SHAREHOLDERS' DEFICIENCY                             $ 1,071,429      $   905,380
                                                               ===========      ===========
</TABLE>

See Accompanying Notes to Financial Statements.


                                      -17-

<PAGE>



                             MILLER INDUSTRIES, INC.
                             STATEMENT OF OPERATIONS
                       YEARS ENDED APRIL 30, 2001 AND 2000


<TABLE>
<CAPTION>
                                                           2001           2000
                                                        ----------     ----------
<S>                                                     <C>            <C>
Revenues:
--------
  Rental Income                                         $  381,205     $  347,024
  Hardware Sales (Net)                                      16,053         29,930
  Other Income                                              28,510         12,909
                                                        ----------     ----------

      Total Revenues                                    $  425,768     $  389,863
                                                        ----------     ----------

Expenses:
--------
  Rental Expenses (Except Interest)                     $  112,297        127,710
  Cost of Hardware Sales                                     7,298         14,398
  Administrative                                            38,766         45,773
  Interest                                                 150,335        136,702
                                                        ----------     ----------

      Total Expenses                                    $  308,696     $  328,583
                                                        ----------     ----------

      Income Before Tax Provision                       $  117,072     $   65,280
                                                        ----------     ----------

Provision for Income Tax:
------------------------
  Federal Income Tax                                    $   26,504     $   10,491
  State Income Tax                                           6,164          3,315
                                                        ----------     ----------
      Total Provision for Income Tax                    $   32,668     $   13,806
                                                        ----------     ----------

      Profit Before Extraordinary Income                $   84,404     $   51,474

Extraordinary Income:
--------------------
  Realization of Prior Years Tax Benefits                   32,668         13,806
                                                        ----------     ----------

      Net Income                                        $  117,072     $   65,280
                                                        ==========     ==========

Income per Common Share Before Extraordinary Income     $      .03     $      .02

Extraordinary Income                                           .01             --
                                                        ----------     ----------

      Net Income                                        $      .04     $      .02
                                                        ==========     ==========

Average Shares of Common Stock Outstanding               2,982,662      2,982,662
                                                        ==========     ==========
</TABLE>


See Accompanying Notes to Financial Statements.


                                      -18-

<PAGE>



                             MILLER INDUSTRIES, INC.
                             STATEMENT OF CASH FLOWS
                       YEARS ENDED APRIL 30, 2001 AND 2000


<TABLE>
<CAPTION>
                                                                   2001           2000
                                                                ---------      ---------
<S>                                                             <C>            <C>
Cash Flows from Operating Activities:
  Profit Before Extraordinary Income                            $  84,404      $  51,474
  Extraordinary Income                                             32,668         13,806
                                                                ---------      ---------
     Net Profit                                                 $ 117,072      $  65,280

  Adjustments to Reconcile Net Loss to Net Cash Provided by
     (Used For) Operating Activities:
     Depreciation                                                   7,939          7,793
     Amortization                                                   8,114         17,222
  Changes in Operating Assets and Liabilities:
     (Increase) Decrease in Inventory                               2,773          2,600
     (Increase) Decrease in Prepaid Expenses and Other               (246)        (2,247)
     Increase (Decrease) in Accounts Payable and Accruals          70,383         38,549
     Increase (Decrease) in Tenant Security Deposits                2,095         22,497
                                                                ---------      ---------

Net Cash Provided by Operating Activities                       $ 208,130      $ 151,694
                                                                ---------      ---------

Cash Flows from Investing Activities:
------------------------------------
  Acquisition of Property and Equipment                         $(108,950)     $ (11,775)
  Acquisition of Deferred Lease Incentives                             --        (27,392)
                                                                ---------      ---------

Net Cash (Used by) Investing Activities                         $(108,950)     $ (39,167)
                                                                ---------      ---------

Cash Flows from Financing Activities:
------------------------------------
  Principal Payments Under Borrowings                           $ (23,501)     $ (84,166)
  Proceeds from Borrowings                                             --        424,425
  Closing Costs                                                        --        (26,348)
                                                                ---------      ---------

Net Cash Provided (Used) by Financing Activities                $ (23,501)     $ 313,911
                                                                ---------      ---------

Net Increase in Cash and Cash Equivalents                       $  75,679      $ 426,438

Cash and Cash Equivalents at Beginning of Year                    488,048         61,610
                                                                ---------      ---------

Cash and Cash Equivalents at End of Year                        $ 563,727      $ 488,048
                                                                =========      =========

Additional Cash Flow Information:
  Cash Payments During the Year
    Interest                                                    $ 149,378      $ 141,031
                                                                =========      =========
    Income Taxes                                                $      --      $      --
                                                                =========      =========
</TABLE>

See Accompanying Notes to Financial Statements.


                                      -19-

<PAGE>



                             MILLER INDUSTRIES, INC.
                      STATEMENT OF SHAREHOLDERS' DEFICIENCY
                       YEARS ENDED APRIL 30, 2001 AND 2000


<TABLE>
<CAPTION>
                                           Common Stock
                                   --------------------------            Additional
                                    Shares                                Paid-In
                                    Issued             Amount             Capital             (Deficit)
                                    ------             ------            ----------         -----------
<S>                                <C>                <C>               <C>                 <C>
Balance at April 30, 1999          2,982,662          $149,133          $1,126,507          $(2,577,849)
Net Income - 2000                         --                --                  --               65,280
                                   ---------          --------          ----------          -----------
Balance at April 30, 2000          2,982,662          $149,133          $1,126,507          $(2,512,569)
Net Income - 2001                         --                --                  --              117,072
                                   ---------          --------          ----------          -----------
Balance at April 30, 2001          2,982,662          $149,133          $1,126,507          $(2,395,497)
                                   =========          ========          ==========          ===========
</TABLE>





See Accompanying Notes to Financial Statements.


                                      -20-

<PAGE>



                             MILLER INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2001 AND 2000

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.       NATURE OF BUSINESS -
         ------------------

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

2.       INVENTORIES -
         -----------

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


<TABLE>
<CAPTION>
                                                  2001             2000
                                                  ----             ----
         <S>                                    <C>              <C>
         Finished Hardware                      $  2,627         $  5,400
                                                ========         ========
</TABLE>

3.       INVESTMENT PROPERTY -

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

<TABLE>
                    <S>                                <C>
                    Building and Improvements          10 to 30 years
                    Machinery and Equipment            7 years
                    Furniture and Fixtures             7 years
</TABLE>

         Real property and equipment, with an original cost of approximately
         $720,000, have been fully depreciated at April 30, 2001.

4.       INTANGIBLES -
         -----------

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

5.       INCOME TAXES -
         ------------

         The Company adopted Statement of Financial Accounting Standards No.
         109, "Accounting for Income Taxes". Under SFAS 109, deferred tax assets
         and liabilities are determined based


                                      -21-

<PAGE>



         on differences between the financial reporting and tax basis of assets
         and liabilities and are measured by applying enacted tax rates and laws
         to taxable years in which such differences are expected to reverse.

6.       INCOME PER SHARE -
         ----------------

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

7.       CASH -
         ----

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

8.       FINANCIAL INSTRUMENTS -

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

9.       CONCENTRATIONS OF CREDIT RISK -

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

         The balances are insured by the Federal Deposit Insurance Corporation
         up to $100,000. At April 30, 2001, the Company's uninsured cash
         balances approximated $460,000.

10.      REVENUE RECOGNITION -

         Rental income recognition is based upon the underlying lease
         provisions. Hardware sales are recognized upon shipment of goods to
         customers.

11.      ENVIRONMENTAL CLEANUP MATTERS -

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

12.      USE OF ESTIMATES -
         ----------------

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the amounts reported in the financial
         statements and accompanying notes. Actual results could differ


                                      -22-

<PAGE>



         from those estimates. The most significant estimates included in the
         preparation of the financial statements are related to income taxes,
         asset lives, and inventory valuation.

13.      COMPREHENSIVE INCOME -

         In June 1997, the Financial Accounting Standards Board issued Statement
         of Financial Accounting Standards No. 130 "Reporting Comprehensive
         Income", which is effective for fiscal years beginning after December
         15, 1997. SFAS No. 130 establishes standards for the reporting and
         display of comprehensive income and its components in a full set of
         general purpose financial statements which requires the Company to (i)
         classify items of other comprehensive income by their nature in a
         financial statement and (ii) display the accumulated balance of other
         comprehensive income separately from retained earnings and additional
         paid-in-capital in the equity section of the balance sheet. The
         adoption of this standard does not have an effect on the Company's
         reported net earnings for fiscal 2001 and 2000 as there is no
         additional comprehensive income under the statement.

14.      IMPAIRMENT OF LONG-LIVED ASSETS -

         In March 1995, Statement of Financial Accounting Standards No. 121,
         "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
         Assets to be Disposed of", was issued. Statement 121 requires that
         long-lived assets and certain intangibles to be held and used or
         disposed of by an entity be reviewed for impairment whenever events or
         changes in circumstances indicate that the carrying amount of an asset
         may not be recoverable. The Company adopted this statement and
         determined that no impairment loss need be recognized at this time.

15.      SEGMENTS -
         --------

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

16.      COSTS OF COMPUTER SOFTWARE -

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


                                      -23-

<PAGE>



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

17.      START-UP AND ORGANIZATION COSTS -

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

18.      DERIVATIVE INSTRUMENTS -

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

19.      STOCK-BASED COMPENSATION -

         The Company adopted Statement of Financial Accounting Standard No. 123
         (FAS 123), Accounting for Stock-Based Compensation beginning with the
         Company's existence. Upon adoption of FAS 123, the Company continued to
         measure compensation expense for its stock-based employee compensation
         plans using the intrinsic value method prescribed by APB No. 25,
         Accounting for Stock Issued to Employees. The Company did not pay any
         stock-based compensation during the period presented.

20.      PENSIONS AND OTHER POST-RETIREMENT BENEFITS -

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


                                      -24-

<PAGE>



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

21.      ADVERTISING COSTS -

         Advertising costs generally will be charged to operations in the year
         incurred. The Company has not incurred any advertising costs for fiscal
         2001 and 2000.

22.      BUSINESS CONCENTRATIONS -

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


NOTE B - MORTGAGE AND NOTES PAYABLE

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

1.       MORTGAGE PAYABLE -
         ----------------

<TABLE>
<CAPTION>
                                                                                                 2001                    2000
                                                                                                 ----                    ----
<S>                                                                                            <C>                     <C>
9% 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 $15,028 (including interest) with
a final payment of approximately $1,489,000 due October 2009.                                 $1,764,781              $1,787,982


2.       INSURANCE PREMIUM NOTE PAYABLE -


9% insurance premium financing, payable in
monthly installments of $1,215 (including interest)
through November 2001                                                                              8,503                   8,803
                                                                                              ----------              ----------
Total Notes Payable                                                                           $1,773,284              $1,796,785
                                                                                              ==========              ==========
</TABLE>


                                      -25-

<PAGE>



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


<TABLE>
<CAPTION>
Fiscal Year Ending
<S>                                          <C>
           2002                              $   31,418
           2003                                  25,065
           2004                                  27,416
           2005                                  29,988
           2006                                  32,801
        Thereafter                            1,626,596
                                              ---------
           Total                             $1,773,284
                                             ==========
</TABLE>

         Land, buildings and improvements, and insurance policies with an
         approximate cost of $1,203,000 and an approximate net book value of
         $463,000 are pledged as collateral for these obligations.

NOTE C - INCOME TAXES

         The provision for income taxes consists of the following:


<TABLE>
<CAPTION>
                                            2001                  2000
                                            ----                  ----

             <S>                         <C>                    <C>
             Federal                     $ 26,504               $ 10,491
             State                          6,164                  3,315
                                         --------               --------
                      Total              $ 32,668               $ 13,806
                                         ========               ========

             Current                     $ 33,060               $ 15,208
             Deferred                        (392)                (1,402)
                                         --------               --------
                      Total              $ 32,668               $ 13,806
                                         ========               ========
</TABLE>

         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 March 31, 2001
         and 2000 were as follows:


<TABLE>
<CAPTION>
                                                            2001                2000
                                                         ---------         -----------
<S>                                                      <C>               <C>
         Properties and Equipment principally due
         to depreciation                                 $  55,063         $    54,758
         Net operating loss carryforwards                  929,335             973,702
                                                         ---------         -----------
                  Total gross deferred tax assets        $ 984,398         $ 1,028,460
         Less: Valuation allowance                        (984,398)         (1,028,460)
                                                         ---------         -----------
                  Net Deferred Tax Asset                 $      --         $        --
                                                         =========         ===========
</TABLE>


                                      -26-

<PAGE>



         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 $44,000 for 2001.


         At April 30, 2001, the Company had approximately $2,471,000 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:


<TABLE>
<S>                           <C>
2002                          $   60,000
2005                              76,000
2006                             641,000
2007                           1,083,000
2008                             206,000
2009                             132,000
2011                             100,000
2012                              68,000
2013                             104,800
2019                                 200
                              ----------

         Total                $2,471,000
                              ==========
</TABLE>

         At April 30, 2001, 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, 2001 and 2000
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:


<TABLE>
<CAPTION>
                                                       2001                             2000
                                                ------------------------        ------------------------
                                                  Per cent of Pre-Tax              Per cent of Pre-Tax
                                                  Amount         Income           Amount          Income
                                                  ------         ------           ------          ------

<S>                                             <C>              <C>            <C>               <C>
Income before provision for income taxes        $ 117,072          100%         $  65,280           100%
                                                ---------          ---          ---------           ---

Computed expected tax expense (credit)          $  39,804           34%         $  22,195            34%
Federal tax (benefit) of State Income Tax          (2,096)          (2)            (1,127)           (2)
Sur Tax Exemption                                 (11,204)         (10)           (10,577)          (16)
                                                ---------          ---            -------           ---

Actual Federal income tax expense               $  26,504           22%         $  10,491            16%
                                                =========          ===          =========           ===
</TABLE>


                                      -27-

<PAGE>



NOTE D - RENTAL INCOME

         The Company leased offices and warehouse space for distribution during
fiscal 2001 to three unrelated third parties under leases with varying
maturities through 2005. Rental income approximated $381,000 and $347,000 for
fiscal 2001 and 2000, respectively. Rental income from three of the Company's
tenants amounted to 91% and 86% of total rental income in 2001 and 2000,
respectively.

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


<TABLE>
<S>                                                         <C>
2002                                                        $ 380,000
2003                                                          342,000
2004                                                          234,000
2005                                                           31,000
                                                            ---------

Total                                                       $ 987,000
                                                            =========
</TABLE>

NOTE E - RENTAL EXPENSES (EXCEPT FOR INTEREST)


Rental expenses consisted of:

<TABLE>
<CAPTION>
                                               2001            2000
                                             --------        --------
<S>                                          <C>             <C>
Depreciation and Amortization                $ 16,052        $ 25,016
Leasing Expenses                                   --           3,143
Insurance                                      15,973          12,315
Management Fees                                36,000          36,000
Outside Services                                3,723           7,258
Repairs and Maintenance                         5,790          10,998
Utilities                                       1,719           3,728
Taxes                                          33,040          29,252
                                             --------        --------

         Totals                              $112,297        $127,710
                                             ========        ========
</TABLE>

NOTE F - ADMINISTRATIVE EXPENSES


Administrative expenses consisted of:

<TABLE>
<CAPTION>
                                               2001            2000
                                             --------        --------
<S>                                          <C>             <C>
Accounting and Legal                         $ 23,366        $ 24,414
Contract Labor                                     65           2,844
Office Supplies/Postage/Other                   2,557           2,183
Stockholders' Expenses                          9,010          12,698
Telephone                                       3,768           3,634
                                             --------        --------

         Totals                              $ 38,766        $ 45,773
                                             ========        ========
</TABLE>


                                      -28-

<PAGE>



NOTE G - RELATED PARTY TRANSACTIONS

1.       Management fees in the amount of $36,000 per year were incurred by the
         Company for 2001 and 2000 to Harnap Corp., which is controlled by the
         Chairman of the Board of Miller Industries, Inc. Included in accounts
         payable is approximately $209,000 and $173,000 for 2001 and 2000,
         respectively owed to Harnap Corp. In addition, Harnap Corp. was
         reimbursed by the Company during 2000 for out-of-pocket repairs and
         other expenses in the amount of $4,000.


2.       The Company incurred real estate leasing services from Napolitano
         Realty Corporation that is considered to be a related party for fiscal
         2001 and 2000. Leasing services approximated $1,600 for 2000. Included
         in accounts payable and accrued expenses is approximately $18,000 for
         2001 and 2000, respectively owed to Napolitano Realty Corporation.

NOTE H - COMMITMENTS, CONTINGENCIES, SUBSEQUENT EVENTS AND OTHER MATTERS

         ENVIRONMENTAL MATTERS -

         During 1991, the Company was named by the North Carolina Department of
         Environmental, Health and Natural Resources as one of many Potentially
         Responsible Parties ("PRPs") for the closure and clean-up of a bankrupt
         Environmental Protection Agency ("EPA") approved hazardous waste
         processing facility in Jamestown, North Carolina. Over 1,000 of the
         PRPs, including the Company, have formed the Seaboard Group II for the
         purpose of limiting their exposure with respect to the site. 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.

         In 1981, the Company was named by the EPA as one of many 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 consent order in
         settlement of the EPA claim. The PRPs subsequently negotiated a
         settlement among themselves to raise the funds necessary to perform
         specified cleanup activities. To date, all but $15,000 of the Company's
         commitment has been covered by its insurance carrier, and clean-up
         operations are progressing at the site. The Company has accrued $10,000
         for the estimated additional costs to complete the clean-up which is
         included in accrued expenses in the accompanying balance sheets.

NOTE I - LITIGATION

         An attorney, whom the Company has a judgement against, has filed a
         complaint against Miller Industries, Inc. for malicious abuse of
         process, defamation and interference with economic relationships.


                                      -29-

<PAGE>


         The parties are currently conducting discovery, and management is
         unable to predict its outcome at this time. An award, if any, in excess
         of the insurance coverage would be the responsibility of the Company.

         The Company is involved in other legal actions arising in the normal
         course of business. Management is of the opinion that their outcome
         will not have a significant effect on the Company's financial position.




                                      -30-