UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
FORM
10-QSB
x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
|
|
ACT
OF 1934
|
For
the
quarterly period ended January 31, 2006
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|
|
ACT
OF 1934
|
For
the
transition period from _____to _____
Commission
File No. 33-2249-FW
MILLER
PETROLEUM, INC.
(Exact
name of small business issuer as specified in its charter)
TENNESSEE
|
62-1028629
|
(State
or other jurisdiction of
|
(I.R.S.
Employer Identification. No.)
|
incorporation
or organization)
|
|
3651
Baker Highway
|
Huntsville,
Tennessee 37756
|
(Address
of principal executive offices)
|
|
(423)
663-9457
|
Issuer's
telephone number
|
|
N/A
|
(Former
name, former address and former fiscal year if changed from last
report.)
|
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 issuer was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. YES x NO o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) YES o NO
x
As
of
January 31, 2006, the registrant had a total of 14,276,856 shares of Common
Stock, $0.0001 par value, outstanding.
Transitional
Small Business Disclosure Format (check one): YES o NO x
Miller
Petroleum, Inc.
Form
10-QSB
For
the Quarter Ended January 31, 2006
Table
of Contents
PART
1-FINANCIAL INFORMATION
|
|
|
|
|
|
|
Item
1.
|
Condensed
Consolidated Financial Statements
|
|
|
|
|
|
|
|
Condensed
Consolidated Balance Sheets as of January 31, 2006
(Unaudited)
|
3
|
|
|
and
April 30, 2005
|
|
|
|
|
|
|
|
Condensed
Consolidated Statements of Operations for the Three Months and nine
|
|
|
|
months
ended January 31, 2006 and January 31, 2005
(Unaudited)
|
5
|
|
|
|
|
|
|
Condensed
Consolidated Statement of Stockholders’ Equity for the Nine
Months
|
|
|
|
ended
January 31, 2006
|
6
|
|
|
|
|
|
|
Condensed
Consolidated Statements of Cash Flows for the Nine Months Ended
|
|
|
|
January
31, 2006 and 2005 (Unaudited)
|
7
|
|
|
|
|
|
|
Notes
to Condensed Consolidated Financial Statements
(Unaudited)
|
8
|
|
|
Condensed
Consolidated Balance Sheets as of January 31, 2006
(Unaudited)
|
|
|
|
|
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
|
|
|
|
Operations
|
10
|
|
|
|
|
|
Item
3.
|
Controls
and Procedures
|
14
|
|
|
|
|
PART
II-OTHER INFORMATION
|
|
|
|
|
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
15
|
|
|
|
|
|
Item
6.
|
Exhibits
|
15
|
|
|
|
|
SIGNATURES
|
16
|
MILLER
PETROLEUM, INC.
Consolidated
Balance Sheets
|
|
January
31
|
|
April
30
|
|
|
|
2006
|
|
2005
|
|
|
|
Unaudited
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
268,780
|
|
$
|
2,362
|
|
Accounts
receivable
|
|
|
214,667
|
|
|
182,951
|
|
Participant
receivables
|
|
|
268,371
|
|
|
|
|
Current
portion of note receivable
|
|
|
42,250
|
|
|
47,000
|
|
Inventory
|
|
|
67,389
|
|
|
67,389
|
|
Deferred
offering costs
|
|
|
|
|
|
88,842
|
|
Total
Current Assets
|
|
|
861,457
|
|
|
388,544
|
|
|
|
|
|
|
|
|
|
FIXED
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Machinery
and equipment
|
|
|
837,379
|
|
|
941,601
|
|
Vehicles
|
|
|
309,606
|
|
|
333,583
|
|
Buildings
|
|
|
313,335
|
|
|
313,335
|
|
Office
Equipment
|
|
|
22,045
|
|
|
72,549
|
|
|
|
|
1,482,365
|
|
|
1,661,068
|
|
Less:
accumulated depreciation
|
|
|
(755,966
|
)
|
|
(939,579
|
)
|
Total
Fixed assets
|
|
|
726,399
|
|
|
721,489
|
|
|
|
|
|
|
|
|
|
OIL
AND GAS PROPERTIES
|
|
|
2,756,568
|
|
|
2,941,832
|
|
(On
the basis of successful efforts accounting)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PIPELINE
FACILITIES
|
|
|
197,035
|
|
|
206,298
|
|
|
|
|
|
|
|
|
|
OTHER
ASSETS
|
|
|
|
|
|
|
|
Investment
in joint venture at cost
|
|
|
336,669
|
|
|
|
|
Land
|
|
|
496,500
|
|
|
496,500
|
|
Investments
|
|
|
500
|
|
|
500
|
|
Equipment
held for sale
|
|
|
427,462
|
|
|
431,462
|
|
Cash
- restricted
|
|
|
83,000
|
|
|
71,000
|
|
|
|
|
|
|
|
|
|
Total
Other Assets
|
|
|
1,344,131
|
|
|
999,462
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
5,885,590
|
|
$
|
5,257,625
|
|
See
notes
to consolidated financial statements.
MILLER
PETROLEUM, INC.
Consolidated
Balance Sheets
|
|
January
31
|
|
April
30
|
|
|
|
2006
|
|
2005
|
|
|
|
Unaudited
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable - trade
|
|
$
|
162,951
|
|
$
|
330,620
|
|
Accrued
expenses
|
|
|
43,519
|
|
|
224,306
|
|
Current
portion of notes payable
|
|
|
13,717
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Current Liabilities
|
|
|
220,187
|
|
|
554,926
|
|
|
|
|
|
|
|
|
|
LONG-TERM
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes
payable-Related parties
|
|
|
|
|
|
1,673,693
|
|
Other
|
|
|
330,207
|
|
|
655,646
|
|
|
|
|
|
|
|
|
|
Total
Long-Term Liabilities
|
|
|
330,207
|
|
|
2,329,339
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
550,394
|
|
|
2,884,265
|
|
|
|
|
|
|
|
|
|
TEMPORARY
EQUITY
|
|
|
|
|
|
|
|
Common
stock subject to put
|
|
|
4,350,000
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
Common
Stock: 500,000,000 shares authorized
|
|
|
|
|
|
|
|
at
$0.0001 par value, 14,276,856 and 9,383,856
|
|
|
|
|
|
|
|
shares
issued and outstanding
|
|
|
1,427
|
|
|
939
|
|
Additional
paid-in capital
|
|
|
10,775,560
|
|
|
4,495,498
|
|
Unearned
compensation
|
|
|
(824,831
|
)
|
|
|
|
Common
stock subject to put
|
|
|
(4,350,000
|
)
|
|
|
|
Retained
Earnings
|
|
|
(4,616,960
|
)
|
|
(2,123,077
|
)
|
Total
Stockholders' Equity
|
|
|
985,196
|
|
|
2,373,360
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
$
|
5,885,590
|
|
$
|
5,257,625
|
|
See
notes
to consolidated financial statements.
MILLER
PETROLEUM, INC.
Consolidated
Statements of Operations
(UNAUDITED)
|
|
For
the Three Months Ended
|
|
For
the Nine Months Ended
|
|
|
|
January
31
|
|
January
31
|
|
|
|
2006
|
|
2005
|
|
2006
|
|
2005
|
|
|
|
|
|
As
Restated
|
|
|
|
As
Restated
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil
and gas revenue
|
|
$
|
285,973
|
|
$
|
238,790
|
|
$
|
627,931
|
|
$
|
601,240
|
|
Service
and drilling revenue
|
|
|
138,632
|
|
|
30,014
|
|
|
1,480,804
|
|
|
157,685
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Revenue
|
|
|
424,605
|
|
|
268,804
|
|
|
2,108,735
|
|
|
758,925
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COSTS
AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of oil and gas revenue
|
|
|
23,751
|
|
|
19,567
|
|
|
62,793
|
|
|
60,010
|
|
Cost
of service and drilling revenue
|
|
|
153,114
|
|
|
19,323
|
|
|
1,220,310
|
|
|
55,515
|
|
Selling,
general and administrative
|
|
|
969,907
|
|
|
74,706
|
|
|
1,515,630
|
|
|
310,696
|
|
Salaries
and wages
|
|
|
70,152
|
|
|
82,884
|
|
|
229,144
|
|
|
180,658
|
|
Depreciation,
depletion and amortization
|
|
|
93,890
|
|
|
63,330
|
|
|
255,657
|
|
|
152,659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Costs and Expense
|
|
|
1,310,814
|
|
|
259,810
|
|
|
3,283,534
|
|
|
759,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME
(LOSS) FROM OPERATIONS
|
|
|
(886,209
|
)
|
|
8,994
|
|
|
(1,174,799
|
)
|
|
(613
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Income
|
|
|
470
|
|
|
429
|
|
|
667
|
|
|
674
|
|
Gain
on sale of equipment
|
|
|
|
|
|
56,149
|
|
|
|
|
|
98,638
|
|
Interest
expense
|
|
|
(690,995
|
)
|
|
(52,363
|
)
|
|
(1,319,751
|
)
|
|
(165,386
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Other Income (Expense)
|
|
|
(690,525
|
)
|
|
4,215
|
|
|
(1,319,084
|
)
|
|
(66,074
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCOME (LOSS)
|
|
$
|
(1,576,734
|
)
|
$
|
13,209
|
|
$
|
(2,493,883
|
)
|
$
|
(66,687
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and Diluted - Loss per Share
|
|
|
(0.16
|
)
|
|
-
|
|
|
(0.26
|
)
|
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and Diluted -Shares Outstanding
|
|
|
10,022,922
|
|
|
9,383,856
|
|
|
9,674,601
|
|
|
9,141,342
|
|
See
notes
to consolidated financial statements.
MILLER
PETROLEUM, INC
Consolidated
Statement of Stockholders' Equity
(UNAUDITED)
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
Common
|
|
Shares
|
|
Paid-in
|
|
Unearned
|
|
Retained
|
|
|
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Compensation
|
|
Earnings
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restated
balance,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April
30, 2005
|
|
|
9,396,856
|
|
$
|
939
|
|
$
|
4,495,498
|
|
$ |
|
|
$
|
(2,123,077
|
)
|
$
|
2,373,360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
as
prepayment of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
financing
costs
|
|
|
|
|
|
|
|
|
370,392
|
|
|
|
|
|
|
|
|
370,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for
financing cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
penalty
|
|
|
|
|
|
|
|
|
36,000
|
|
|
|
|
|
|
|
|
36,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
as
payments of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
services
|
|
|
1,580,000
|
|
|
158
|
|
|
1,612,842
|
|
|
(824,831
|
)
|
|
|
|
|
788,169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for
stock sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
commission
|
|
|
400,000
|
|
|
40
|
|
|
459,960
|
|
|
|
|
|
|
|
|
460,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of stock sales
|
|
|
|
|
|
|
|
|
(460,000
|
)
|
|
|
|
|
|
|
|
(460,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of shares
|
|
|
2,900,000
|
|
|
290
|
|
|
4,349,710
|
|
|
|
|
|
|
|
|
4,350,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
offering cost
|
|
|
|
|
|
|
|
|
(88,842
|
)
|
|
|
|
|
|
|
|
(88,842
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
nine
months ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January
31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,493,883
|
)
|
|
(2,493,883
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
January 31, 2006
|
|
|
14,276,856
|
|
$
|
1,427
|
|
$
|
10,775,560
|
|
$
|
(824,831
|
)
|
$
|
(4,616,960
|
)
|
$
|
5,335,196
|
|
See
notes
to consolidated financial statements.
MILLER
PETROLEUM, INC.
Consolidated
Statement of Cash Flows
(UNAUDITED)
|
|
|
|
As
Restated
|
|
|
|
For
the Nine
|
|
For
the Nine
|
|
|
|
Months
Ended
|
|
Months
Ended
|
|
|
|
January
31, 2006
|
|
January
31, 2005
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
Net
Income (Loss)
|
|
$
|
(2,493,883
|
)
|
$
|
(66,687
|
)
|
|
|
|
|
|
|
|
|
Depreciation,
depletion and amortization
|
|
|
255,657
|
|
|
152,659
|
|
|
|
|
|
|
|
|
|
Adjustments
to Reconcile Net Loss to
|
|
|
|
|
|
|
|
Net
Cash Provided (Used) by Operating Activities:
|
|
|
|
|
|
|
|
Gain
on sale of equipment
|
|
|
|
|
|
6,665
|
|
Issuance
of stock for services
|
|
|
788,169
|
|
|
110,000
|
|
Accretion
of warrant costs
|
|
|
406,392
|
|
|
|
|
Changes
in Operating Assets and Liabilities:
|
|
|
|
|
|
|
|
Decrease
(increase) in accounts receivable
|
|
|
(31,716
|
)
|
|
48,169
|
|
Decrease
(increase) in participant receivables
|
|
|
(268,371
|
)
|
|
(339
|
)
|
Decrease
(increase) in prepaid expenses
|
|
|
88,590
|
|
|
|
|
Increase
(decrease) in accounts payable
|
|
|
(167,670
|
)
|
|
(37,864
|
)
|
Increase
(decrease) in accrued expenses
|
|
|
(180,787
|
)
|
|
44,820
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided (Used) by Operating Activities
|
|
|
(1,692,209
|
)
|
|
346,013
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
Purchase
of Equipment
|
|
|
(79,832
|
)
|
|
|
|
Net
additions to oil and gas properties
|
|
|
(335,905
|
)
|
|
(324,065
|
)
|
Decrease
(increase) in restricted cash
|
|
|
12,000
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
Net
Cash Used by Investing Activities
|
|
|
(427,737
|
)
|
|
(322,065
|
)
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
Payments
on notes payable
|
|
|
(6,135,415
|
)
|
|
(122,552
|
)
|
Proceeds
from borrowing
|
|
|
4,150,000
|
|
|
48,909
|
|
Net
proceeds from issuance of common stock
|
|
|
4,350,000
|
|
|
96,001
|
|
Proceeds
from sale of equipment
|
|
|
17,029
|
|
|
|
|
Change
in note receivable
|
|
|
4,750
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by Financing Activities
|
|
|
2,386,364
|
|
|
22,358
|
|
|
|
|
|
|
|
|
|
NET
INCREASE IN CASH
|
|
|
266,418
|
|
|
46,306
|
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
|
2,362
|
|
|
2,416
|
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
268,780
|
|
$
|
48,722
|
|
|
|
|
|
|
|
|
|
CASH
PAID FOR
|
|
|
|
|
|
|
|
INTEREST
|
|
$
|
389,835
|
|
$
|
143,386
|
|
INCOME
TAXES
|
|
$
|
0
|
|
$
|
0
|
|
See
notes
to consolidated financial statements.
MILLER
PETROLEUM, INC.
Notes
to the Consolidated Financial Statements
(1) Certain
information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these financial statements
be read in conjunction with the Registrant's April 30, 2005 Annual Report on
Form 10-KSB/A. The results of operations for the period ended January 31, 2006
are not necessarily indicative of operating results for the full year. In the
opinion of management, the consolidated financial statements and other
information furnished herein reflect all adjustments in fiscal year 2005
consisting of normal recurring accruals which are necessary for a fair
presentation of the results of the interim periods covered by this report.
(2) RESTATEMENT
OF CONSOLIDATED FINANCIAL STATEMENTS
Our
Consolidated Financial Statements for the three months ended January 31, 2005
are restated in this Form 10-QSB to reflect a $22,000 amortization of prepaid
financing costs and $110,000 in selling, general and administrative expenses
to
record stock issued for services. The effect of the restatements on net loss
was
to increase net loss by $132,000 for the three months ended January 31,
2005.
(3) LONG-TERM
DEBT, WARRANTS, LOAN FEES AND RESTRICTED CASH
On
May 9,
2005, we entered into a credit agreement, under which terms we received
$4,150,000 in debt financing under two convertible promissory notes of
$3,150,000 and $1,000,000, respectively. Repayment was to be made on or before
June 30, 2006, with monthly interest-only payments during the interim. These
notes were convertible into common stock at the lesser price of $1.50 per share
or the price of common stock issued to investors in a future equity
offering. The
lenders were also granted registration rights to any shares issued on conversion
of the notes.
The
notes
were secured by all of our assets and a security interest in a debt service
account provided for by the agreement, under which $160,000 was placed in escrow
to provide the lenders a reserve for future interest payments. When the loans
were paid on December 27, 2005, the balance of $71,000 in the escrow account
was
released.
The
loans
were paid off on December 27, 2005 and, in connection with the payoff of the
loans, we incurred fees of $281,897 and $523,523 for the three and nine months
ended January 31, 2006, respectively, which were amortized to interest expense
over the life of the loan.
To
secure
the funding, an aggregate total of 1,000,000 non-callable five year warrants
exercisable at $0.50 per share, were also issued, with registration rights
requiring us to register the common stock into which the warrants can be
converted. The warrants were recorded, at fair value, as $370,392 of prepaid
financing costs. Fair value was computed as the estimated present value at
grant
date of the warrants using the Black-Scholes option-pricing model with the
following assumptions: expected volatility of 50%; a risk free interest rate
of
4.50% and an expected option life of 2 years, six months. The options were
amortized to interest expense over the term of the loan. The loans were paid
off
December 27, 2005, resulting in fees of $211,652 and $370,392, which were
included in interest expense for the three and nine months ended January 31,
2006, respectively.
The
loan
agreement for the $4,150,000 debt financing provided for registration of the
warrants by a certain date. The registration was not timely completed and we
re-negotiated the penalty provision to provide for 40,000 additional warrants
per month, beginning December 31, 2005 until the registration statement is
filed
and declared effective by the U.S. Securities and Exchange Commission. For
the
three and nine months ended January 31, 2006, 80,000 additional warrants were
issued and were included in interest expense in the amount of
$36,000.
Interest
expense in the financial statements for the three and nine months ended January
31, 2006 consisted of the following:
|
|
Three
Months
|
|
Nine
Months
|
|
|
|
ended
|
|
ended
|
|
|
|
January
31, 2006
|
|
January
31, 2006
|
|
|
|
|
|
|
|
Payments
for interest
|
|
$
|
161,446
|
|
$
|
389,835
|
|
Loan
cost
|
|
|
281,897
|
|
|
523,524
|
|
Warrants
|
|
|
211,652
|
|
|
370,392
|
|
Penalty
warrants
|
|
|
36,000
|
|
|
36,000
|
|
|
|
$
|
690,995
|
|
$
|
1,319,751
|
|
(4) STOCKHOLDERS’
EQUITY
In
addition to the warrants issued as discussed on Note 3, during the nine months
ended January 31, 2006 we entered into five employment/service contracts wherein
we agreed to issue 1,580,000 shares of common stock for compensation and
services. As part of an employment agreement 500,000 shares of common stock
were
issued to our President under a three-year employment contract and 1,080,000
common shares were issued to consultants. Three of the contracts were completed
or cancelled and two of the contracts require continued performance, one until
September 9, 2007 and one until December 10, 2008. Of the $1,613,000 total
value
of the shares, $73,973 and $714,196 were reflected in selling, general and
administrative expense for the quarters ended October 31, 2005 and January
31,
2006, respectively, and $824,831 has been deferred to the future periods covered
by the agreements.
On
December 23, 2005 we entered into a joint venture agreement (JV) with Wind
City
Oil & Gas, LLC to form Wind Mill Oil & Gas, LLC to explore, drill and
develop certain oil and gas properties. The JV provides for Wind Mill Oil &
Gas, LLC to repay us for our efforts involved in these activities and for our
retention of a 49% interest in any resulting production.
As
part
of the agreement, Wind City Oil & Gas, LLC purchased 2,900,000 common shares
for $4,350,000 on December 23, 2005. The stock purchase agreement contains
a put
whereby Wind City Oil & Gas, LLC can put the stock back to us until
September 30, 2006. Because of this provision the Company has classified the
stock as temporary equity, in accordance with Accounting Series Release (“ASR”)
No. 268 and Emerging Issues Task Force (“EITF”) Topic D-98, which require that
stock subject to rescission or redemption requirements outside the control
of
the Company to be classified outside of permanent equity.
Since
the
Company had a net loss for the three and nine months ended January 31, 2006
and
for the nine months ended January 31, 2005, the assumed effects from the
exercise of outstanding options and warrants would have been anti-dilutive.
For
the three months ended January 31, 2005, the change in earnings per share due
to
dilution is immaterial. Therefore, there are no diluted per share amounts in
the
2005 and 2004 statements of operations.
(5) PARTICIPANT
RECEIVABLES
Participant
receivable consist of receivables contractually due from our various joint
venture partners in connection with routine exploration, betterment and
maintenance activities. The balance in participant receivables over 90 days
old
is approximately $75,000. Our collateral for these receivables generally
consists of lien rights over the related oil producing properties. Approximately
$99,000 is due from Wind Mill Oil & Gas, LLC, a related party.
(6) RECENT
ACCOUNTING PRONOUNCEMENTS
In
March
2004, The Emerging Issues Task Force (“EITF”) reached a consensus that mineral
rights, as defined in EITF Issue No. 04-02, Whether Mineral Rights are “Tangible
or Intangible Asset”, are tangible assets and that they should be removed as
examples of intangibles assets in SFAS Nos. 141 and 142. The FASB has recently
ratified this consensus and directed the FASB staff to amend SFAS Nos. 141
and
142 through the issuance of FASB Staff Positions FSP FAS 141-1 and FSP FAS
142-1. Historically we have included the cost of such mineral rights as tangible
assets, which is consistent with the EITF’s consensus. As such, EITF 04-02 did
not affect our Consolidated Financial Statements.
In
December 2004, The FASB issued SFAS No. 123R, “Share-Based Payment.” This
statement is a revision to SFAS No. 123, “Accounting for Stock-Based
Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to
Employees”. This statement establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods
or
services, primarily focusing on the accounting for transactions. Companies
will
be required to measure the cost of employee services received in exchange for
an
award of equity instruments based on the grant date fair value of the award
(with limited exceptions). That cost will be recognized over the period during
which an employee is required to provide service, the requisite service period
(usually the vesting period), in exchange for the award. The grant date fair
value of employee share options and similar instruments will be estimated using
option-pricing models.
If
an
equity award is modified after the grant date, incremental compensation cost
will be recognized in an amount equal to the excess of the fair value of the
modified award over the fair value of the original award immediately before
the
modifications for small business issuers. SFAS No. 123R will be effective for
periods beginning after December 15, 2005. Accordingly, we will adopt SFAS
No.
123R in our fourth quarter of fiscal 2006. We are currently evaluating the
provisions of SFAS No. 123R and have not determined the impact that this
Statement will have on its results of operations or financial
position.
In
April
2005, the FASB issued Staff Interpretation No. 19-1 (”FSP FAS 19-1”) “Accounting
for Suspended Well Costs”, which provides guidance on the accounting for
exploratory well costs and proposes an amendment to FASB Statement No. 19,
Financial Accounting and Reporting By Oil and Gas Producing Companies. The
guidance in FSP FAS 19-1 applies to enterprises that use the successful efforts
method of accounting as described in FASB 19. Currently we have no exploration
activities; therefore, the guidance in FSP FAS 19-1 does not impact the
consolidated financial position, result of operations or cash
flows.
Item
2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Introduction
The
following discussion is intended to facilitate an understanding of our business
and results of operations and includes forward-looking statements that reflect
our plans, estimates and beliefs. It should be read in conjunction with our
Unaudited consolidated financial statements and the accompanying notes to the
consolidated financial statements included herein. Our actual results could
differ materially from those discussed in these forward-looking
statements.
Overview
We
are
actively engaged in the exploration, development, production and acquisition
of
crude oil and natural gas primarily in eastern Tennessee. In December 2005,
we
entered into a joint venture agreement with Wind City Oil & Gas, LLC (“Wind
City”) to form Wind Mill Oil & Gas, LLC (the “Wind Mill Joint Venture”). We
own 49% of the Wind Mill Joint Venture and Wind City owns 51%. We contributed
approximately 43,000 acres, which we held under lease in Tennessee, to the
Wind
Mill Joint Venture for oil and gas exploration, development and exploitation
of
undeveloped wells. The joint venture will only encompass new drilling projects.
We retained our working interest in the developed and producing wells located
on
such leases. In connection with the development of wells by the Wind Mill Joint
Venture, we will also receive revenue for providing labor and equipment.
Currently, in conjunction with those acres held by the Wind Mill Joint Venture,
we have approximately 50,000 acres under lease. About 90% of such leases are
held by production.
Most
of
our current oil and gas production is from the Big Lime Formation. However,
there are more than 160 development drilling locations that target the Devonian
(Chattanooga Shale) as well as the Big Lime Formation. We completed the drilling
and fracing of the first five wells on Koppers North and Carden Prospect in
Campbell County, Tennessee, which consist of, the Koppers 6A and 7A and the
Carden 1A, 2A and 3A. The wells have been drilled to approximately 3,000 feet
in
depth to fully penetrate a thickened Devonian Shale, with up to 828 feet of
potential hydrocarbon entry. Average open flows are 130 Mcf of natural gas
per
day for each such well. Gathering lines have been installed to begin gas
sales.
In
June
2001, we made a conventional Big Lime gas discovery, on the Lindsay Land Company
lease that we jointly own with Delta Producers, Inc. Currently there are six
producing wells on the property. Two wells were drilled in June 2005, the
Lindsay #16 and #17. These wells fully penetrated the Big Lime and Devonian
Shale to depths of approximately 4,700 feet. The Lindsay #17 has been foam
fraced in the Devonian Shale and will be fraced in the Big Lime when testing
is
completed in the shale. There are at a minimum twenty-three additional drill
sites on this 3,400 acre lease which is situated near Caryville, Tennessee.
The
balance of this lease was assigned to the Wind Mill Joint Venture.
On
January 5, 2006, we drilled the Edwards/Fowler #1 gas well to 4,632 feet. This
well is the first well to be drilled under the Wind Mill Joint Venture pursuant
to which Wind Mill Oil & Gas, LLC will have a 25% net interest in the wells,
of which we will own 49%. The well is being completed and management anticipates
that it will be put on production in the near future.
We
are
continuing our leasing efforts in the Eastern Tennessee portion of the Eastern
Overthrust Belt, which runs from Eastern Canada through Appalachia into Alabama.
Acreage is being leased there in selected areas, which will be a part of the
Wind Mill Joint Venture.
Liquidity
and Capital Resources
We
have
experienced significant losses and negative cash flow from operations for the
nine months ended January 31, 2006.
|
|
For
the Nine Months Ended
|
|
|
|
January
31
|
|
|
|
2006
|
|
2005
|
|
|
|
|
|
|
|
Net
cash provided (used) by operating activities
|
|
$
|
(1,692,209
|
)
|
$
|
346,013
|
|
|
|
|
|
|
|
|
|
Net
cash provided (used) by investing activities
|
|
|
(427,737
|
)
|
|
(322,065
|
)
|
|
|
|
|
|
|
|
|
Net
cash provided (used) by financing activities
|
|
|
2,388,364
|
|
|
22,358
|
|
On
December 27, 2005, we received proceeds in the amount of $4,350,000 from the
sale of common stock. These funds were used to repay loans from Prospect Energy
and Petro Capital in the amount of $4,150,000 plus interest. After repayment
of
these loans, approximately $200,000 remained for working capital.
Under
the
terms of the joint venture agreement with Wind City Oil & Gas, LLC, we will
receive cost reimbursement and compensation, which is expected to be between
$60,000 and $100,000 per month, based on drilling activity. This revenue
combined with our existing oil and gas revenue of approximately $70,000 per
month is anticipated to satisfy our cash flow requirements through September
30,
2006.
In
the
event the Wind Mill Joint Venture is terminated or the stock is put back to
us
by Wind City Oil & Gas, LLC, we would have a significant cash flow
shortfall, which would require additional financing arrangements. There is
no
assurance that such financing could be obtained on favorable terms, or at all,
In such event, our financial condition could be materially adversely affected.
Results
of Operations
Nine
Months Ended January 31, 2006 compared to Nine Months Ended January 31,
2005
|
|
For
the Nine Months Ended
|
|
Increase
/
|
|
|
|
January
31
|
|
(Decrease)
|
|
|
|
2006
|
|
2005
|
|
2005
to 2006
|
|
REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil
and gas revenue
|
|
$
|
627,931
|
|
$
|
601,240
|
|
$
|
26,691
|
|
Service
and drilling revenue
|
|
|
1,480,804
|
|
|
157,685
|
|
|
1,323,119
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Revenue
|
|
|
2,108,735
|
|
|
758,925
|
|
|
1,349,810
|
|
|
|
|
|
|
|
|
|
|
|
|
COSTS
AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of oil and gas revenue
|
|
|
62,793
|
|
|
60,010
|
|
|
2,783
|
|
Cost
of service and drilling revenue
|
|
|
1,220,310
|
|
|
55,515
|
|
|
1,164,795
|
|
Selling,
general and administrative
|
|
|
1,515,630
|
|
|
310,696
|
|
|
1,204,934
|
|
Salaries
and wages
|
|
|
229,144
|
|
|
180,658
|
|
|
48,486
|
|
Depreciation,
Depletion and amortization
|
|
|
255,657
|
|
|
152,659
|
|
|
102,998
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Costs and Expenses
|
|
|
3,283,534
|
|
|
759,538
|
|
|
2,523,996
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME
(LOSS) FROM OPERATIONS
|
|
|
(1,174,799
|
)
|
|
(613
|
)
|
|
(1,175,186
|
)
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
667
|
|
|
674
|
|
|
(7
|
)
|
Gain
on sale of equipment
|
|
|
|
|
|
98,638
|
|
|
(98,638
|
)
|
Interest
expense
|
|
|
(1,319,751
|
)
|
|
(165,386
|
)
|
|
(1,154,365
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total
Other Income (Expense)
|
|
|
(1,319,084
|
)
|
|
(66,074
|
)
|
|
(1,253,010
|
)
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCOME (LOSS)
|
|
$
|
(2,493,883
|
)
|
$
|
(66,687
|
)
|
$
|
(2,427,196
|
)
|
Revenue
Oil
and
gas revenue was $627,931 for the nine months ended January 31, 2006 as compared
to $601,240 for the nine months ended January 31, 2005, an increase of $26,691.
This resulted from more wells producing more oil and gas.
Service
and drilling revenue was $1,480,804 for the nine months ended January 31, 2006
as compared to $157,685 for the nine months ended January 31, 2005, an increase
of $1,323,119. This resulted from an increase in drilling activity with several
participants.
Cost
and Expense
The
cost
of oil and gas revenue was $62,793 for the nine months ended January 31, 2006
as
compared to $60,010 for the nine months ended January 31, 2005, an increase
of
$2,783. This increase resulted from the cost associated with increased
production.
The
cost
of service and drilling revenue was $1,220,310 for the nine months ended January
31, 2006 as compared to $55,515 for the nine months ended January 31, 2005,
an
increase of $1,164,795. This increase is due to the increase in drilling
activities and revenue.
Selling,
general and administrative expense was $1,515,630 for the nine months ended
January 31, 2006 as compared to $310,696 for the nine months ended January
31,
2005, an increase of $1,204,934. This increase results from an increase in
stock
compensation of approximately $700,000, increased legal and professional fees
of
approximately $360,000 and a general increase of selling, general and
administrative expense.
Salaries
and wages expense was $229,144 for the nine months ended January 31, 2006 as
compared to $180,658 for the nine months ended January 31, 2005, an increase
of
$48,486. This increase resulted from the addition of new employees and less
cost
being capitalized in lease acquisitions.
Depreciation,
depletion and amortization was $255,657 for the nine months ended January 31,
2006 as compared to $152,659 for the nine months ended January 31, 2005, an
increase of $102,998. This resulted from more wells and equipment being placed
into service.
Gain
on
the sale of equipment was zero for the nine months ended January 31, 2006 as
compared to $98,638 for the nine months ended January 31, 2005, a decrease
of
$98,638. The gain for the nine months ended January 31, 2005 resulted from
the
sale of a drilling rig. There were no sales of equipment during the nine months
ended January 31, 2006.
Interest
expense was $1,319,084 for the nine months ended January 31, 2006 as compared
to
$165,386 for the nine months ended January 31, 2005, an increase of $1,154,365.
This resulted from increased interest cost, loan cost, warrants and penalty
warrants associated with loans.
Three
Months Ended January 31, 2006 compared to Three Months Ended January 31,
2005
|
|
For
the Three Months Ended
|
|
Increase
/
|
|
|
|
January
31
|
|
(Decrease)
|
|
|
|
2006
|
|
2005
|
|
2005
to 2006
|
|
REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil
and gas revenue
|
|
$
|
285,973
|
|
$
|
238,790
|
|
$
|
47,183
|
|
Service
and drilling revenue
|
|
|
138,632
|
|
|
30,014
|
|
|
108,618
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Revenue
|
|
|
424,605
|
|
|
268,804
|
|
|
155,801
|
|
|
|
|
|
|
|
|
|
|
|
|
COSTS
AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of oil and gas revenue
|
|
|
23,751
|
|
|
19,567
|
|
|
4,184
|
|
Cost
of service and drilling revenue
|
|
|
153,114
|
|
|
19,323
|
|
|
133,791
|
|
Selling,
general and administrative
|
|
|
969,907
|
|
|
74,706
|
|
|
895,201
|
|
Salaries
and wages
|
|
|
70,152
|
|
|
82,884
|
|
|
(12,732
|
)
|
Depreciation,
Depletion and amortization
|
|
|
93,890
|
|
|
63,330
|
|
|
30,560
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Costs and Expenses
|
|
|
1,310,814
|
|
|
259,810
|
|
|
1,051,004
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME
(LOSS) FROM OPERATIONS
|
|
|
(886,209
|
)
|
|
8,994
|
|
|
(895,203
|
)
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
470
|
|
|
429
|
|
|
41
|
|
Gain
on sale of equipment
|
|
|
|
|
|
56,149
|
|
|
(56,149
|
)
|
Interest
expense
|
|
|
(690,995
|
)
|
|
(52,363
|
)
|
|
(638,632
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total
Other Income (Expense)
|
|
|
(690,525
|
)
|
|
4,215
|
|
|
(694,740
|
)
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCOME (LOSS)
|
|
$
|
(1,576,734
|
)
|
$
|
13,209
|
|
$
|
(1,589,943
|
)
|
Revenue
Oil
and
gas revenue was $285,973 for the three months ended January 31, 2006 as compared
to $238,790 for the three months ended January 31, 2005, an increase of $47,183.
This increase resulted from more wells producing more oil and gas.
Service
and drilling revenue was $138,632 for the three months ended January 31, 2006
as
compared to $30,014 for the three months ended January 31, 2005, an increase
of
$108,618. This increase resulted from an increase in drilling activity with
several participants.
Cost
and Expense
The
cost
of oil and gas revenue was $23,751 for the three months ended January 31, 2006
as compared to $19,567 for the three months ended January 31, 2005, an increase
of $4,184. This increase resulted from the cost associated with increased
production.
The
cost
of service and drilling revenue was $153,114 for the three months ended January
31, 2006 as compared to $19,323 for the three months ended January 31, 2005,
an
increase of $133,791. This increase is due to the increase in drilling
activities and revenue.
Selling,
general and administrative expense was $969,907 for the three months ended
January 31, 2006 as compared to $74,706 for the three months ended January
31,
2005, an increase of $895,201. This increase results from an increase in stock
compensation of approximately $640,000, increased legal and professional fees
of
approximately $200,000 and a general increase of selling, general and
administrative expense.
Salaries
and wages expense was $70,152 for the three months ended January 31, 2006 as
compared to $82,884 for the three months ended January 31, 2005, a decrease
of
$12,732. This decrease resulted from reimbursement of a part of our salaries
from the Wind Mill Oil & Gas, LLC joint venture.
Depreciation,
depletion and amortization expense was $93,890 for the three months ended
January 31, 2006 as compared to $63,330 for the three months ended January
31,
2005, an increase of $30,560. This resulted from more wells and equipment being
placed into service.
Gain
on
the sale of equipment was zero for the three months ended January 31, 2006
as
compared to $56,149 for the three months ended January 31, 2005, a decrease
of
$56,149. The gain for the three months ended January 31, 2005 resulted from
the
sale of a drilling rig. There were no sales of equipment during the three months
ended January 31, 2006.
Interest
expense was $690,995 for the three months ended January 31, 2006 as compared
to
$52,363 for the three months ended January 31, 2005, an increase of $638,632.
This resulted from increased interest cost, loan cost, warrants and penalty
warrants associated with loans.
Item
3. Controls
and Procedures
Our
Chief
Executive Officer and Chief Financial Officer have conducted an evaluation
of
the effectiveness of our disclosure controls and procedures (as defined in
Rule
13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended)
as
of a date as of the end of the period covered by the report. Based upon that
evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that our disclosure
controls and procedures are effective in gathering, analyzing and disclosing
information needed to satisfy our disclosure obligations under the Securities
Exchange Act of 1934.
Our
management, including the Chief Executive Officer and Chief Financial Officer,
does not expect that our disclosure controls and procedures will prevent all
error and all fraud. A control system, no matter how well designed and operated,
can provide only reasonable, not absolute, assurance that the control system's
objectives will be met. Further, the design of a control system must reflect
the
fact that there are resource constraints, and the benefits of controls must
be
considered relative to their costs. Because of the inherent limitations in
all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, have been detected. These
inherent limitations include the realities that judgments in decision-making
can
be faulty, and that breakdowns can occur because of simple error or mistake.
The
design of any system of controls is based in part upon certain assumptions
about
the likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future
conditions.
There
was
no change in our internal control over financial reporting identified in
connection with the evaluation that occurred during our last fiscal quarter
that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
PART
II -
OTHER INFORMATION
Item
2 Unregistered
Sales of Equity Securities and Use of Proceeds
On
December 23, 2005 we sold 2,900,000 common shares to Wind City Oil & Gas,
LLC for $4,350,000 in a private transaction exempt from registration under
the
Securities Act of 1933 in reliance on an exemption provided by Section 4(2)
of
that act. The purchaser was an accredited investor. The purchaser had access
to
information about us and has such knowledge and experience in business and
financial matters that it was able to evaluate the risks and merits of an
investment in our company. The certificate evidencing the shares issued to
Wind
City Oil & Gas, LLC contained a legend restricting transferability of the
shares absent registration under the Securities Act of 1933. We used the net
proceeds to pay off Prospect Energy and Petro Capital with approximately
$400,000 remaining for working capital.
In
connection with this transaction, GunnAllen Financial Inc. was compensated
by
the issuance of 400,000 common shares valued in these financial statements
at
$460,000.
On
December 10, 2005 we agreed to issue 50,000 shares of common stock to Northstar
Capital Incorporated in a private transaction exempt from registration under
the
Securities Act of 1933 in reliance on an exemption provided by Section 4(2)
of
that act as consideration for consulting services to us valued at $53,000.
The
recipient was an accredited or otherwise sophisticated investor who had access
to information about us and has such knowledge and experience in business and
financial matters that it was able to evaluate the risks and merits of an
investment in our company. The certificate evidencing the shares issued to
Northstar Capital Incorporated contained a legend restricting transferability
of
the shares absent registration under the Securities Act of 1933.
On
December 10, 2005 we agreed to issue 500,000 common shares to our president,
Ernest Payne, in connection with a three-year employment contract. The stock
is
valued in these financial statements at $530,000.
Item
6 Exhibits
and Reports on Form 8-K
|
4.1 |
Form
of Stock Purchase Warrant, issued December 31, 2005, by Miller Petroleum,
Inc. (the “Company”) to Petro Capital III,
L.P.
|
|
4.2 |
Form
of Stock Purchase Warrant, issued December 31, 2005, by the Company
to
Prospect Energy Corporation.
|
|
4.3 |
Form
of Stock Purchase Warrant, issued January 31, 2006, by the Company
to
Petro Capital III, L.P.
|
|
4.4
|
Form
of Stock Purchase Warrant, issued January 31, 2006, by the Company
to
Prospect Energy
Corporation.
|
|
10.1
|
Stock
Purchase Agreement, dated December 23, 2005, by and between the Company
and Wind City Oil & Gas, LLC.
|
|
10.2
|
Wind
Mill Oil & Gas, LLC Limited Liability Company Agreement, dated as of
December 23, 2005, by and between the Company and Wind City Oil & Gas,
LLC.
|
|
10.3
|
Employment
Agreement, dated February 21, 2006, by and between the Company and
Ernest
Payne.
|
|
31.1
|
Certification
of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002 (“Sarbanes-Oxley
Act”).
|
|
31.2
|
Certification
of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-
Oxley Act.
|
|
32.1
|
Certification
of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act.
|
|
32.2
|
Certification
of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act.
|
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant duly caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
|
|
|
|
MILLER PETROLEUM, INC. |
|
|
|
Date:
March 22, 2006 |
By: |
/s/
Deloy Miller |
|
Deloy
Miller |
|
Chief
Executive Officer, principal executive
officer |
|
|
|
|
|
|
Date:
March 22, 2006 |
By: |
/s/
Lyle
H. Cooper |
|
Lyle
H. Cooper |
|
Chief
Financial Officer, principal financial and accounting
officer
|