UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
FORM
10-QSB
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
OF 1934
|
For
the
quarterly period ended October 31, 2007
o
|
TRANSITION
REPORT PURSUANT TO 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 I.D. 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
December 15, 2007, the Registrant had a total of 14,466,856 shares of Common
Stock, $.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 October 31, 2007
Table
of Contents
PART
1-FINANCIAL INFORMATION
|
|
|
|
|
Item
1.
|
Condensed
Consolidated Financial Statements
|
|
|
|
|
|
|
|
Condensed
Consolidated Balance Sheets as of October 31, 2007
(Unaudited)
|
|
|
|
and
April 30, 2007
|
3-4
|
|
|
|
|
|
|
Condensed
Consolidated Statements of Operations for the Three
Months
|
|
|
|
Ended
October 31, 2006 and 2007 (Unaudited) and the Six Months
Ended
|
|
|
|
October
31, 2006 and 2007 (Unaudited)
|
5
|
|
|
|
|
|
|
Condensed
Consolidated Statement of Stockholders’ Deficit for the Six
Months
|
|
|
|
Ended
October 31, 2007 (Unaudited)
|
6
|
|
|
|
|
|
|
Condensed
Consolidated Statements of Cash Flows for the Six Months
Ended
|
|
|
|
October
31, 2006 and 2007 (Unaudited)
|
7
|
|
|
|
|
|
|
Notes
to Condensed Consolidated Financial Statements
(Unaudited)
|
8
|
|
|
|
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
12
|
|
|
|
|
|
Item
3.
|
Controls
and Procedures
|
16
|
|
|
|
PART
II – OTHER INFORMATION
|
|
|
|
|
|
Item
1.
|
Legal
Proceedings
|
17
|
|
|
|
|
|
Item
6.
|
Exhibits
|
17
|
|
|
|
SIGNATURES
|
|
18
|
MILLER
PETROLEUM, INC.
Consolidated
Balance Sheets
|
|
October 31
|
|
April 30
|
|
|
|
2007
|
|
2007
|
|
|
|
Unaudited
|
|
|
|
ASSETS
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$ |
|
|
$
|
|
|
Accounts
receivable
|
|
|
107,852
|
|
|
67,276
|
|
Accounts
receivable – related parties
|
|
|
208,055
|
|
|
180,699
|
|
Note
receivable
|
|
|
7,900
|
|
|
7,900
|
|
Inventory
|
|
|
150,616
|
|
|
114,691
|
|
Total
Current Assets
|
|
|
474,423
|
|
|
370,566
|
|
|
|
|
|
|
|
|
|
FIXED
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Machinery
and equipment
|
|
|
912,592
|
|
|
912,592
|
|
Vehicles
|
|
|
287,995
|
|
|
344,427
|
|
Buildings
|
|
|
315,835
|
|
|
315,835
|
|
Office
Equipment
|
|
|
30,083
|
|
|
30,083
|
|
|
|
|
1,546,505
|
|
|
1,602,937
|
|
Less:
accumulated depreciation
|
|
|
(855,325
|
)
|
|
(862,717
|
)
|
Total
Fixed assets
|
|
|
691,180
|
|
|
740,220
|
|
|
|
|
|
|
|
|
|
OIL
AND GAS PROPERTIES
|
|
|
1,342,275
|
|
|
1,462,439
|
|
(On
the basis of successful efforts accounting)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PIPELINE
FACILITIES
|
|
|
175,422
|
|
|
181,597
|
|
|
|
|
|
|
|
|
|
OTHER
ASSETS
|
|
|
|
|
|
|
|
Investments
in joint venture at cost
|
|
|
801,319
|
|
|
801,319
|
|
Land
|
|
|
496,500
|
|
|
496,500
|
|
Investments
|
|
|
500
|
|
|
500
|
|
Well
equipment and supplies
|
|
|
427,948
|
|
|
427,948
|
|
Cash
- restricted
|
|
|
83,000
|
|
|
83,000
|
|
|
|
|
|
|
|
|
|
Total
Other Assets
|
|
|
1,809,267
|
|
|
1,809,267
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
4,492,567
|
|
$
|
4,564,089
|
|
See
notes
to consolidated financial statements.
MILLER
PETROLEUM, INC.
Consolidated
Balance Sheets
|
|
October 31
|
|
April 30
|
|
|
|
2007
|
|
2007
|
|
|
|
Unaudited
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank
overdraft
|
|
$
|
7,750
|
|
$
|
16,933
|
|
Accounts
payable - trade
|
|
|
409,511
|
|
|
276,783
|
|
Accounts
payable – related parties
|
|
|
167,816
|
|
|
88,809
|
|
Accrued
expenses
|
|
|
199,837
|
|
|
93,874
|
|
Notes
payable – related parties
|
|
|
193,512
|
|
|
114,500
|
|
Current
portion of notes payable
|
|
|
295,000
|
|
|
202,234
|
|
|
|
|
|
|
|
|
|
Total
Current Liabilities
|
|
|
1,273,426
|
|
|
793,133
|
|
|
|
|
|
|
|
|
|
LONG-TERM
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage
payable
|
|
|
324,059
|
|
|
326,880
|
|
Total
Long-Term Liabilities
|
|
|
324,059
|
|
|
326,880
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
1,597,485
|
|
|
1,120,013
|
|
|
|
|
|
|
|
|
|
TEMPORARY
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock subject to put rights; 2,900,000 shares
|
|
|
4,350,000
|
|
|
4,350,000
|
|
|
|
|
|
|
|
|
|
PERMANENT
STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock: 500,000,000 shares authorized at $0.0001 par value, 11,566,856
shares issued and outstanding
|
|
|
1,156
|
|
|
1,146
|
|
Additional
paid-in capital
|
|
|
7,980,007
|
|
|
7,936,724
|
|
Unearned
compensation
|
|
|
(1,450,815
|
)
|
|
(1,587,033
|
)
|
Accumulated
deficit
|
|
|
(7,985,266
|
)
|
|
(7,256,761
|
)
|
Total
Stockholders’ Equity
|
|
|
(1,454,918
|
)
|
|
(905,924
|
)
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES, TEMPORARY EQUITY AND PERMANENT STOCKHOLDERS'S
DEFICIT
|
|
$
|
4,492,567
|
|
$
|
4,564,089
|
|
See
notes
to consolidated financial statements.
MILLER
PETROLEUM, INC.
Consolidated
Statements of Operations
(UNAUDITED)
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
|
|
|
October 31
|
|
October 31
|
|
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil
and gas revenue
|
|
$
|
174,264
|
|
$
|
128,683
|
|
$
|
310,462
|
|
$
|
263,033
|
|
Service
and drilling revenue
|
|
|
100,240
|
|
|
252,957
|
|
|
173,148
|
|
|
650,526
|
|
Total
Revenue
|
|
|
274,504
|
|
|
381,640
|
|
|
483,610
|
|
|
913,559
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COSTS
AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of oil and gas revenue
|
|
|
19,169
|
|
|
14,155
|
|
|
34,151
|
|
|
28,935
|
|
Cost
of service and drilling revenue
|
|
|
68,519
|
|
|
220,013
|
|
|
239,706
|
|
|
574,522
|
|
Selling,
general and administrative
|
|
|
330,319
|
|
|
334,857
|
|
|
778,248
|
|
|
558,096
|
|
Depreciation,
depletion and amortization
|
|
|
58,379
|
|
|
48,473
|
|
|
110,248
|
|
|
90,751
|
|
Total
Costs and Expense
|
|
|
476,386
|
|
|
617,498
|
|
|
1,162,353
|
|
|
1,252,304
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME
(LOSS) FROM OPERATIONS
|
|
|
(201,882
|
)
|
|
(235,858
|
)
|
|
(678,743
|
)
|
|
(338,745
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Income
|
|
|
623
|
|
|
234
|
|
|
712
|
|
|
286
|
|
Gain
on sale of equipment
|
|
|
88,250
|
|
|
|
|
|
88,250
|
|
|
|
|
Interest
expense
|
|
|
(60,779
|
)
|
|
(6,894
|
)
|
|
(95,431
|
)
|
|
(11,256
|
)
|
Loan
fees and warrants
|
|
|
(43,293
|
)
|
|
(15,000
|
)
|
|
(43,293
|
)
|
|
(39,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Other Income (Expense)
|
|
|
(15,199
|
)
|
|
(21,660
|
)
|
|
(49,762
|
)
|
|
(49,970
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCOME (LOSS)
|
|
$
|
(217,081
|
)
|
$
|
(257,518
|
)
|
$
|
(728,505
|
)
|
$
|
(388,715
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC
& DILUTED NET INCOME (LOSS) PER SHARE
|
|
$
|
(0.02
|
)
|
$
|
(0.02
|
)
|
$
|
(0.05
|
)
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING
|
|
|
14,460,334
|
|
|
14,366,856
|
|
|
14,413,595
|
|
|
14,366,856
|
|
See
notes
to consolidated financial statements.
MILLER
PETROLEUM, INC
Consolidated
Statement of Permanent Stockholders' Deficit
(UNAUDITED)
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
Common
|
|
Shares
|
|
Paid-in
|
|
Unearned
|
|
Accumulated
|
|
|
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Compensation
|
|
Deficit
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
April 30, 2007
|
|
|
11,466,856
|
|
|
1,146
|
|
|
7,936,724
|
|
|
(1,587,033
|
)
|
|
(7,256,761
|
)
|
|
(905,924
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To
reflect compensation earned for the six months ended October 31,
2007
|
|
|
|
|
|
|
|
|
|
|
|
136,218
|
|
|
|
|
|
136,218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of warrants for financing cost
|
|
|
|
|
|
|
|
|
9,293
|
|
|
|
|
|
|
|
|
9,293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of stock for financing cost
|
|
|
100,000
|
|
|
10
|
|
|
33,990
|
|
|
|
|
|
|
|
|
34,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the six months ended October 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(728,505
|
)
|
|
(728,505
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
October 31, 2007
|
|
|
11,566,856
|
|
$
|
1,156
|
|
$
|
7,980,007
|
|
$
|
(1,450,815
|
)
|
$
|
(7,985,266
|
)
|
$
|
(1,454,918
|
)
|
See
notes
to consolidated financial statements.
MILLER
PETROLEUM, INC.
Consolidated
Statements of Cash Flows
(UNAUDITED)
|
|
For the Six
|
|
For the Six
|
|
|
|
Months Ended
|
|
Months Ended
|
|
|
|
October 31, 2007
|
|
October 31, 2006
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
Net
Loss
|
|
$
|
(728,505
|
)
|
$
|
(388,715
|
)
|
Adjustments
to Reconcile Net Loss to Net Cash Provided (Used) by Operating
Activities:
|
|
|
|
|
|
|
|
Depreciation,
depletion and amortization
|
|
|
110,248
|
|
|
90,751
|
|
Gain
on sale of equipment
|
|
|
(88,250
|
)
|
|
|
|
Issuance
of stock for services
|
|
|
136,218
|
|
|
189,882
|
|
Issuance
of stock for financing cost
|
|
|
34,000
|
|
|
|
|
Warrant
costs
|
|
|
9,293
|
|
|
39,000
|
|
Changes
in Operating Assets and Liabilities:
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
(67,932
|
)
|
|
331,342
|
|
Unbilled
service and drilling cost
|
|
|
|
|
|
76,944
|
|
Inventory
|
|
|
(35,925
|
)
|
|
(17,696
|
)
|
Loan
fees
|
|
|
|
|
|
|
|
Bank
overdraft
|
|
|
(9,183
|
)
|
|
(27,253
|
)
|
Accounts
payable
|
|
|
211,735
|
|
|
(123,499
|
)
|
Accrued
expenses
|
|
|
105,963
|
|
|
25,050
|
|
Net
Cash Provided (Used) by Operating Activities
|
|
|
(322,338
|
)
|
|
195,806
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
Purchase
of Equipment
|
|
|
|
|
|
(122,924
|
) |
Sale
of Equipment
|
|
|
103,381
|
|
|
|
|
Option
to Sell Gas Wells
|
|
|
50,000
|
|
|
|
|
Net
Cash Provided (Used) by Investing Activities
|
|
|
153,381
|
|
|
(122,924
|
)
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
Payments
on notes payable
|
|
|
(152,798
|
)
|
|
(17,310
|
)
|
Proceeds
from borrowing
|
|
|
321,755
|
|
|
20,076
|
|
Change
in note receivable
|
|
|
|
|
|
35,100
|
|
Net
Cash Provided by Financing Activities
|
|
|
168,957
|
|
|
37,866
|
|
|
|
|
|
|
|
|
|
NET
INCREASE (DECREASE) IN CASH
|
|
|
0
|
|
|
110,748
|
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
0
|
|
$
|
110,748
|
|
|
|
|
|
|
|
|
|
CASH
PAID FOR INTEREST INCOME TAXES
|
|
$
|
7,692
|
|
$
|
11,256
|
|
See
notes
to consolidated financial statements.
MILLER
PETROLEUM, INC.
Notes
to the Condensed Consolidated Financial Statements
(1) Interim
Reports / Going Concern
The
condensed consolidated financial statements have been prepared assuming the
Company will continue as a going concern. However, in addition to successive
losses for three years, declining revenues, a net loss of $694,505 for the
six
months ended October 31, 2007, and net deficit of $1,454,918 as of October
31,
2007, the Company was informed on August 30, 2006 by Wind City Oil & Gas,
LLC (“Wind City”) that it planned to exercise a put option as of September 30,
2006 to require the Company to redeem the stock in the amount of $4,350,000.
Management believes that the Company will therefore need total additional
financing of approximately $5,000,000 to effect the repurchase and continue
to
operate as planned during the six month period subsequent to October 31, 2007.
These conditions, along with the Company being in default on the Delta note,
raise substantial doubt about the Company’s ability to continue as a going
concern.
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 Company’s April 30, 2007 Annual Report on Form
10-KSB. The results of operations for the period ended October 31, 2007 are
not
necessarily indicative of operating results for the full year. In the opinion
of
management, all adjustments (consisting of only normal recurring accruals)
considered necessary for a fair presentation have been included.
(2) Participant
Receivables and Related Party Receivables
Participant
and related party receivables consist of receivables contractually due from
our
various joint venture partners in connection with routine exploration,
betterment and maintenance activities. Our collateral for these receivables
generally consists of lien rights over the related oil producing properties
at
both April 30, 2007 and October 31, 2007. Approximately $195,000 included in
the
balance sheet among Related Party Receivables is due from Wind Mill Oil &
Gas, LLC (“Wind Mill”), a related party. See Note 4 regarding the status of the
Wind Mill Joint Venture.
(3) Long-Term
Debt, Warrants, Loan Fees And Restricted Cash
The
Company had the following debt obligations at October 31, 2007 and April 30,
2007
|
|
October 31, 2007
|
|
April
30, 2007
|
|
Notes
Payable – Related Parties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
payable to Deloy Miller, secured by equipment and truck titles, interest
at 10.750%, due April 18, 2008
|
|
$
|
80,201
|
|
$
|
|
|
|
|
|
|
|
|
|
|
Note
payable to Herman Gettlefinger, unsecured, dated February 21, 2007
bearing
interest at 11% and due November 1, 2007. This note was paid December
14,
2007
|
|
|
42,000
|
|
|
42,000
|
|
|
|
|
|
|
|
|
|
Note
payable to Sharon Miller, Unsecured, dated April 5, 2007 to May 17,
2007,
bearing interest at 11%, due November 1, 2007. This Note was paid
December
14, 2007
|
|
|
71,311
|
|
|
72,500
|
|
|
|
|
193,512
|
|
|
114,500
|
|
|
|
|
|
|
|
|
|
Notes
Payable – Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
payable to American Fidelity Bank, secured by a trust deed on property,
bearing interest at prime, due in monthly payments of $2,500, with
the
final payment due in August 2008
|
|
|
344,059
|
|
|
344,114
|
|
MILLER
PETROLEUM, INC.
Notes
to the Condensed Consolidated Financial Statements
(3) Long-Term
Debt, Warrants, Loan Fees And Restricted Cash (continued)
Note
payable to Jade Special Strategy, LLC, unsecured, dated March 7,
2007,
bearing interest based on a sliding scale approximating 120% and
due
January 4, 2008, and now accruing interest at 12%
|
|
|
110,000
|
|
|
110,000
|
|
|
|
|
|
|
|
|
|
Note
payable to Jade Special Strategy, LLC, unsecured, dated April 17,
2007,
bearing interest based on a sliding scale approximating 120% and
due
January 4, 2008, and now accruing interest at 12%
|
|
|
40,000
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
Note
Payable to Jade Special Strategy, LLC, unsecured, dated August 2,
2007,
bearing interest based on a sliding scale approximating 120% and
due
January 4, 2008, and now accruing interest at 12%
|
|
|
65,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
payable to Petro Capital Securities, unsecured, dated May 24,
2007,
bearing interest at 10% and due June 30, 2008
|
|
|
35,000
|
|
|
35,000
|
|
|
|
|
|
|
|
|
|
Note
payable to Delta Producers, dated June 20, 2007, due July 20, 2007,
with
interest at 11%, the note is in default
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
619,059
|
|
|
529,114
|
|
|
|
|
|
|
|
|
|
Total
Notes Payable
|
|
|
812,571
|
|
|
643,614
|
|
Less
current maturities on related party notes payable
|
|
|
193,512
|
|
|
114,500
|
|
Less
current maturities on other notes payable
|
|
|
295,000
|
|
|
202,234
|
|
Notes
Payable – Long-term
|
|
|
324,059
|
|
|
326,880
|
|
(4) Wind
Mill
Oil & Gas, LLC Joint Venture
On
December 23, 2005, the Company executed an limited liability company operating
agreement with Wind City to form Wind Mill for the purpose of locating,
producing and selling oil and gas. Wind City contributed $10,000,000 of cash
and
received a 50.1% interest in Wind Mill. The Company contributed approximately
43,000 acres of oil and gas leases with a stated value of $3,000,000 and a
cost
basis of $801,319, and received a 49.9% interest in Wind Mill.
Under
the
Wind Mill agreement, the Company is reimbursed for administrative salaries
and
receives revenue for Wind Mill’s use of the Company’s production equipment and
employees. Reimbursements and revenues from Wind Mill were as
follows:
For
the
period from December 23, 2005 to April 30, 2006, the Company received salary
reimbursements of $276,491 and drilling and service revenue of $153,096. From
May 1, 2006 to April 30, 2007, the Company received $353,640 of salary
reimbursements and drilling and service revenue of $534,944. From May 1, 2007
to
October 31, 2007, the Company received no salary reimbursements or service
and
drilling revenue.
Under
the
Wind Mill agreement, Wind City is to be allocated all of the initial losses
until its capital account is reduced to zero, and then will be allocated all
initial profits until the profits are equal to the initial losses
allocated.
The
Wind
Mill agreement contains a provision to unwind Wind Mill at the option of Wind
City based on certain well results from the initial drilling. The Company
believes that the four commercial wells drilled have exceeded the minimum
requirements contained in the agreement.
In
the
event that the Wind Mill agreement becomes subject to the unwind provision,
the
Company has no responsibility for funding any losses and would receive a
reassignment of the oil and gas leases transferred by the Company to Wind
Mill.
MILLER
PETROLEUM, INC.
Notes
to the Condensed Consolidated Financial Statements
(4) Wind
Mill
Oil & Gas, LLC Joint Venture (continued)
As
part
of the Wind Mill agreement, Wind City purchased 2,900,000 shares of the
Company’s common stock for $1.50 per share for a total of $4,350,000. Part of
the stock purchase agreement allowed Wind City to put the stock back to the
Company if notification was given prior to September 30, 2006. The Company
would
then be required to repurchase the stock for the original selling price of
$4,350,000.
Litigation
Wind
City
sought to exercise its put with respect to the 2,900,000 shares of stock in
August 2006. Reimbursement for certain salaried employees and revenue for
providing labor and equipment was stopped by Wind City in September 2006. In
October 2006, the Company advised Wind City that the stock repurchase request
could not be effected because Wind City had not timely exercised the right
under
the terms of the contract. As a result, in November 2006, Wind City filed a
lawsuit against the Company in the Southern District of New York. On December
21, 2006, the proceedings were stayed in order that the case be arbitrated
in
Tennessee to determine if the Wind Mill operating agreement was properly
terminated, thus triggering the Company’s obligation to repurchase the stock.
The arbitration is scheduled to take place the week of January 14, 2008. The
Company has filed a counterclaim against Wind City for damages in the amount
of
$13,000,000 asserting that Wind City’s attempt to terminate the Wind Mill
operating agreement lacked a proper basis as well as for breach of contract.
Wind City has likewise filed a claim against the Company for breach of contract,
asserting damages in the amount of $10,000,000.
Most
of
the depositions in the arbitration have been completed. Management is unable
to
assess the likelihood of an adverse outcome, or the likely range of damages
that
might be awarded in the event of an adverse verdict. Accordingly, no provision
for loss, if any, is reflected in these consolidated financial
statements.
(5) Stockholders’
Equity
Penalty
warrants for 120,000 common shares at a price of $1.15 per share and a five-year
term were granted during the six months ended October 31, 2007. The warrants
were valued at $0.
The
Company presents “basic” earnings (loss) per share and, if applicable, “diluted”
earnings per share pursuant to the provisions of Statement of Financial
Accounting Standards No. 128. The calculation of diluted earnings per share
is
similar to that of basic earnings per share, except that the denominator is
increased to include the number of additional common shares that would have
been
outstanding if all potentially dilutive common shares, such as those issuable
upon the exercise of stock options and warrants, were issued during the period.
Since the Company had a net loss for the six month periods ended October 31,
2007 and 2006, and for the year ended April 30, 2007, the assumed effects from
the exercise of outstanding options and warrants would have been anti-dilutive,
and, therefore only basic earnings per share is presented.
(6) Recent
Accounting Pronouncements
In
June
2006, FIN 48, “Accounting
for Uncertainty in Income Taxes,”
an
interpretation of SFAS No. 109, clarified the accounting for uncertainties
in
income taxes recognized in an enterprise’s financial statements. The
Interpretation requires a determination whether it is more likely than not
that
a tax position will be sustained upon examination by the appropriate taxing
authority. If a tax position meets the more likely than not recognition
criteria, FIN 48 requires the tax position be measured at the largest amount
of
benefit greater than fifty percent (50%) likely of being realized upon ultimate
settlement. This accounting standard is effective for fiscal years beginning
after December 15, 2006. The effect of adopting FIN 48 did not have a material
affect on the Company’s financial position and results of
operations.
MILLER
PETROLEUM, INC.
Notes
to the Condensed Consolidated Financial Statements
(6) Recent
Accounting Pronouncements (Continued)
In
September 2006, the Staff of the SEC issued Staff Accounting Bulletin No. 108,
“Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements” (“SAB No. 108”). SAB No. 108
provides guidance on the consideration of the effects of prior year
misstatements in quantifying current year misstatements for the purpose of
determining whether the current year’s financial statements are materially
misstated. SAB 108 is effective for the Company’s fiscal year
2007
annual financial statements. The adoption of SAB 108 did not have an impact
on
our financial position, results of operations or cash flows.
In
September 2006, the FASB issued Statement No. 157, “Fair Value Measurements”
(“SFAS 157”). This standard defines fair value, establishes the framework for
measuring fair value in accounting principles generally accepted in the United
States and expands disclosure about fair value measurements. This pronouncement
applies under other accounting standards that require or permit fair value
measurements. Accordingly, this statement does not require any new fair value
measurement. This statement is effective for fiscal years beginning after
November 15, 2007 and interim periods within those fiscal years. We are
currently evaluating the requirements of SFAS No. 157 and have not yet
determined the impact on our financial statements.
In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities—including an amendment of FAS 115 (“SFAS
No.159”). SFAS No. 159 allows companies to choose, at specified election dates,
to measure eligible financial assets and liabilities at fair value that are
not
otherwise required to be measured at fair value. Unrealized gains and losses
shall be reported on items for which the fair value option has been elected
in
earnings at each subsequent reporting date. SFAS No. 159 also establishes
presentation and disclosure requirements. SFAS No. 159 is effective for fiscal
years beginning after November 15, 2007 and will be applied prospectively.
We
are currently evaluating the impact of adopting SFAS No. 159 on our financial
position, results of operations or cash flows.
In
December 2006, the FASB issued FASB Staff Position No. EITF 00-19-2, Accounting
for Registration Payment Arrangements, (“FSP No. EITF 00-19-2”), which addresses
an issuer’s accounting for registration payment arrangements. FSP No. EITF
00-19-2 specifies that the contingent obligation to make future payments or
otherwise transfer consideration under a registration payment arrangement,
whether issued as a separate agreement or included as a provision of a financial
instrument or other agreement, should be separately recognized and measured
in
accordance with FASB Statement No. 5, Accounting for Contingencies. The
guidance in FSP No. EITF 00-19-2 amends FASB Statements No. 133, Accounting
for Derivative Instruments and Hedging Activities, and No. 150, Accounting
for Certain Financial Instruments with Characteristics of both Liabilities
and
Equity, and FASB Interpretation No. 45, Guarantor’s Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others, to include scope exceptions for registration payment
arrangements. FSP No. EITF 00-19-2 further clarifies that a financial instrument
subject to a registration payment arrangement should be accounted for in
accordance with other applicable generally accepted accounting principles (GAAP)
without regard to the contingent obligation to transfer consideration pursuant
to the registration payment arrangement. FSP No. EITF 00-19-2 shall be effective
immediately for registration payment arrangements and the financial instruments
subject to those arrangements that are entered into or modified subsequent
to
the date of issuance of FSP No. EITF 00-19-2. For registration payment
arrangements and financial instruments subject to those arrangements that were
entered into prior to the issuance of FSP No. EITF 00-19-2, this guidance shall
be effective for financial statements issued for fiscal years beginning after
December 15, 2006, and interim periods within those fiscal years. We
adopted FSP No. EITF 00-19-2 effective January 1, 2007. We have not had any
transactions subject to EITF 00-19-2 since its adoption, so there has been
no
material impact to the Company’s financial position, results of operations or
cash flows.
MILLER
PETROLEUM, INC.
Notes
to the Condensed Consolidated Financial Statements
(7) Litigation
/ Going Concern
The
outcome of our current litigation with Wind City could have a material adverse
effect on our financial condition.
As
previously discussed in Notes 1 and 4, Wind City has filed suit to force the
exercise of the put provision of the stock purchase agreement. The Company
does
not believe the notice was properly given in accordance with the agreements;
however, if the suit is successful and we are required to repurchase the shares,
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 and our ability to continue as a going
concern could be jeopardized.
(8) Option
to
Sell Gas Wells
On
September 14, 2007 we entered into an option to sell our interest in eight
gas
wells, a pipeline to service the wells and certain right-of-ways for a total
consideration of $584,000. We transferred approximately 320 acres of leases
in
this transaction. The buyers paid $50,000 for the option in September 2007.
The
transaction closed December 14, 2007. We received approximately $534,000 of
additional proceeds at the closing.
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
audited consolidated financial statements and the accompanying notes to the
consolidated financial statements contained in our Form 10-KSB for the year
ended April 30, 2007. 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 an LLC agreement
with Wind City Oil & Gas, LLC (“Wind City”) to form Wind Mill Oil & Gas,
LLC (“Wind Mill”). We have a 49.9% interest in Wind Mill and Wind City’s
interest is 50.1%. We contributed to Wind Mill approximately 43,000 acres,
which
we had held under lease in Tennessee for oil and gas exploration, development
and exploitation of undeveloped wells. Wind City contributed $10,000,000. Wind
Mill only encompasses new drilling projects. We retain our working interest
in
the developed and producing wells located on contributed leases. We also
retained all additional producing properties. Under
certain conditions, the
agreement allows for the contributed acreage to return to us upon dissolution
of
Wind Mill. Relative to the development of wells by Wind Mill, we received
reimbursement for certain salaried employees and revenue for providing labor
and
equipment. Including
the leases that were contributed to Wind Mill, we have approximately 50,000
acres under lease. About 90% of these leases are held by production.
A
stock
purchase agreement was entered into with Wind City in December 2005, pursuant
to
which Wind City purchased 2,900,000 shares of our stock at $1.50 per share
or a
total of $4,350,000.00 subject to a put option pursuant to which, in the event
of a timely termination of the operating agreement in accordance with the terms
thereof, Wind City would have the right to put the stock back to us at the
same
price per share. The agreement contained a conditional 30-day notice prior
to
exercising such put option.
Wind
City
sought to exercise the put in August, 2006. Reimbursement for certain salaried
employees and revenue for providing labor and equipment was stopped by Wind
City
in September 2006.
In
October 2006, we advised
Wind City that the put could not be effected
because
Wind City had not timely exercised the right under the terms of the operating
agreement. As
a
result, in November 2006, Wind City filed a lawsuit against the us in the
Southern District of New York. On December 21, 2006, the proceedings were stayed
in order that the case be arbitrated in Tennessee to determine if the Wind
Mill
operating agreement was properly terminated, thus triggering our obligation
to
repurchase the stock. The arbitration is scheduled to take place the week of
January 14, 2008. We have filed a counterclaim against Wind City for damages
in
the amount of $13,000,000 asserting that Wind City’s attempt to terminate the
Wind Mill operating agreement lacked a proper basis as well as for breach of
contract. Wind City has likewise filed a claim against us for breach of
contract, asserting damages in the amount of $10,000,000.
Indicative
of these proceedings, we recognize a continued opportunity to fully develop
the
mentioned properties. We have greatly benefited from drilling in Wind Mill
for
the continued development of producing properties and discovery of the Koppers
South gas field.
Liquidity
and Capital Resources
Cash
used
by operating activities was $322,338 for the six months ended October 31, 2007,
a reduction of $518,144 from cash provided by operating activities for the
six
months ended October 31, 2006 of $195,806. Our principal source of liquidity
has
been oil and gas revenues, loans from related parties and directors, private
placement transactions of our common stock, and participation with investors
in
various oil and gas wells.
The
funds
from the sale of our common stock to Wind Mill were used to pay off $4,150,000
of loans and to provide some working capital. Wind City also contributed
$10,000,000 to Wind Mill and we contributed oil and gas leases as part of the
Wind Mill agreement. For the six months ended October 31, 2006, we received
$136,276 of administrative salary reimbursements and revenue of $350,492 for
various labor, parts and use of equipment. For the six months ended October
31,
2007, we received no salary reimbursements or reimbursements for equipment,
parts and labor.
Our
long-term cash flows are subject to a number of variables including the level
of
production and prices as well as various economic conditions that have
historically affected the oil and gas business. A material drop in oil and
gas
prices or a reduction in production and reserves would reduce our ability to
fund capital expenditures, reduce debt, meet financial obligations and remain
profitable. We operate in an environment with numerous financial and operating
risks, including, but not limited to, the inherent risks of the search for,
development and production of oil and gas, the ability to buy properties and
sell production at prices which provide an attractive return and the highly
competitive nature of the industry. Our ability to expand our reserve base
is,
in part, dependent on obtaining sufficient capital through internal cash flow
or
the issuance of debt or equity securities. We are presently seeking substantial
financing to settle the Wind City matter, but there can be no assurance that
we
will be successful in raising this financing.
Results
of Operations
Three
Months Ended October 31, 2007 compared to Three Months Ended October 31,
2006
|
|
For the Three Months Ended
October
31
|
|
Increase
/
(Decrease)
|
|
|
|
2007
|
|
2006
|
|
2006
to 2007
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
Oil
and gas revenue
|
|
$
|
174,264
|
|
$
|
128,683
|
|
$
|
45,581
|
|
Service
and drilling revenue
|
|
|
100,240
|
|
|
252,957
|
|
|
(152,717
|
)
|
Total
Revenue
|
|
|
274,504
|
|
|
381,640
|
|
|
(107,136
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Costs
And Expenses
|
|
|
|
|
|
|
|
|
|
|
Cost
of oil and gas revenue
|
|
|
19,169
|
|
|
14,155
|
|
|
5,014
|
|
Cost
of service and drilling revenue
|
|
|
68,519
|
|
|
220,013
|
|
|
(151,494
|
)
|
Selling,
general and administrative
|
|
|
330,319
|
|
|
334,857
|
|
|
(4,538
|
)
|
Depreciation,
Depletion and amortization
|
|
|
58,379
|
|
|
48,473
|
|
|
9,906
|
|
Total
Costs and Expenses
|
|
|
476,386
|
|
|
617,498
|
|
|
(141,112
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Income
(Loss) From Operations
|
|
|
(201,882
|
)
|
|
(235,858
|
)
|
|
33,976
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
623
|
|
|
234
|
|
|
389
|
|
Gain
on sale of equipment
|
|
|
88,250
|
|
|
0
|
|
|
88,250
|
|
Interest
expense
|
|
|
(60,779
|
)
|
|
(6,894
|
)
|
|
(53,885
|
)
|
Loan
fees and warrants
|
|
|
(43,293
|
)
|
|
(15,000
|
)
|
|
(28,293
|
)
|
Total
Other Income (Expense)
|
|
|
(15,199
|
)
|
|
(21,660
|
)
|
|
6,461
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income (Loss)
|
|
$
|
(217,081
|
)
|
$
|
(257,518
|
)
|
$
|
40,437
|
|
Revenue
Oil
and
gas revenue was $174,264 for the three months ended October 31, 2007 as compared
to $128,683 for the three months ended October 31, 2006, an increase of $45,581.
This resulted from changing oil vendors in 2006 such that oil was not collected
for approximately one month, requiring a cessation of production.
Service
and drilling revenue was $100,240 for the three months ended October 31, 2007
as
compared to $252,957 for the three months ended October 31, 2006, a decrease
of
$152,717. This resulted from an decrease in drilling activity due to the
litigation with Wind City.
Cost
and Expense
The
cost
of oil and gas revenue was $19,169 for the three months ended October 31, 2007
as compared to $14,155 for the three months ended October 31, 2006, an increase
of $5,014. This resulted from the cost associated with increased
production.
The
cost
of service and drilling revenue was $68,519 for the three months ended October
31, 2007 as compared to $220,013 for the three months ended October 31, 2006,
a
decrease of $151,494. This was due to the decrease in drilling activities due
to
the litigation with Wind City.
Selling,
general and administrative expense was $330,319 for the three months ended
October 31, 2007 as compared to $334,857 for the three months ended October
31,
2006, a decrease of $4,538. This resulted from a decrease in consulting, legal
and professional fees.
Depreciation,
depletion and amortization was $58,379 for the three months ended October 31,
2007 as compared to $48,473 for the three months ended October 31, 2006, an
increase of $9,906. This was due to an increase in oil and gas
production.
Interest
expense was $60,779 for the three months ended October 31, 2007 as compared
to
$6,894 for the three months ended October 31, 2006, an increase of $53,885.
This
resulted from the interest on additional borrowings during 2007.
Gain
on
sale of equipment was $88,250 for the three months ended October 31, 2007 as
compared to $0 for the three months ended October 31, 2006, an increase of
$88,250. This resulted from equipment sold during the current
quarter.
Six
Months Ended October 31, 2007 compared to Six Months Ended October 31,
2006:
|
|
For
the Six Months Ended
|
|
Increase
/
|
|
|
|
October
31
|
|
(Decrease)
|
|
|
|
2007
|
|
2006
|
|
2006
to 2007
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
Oil
and gas revenue
|
|
$
|
310,462
|
|
$
|
263,033
|
|
$
|
47,429
|
|
Service
and drilling revenue
|
|
|
173,148
|
|
|
650,526
|
|
|
(477,378
|
)
|
Total
Revenue
|
|
|
483,610
|
|
|
913,559
|
|
|
(429,949
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Costs
And Expenses
|
|
|
|
|
|
|
|
|
|
|
Cost
of oil and gas revenue
|
|
|
34,151
|
|
|
28,935
|
|
|
5,216
|
|
Cost
of service and drilling revenue
|
|
|
239,706
|
|
|
574,522
|
|
|
(334,816
|
)
|
Selling,
general and administrative
|
|
|
778,248
|
|
|
558,096
|
|
|
220,152
|
|
Depreciation,
Depletion and amortization
|
|
|
110,248
|
|
|
90,751
|
|
|
19,497
|
|
Total
Costs and Expenses
|
|
|
1,162,353
|
|
|
1,252,304
|
|
|
(89,951
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Income
(Loss) From Operations
|
|
|
(678,743
|
)
|
|
(338,745
|
)
|
|
(339,998
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Other
Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
712
|
|
|
286
|
|
|
426
|
|
Gain
on sale of equipment
|
|
|
88,250
|
|
|
0
|
|
|
88,250
|
|
Interest
expense
|
|
|
(95,431
|
)
|
|
(11,256
|
)
|
|
(84,175
|
)
|
Loan
fees and warrants
|
|
|
(43,293
|
)
|
|
(39,000
|
)
|
|
(4,293
|
)
|
Total
Other Income (Expense)
|
|
|
(49,762
|
)
|
|
(49,970
|
)
|
|
208
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income (Loss)
|
|
$
|
(728,505
|
)
|
$
|
(388,715
|
)
|
$
|
(339,790
|
)
|
Revenue
Oil
and
gas revenue was $310,462 for the six months ended October 31, 2007 as compared
to $263,033 for the six months ended October 31, 2006, an increase of $47,429.
This resulted from changing oil vendors in 2006 such that oil was not collected
for over one month, requiring a cessation of production.
Service
and drilling revenue was $173,148 for the six months ended October 31, 2007
as
compared to $650,526 for the six months ended October 31, 2006, a decrease
of
$477,378. This resulted from a decrease in drilling activity, due to litigation
with Wind City.
Cost
and Expense
The
cost
of oil and gas revenue was $34,151 for the six months ended October 31, 2007
as
compared to $28,935 for the six months ended October 31, 2006, an increase
of
$5,216. This increase resulted from the cost associated with
production.
The
cost
of service and drilling revenue was $239,706 for the six months ended October
31, 2007 as compared to $574,522 for the six months ended October 31, 2006,
a
decrease of $334,816. This was due to the decrease in drilling activities due
to
the litigation with Wind City.
Selling,
general and administrative expense was $778,248 for the six months ended October
31, 2007 as compared to $558,096 for the six months ended October 31, 2006,
an
increase of $220,152. This is due to the termination of salary reimbursements
by
Wind City. For the period ended October 31, 2006, Wind Mill reimbursed the
Company for $353,640 of salaries.
Depreciation,
depletion and amortization was $110,248 for the six months ended October 31,
2007 as compared to $90,751 for the six months ended October 31, 2006, an
increase of $19,497. This resulted from an increase in oil and gas
production.
Interest
expense was $95,431 for the six months ended October 31, 2007 as compared to
$11,256 for the six months ended October 31, 2006, an increase of $84,175.
This
resulted from the Wind City stock purchase and the payoff of most notes in
2006
and subsequent interest on borrowings in 2007.
Gain
on
sale of equipment was $88,250 for the three months ended October 31, 2007 as
compared to $0 for the three months ended October 31, 2006, an increase of
$88,250. This resulted from equipment sold during the current
quarter.
Item
3 Controls
and Procedures
Evaluation
of Disclosure Controls and Procedures
An
evaluation was performed under the supervision and with the participation of
our
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of our disclosure controls and procedures (as defined
in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as
of
the end of the period covered by this report. Based on the evaluation and
communication from Rodefer Moss & Co, PLLC, our registered public
accountants, to our Audit Committee in December 2007 that identified an issue
with respect to our disclosure controls and procedures, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls
and
procedures are not effective.
The
ineffective disclosure controls and procedures consist of deficiencies with
respect to the authorization, recording, processing, summarizing and reporting
of non-cash transactions. Specifically, certain stock issuances relating to
outstanding notes payable were not properly recorded.
As
a
result of the identified ineffective disclosure controls and procedures, in
preparing our financial statements for the quarter ended October 31, 2007,
we
performed additional analysis and other post-close procedures to ensure that
such financial statements were stated fairly in all material respects in
accordance with U.S. generally accepted accounting principles.
Changes
in Internal Control over Financial Reporting
Given
the
identification of the above ineffective disclosure controls and procedures,
we
have also determined that a material weakness exists with respect to our
internal control over financial reporting during the last fiscal quarter. Such
material weakness relates to the improper recordation of certain stock issuances
as described above and is likely to have materially adversely affected our
internal control over financial reporting.
PART
II – OTHER INFORMATION
Item
1 Legal
Proceedings
As
discussed in Note 4 to the financial statements in Part I, Item 1, and in Part
I, Item 2, we are part to a material pending litigation with Wind City regarding
Wind Mill. Reference is made to Note 4 of Part I, Item 1 and Part I, Item 2
for
details of this litigation.
Item
6 Exhibits
|
|
Description
|
|
|
|
31.1
|
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (“Sarbanes-Oxley”)
|
|
|
|
31.2
|
|
Certification
of Chief Financial Officer pursuant to Section 302 of
Sarbanes-Oxley
|
|
|
|
32.1
|
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted
pursuant to Section 906 of Sarbanes-Oxley
|
|
|
|
32.2
|
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted
pursuant to Section 906 of
Sarbanes-Oxley
|
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:
December 21, 2007
|
|
|
By:
|
/s/
Deloy Miller
|
|
Deloy
Miller
|
|
Chief
Executive Officer, principal executive officer
|
|
|
Date:
December 21, 2007
|
By:
|
/s/
Lyle H. Cooper
|
|
Lyle
H. Cooper
|
|
Chief
Financial Officer, principal financial and
|
|
accounting
officer
|