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 October 31, 2002
----------------
[ ] 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 I.D. No.)
incorporation or organization)
3651 Baker Highway
Huntsville, Tennessee 37756
----------------------------
(Address of principal executive offices)
(423) 663-9457
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Issuer's telephone number
N/A
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
---------------
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
December 13, 2002
8,578,856 Common Shares
Transitional Small Business Issuer Format Yes X No
--- ---
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of Miller Petroleum, Inc., a Tennessee
corporation (the "Company"), required to be filed with this Quarterly Report
were prepared by management and reviewed by Charles M. Stivers, Certified
Public Accountant of Manchester, Kentucky and commence on the following page,
together with related Notes. In the opinion of management, the Financial
Statements fairly present the financial condition of the Registrant.
MILLER PETROLEUM, INC.
Consolidated Balance Sheets
ASSETS
October 31, April 30,
2002 2002
Unaudited
CURRENT ASSETS
Cash $ 114,051 $ 76,394
Investments 78,328 78,328
Accounts receivable - trade-, net 407,918 311,253
Inventory 567,287 567,287
Prepaid expenses 18,792 30,312
--------- ----------
Total Current Assets 1,186,376 1,063,574
--------- ----------
FIXED ASSETS
Machinery and equipment 1,390,107 1,361,117
Vehicles 408,801 453,138
Buildings 313,335 313,335
Office Equipment 74,379 80,560
Less: accumulated depreciation (843,842) (840,768)
---------- ----------
Total Fixed assets 1,342,780 1,367,382
---------- ----------
OIL AND GAS PROPERTIES 2,151,345 2,152,460
(On the basis of successful ---------- ----------
efforts accounting)
PIPELINE FACILITIES 255,688 280,390
OTHER ASSETS
Land 511,500 511,500
Investments 500 500
---------- ----------
Total Other Assets 512,000 512,000
---------- ----------
TOTAL ASSETS $5,448,189 $5,375,806
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - trade $ 403,997 $ 386,631
Accrued expenses 65,072 76,853
Notes payable - current portion 554,596 501,633
---------- ----------
Total Current Liabilities 1,023,665 965,117
---------- ----------
LONG-TERM LIABILITIES
Notes payable - related 12,217 1,326
Notes payable 1,750,815 1,712,779
---------- ----------
Total Long-Term Liabilities 1,763,032 1,714,105
---------- ----------
Total Liabilities 2,786,697 2,679,222
---------- ----------
STOCKHOLDERS' EQUITY
Common Stock: 500,000,000 shares
authorized at $0.0001 par value,
8,328,856 and 8,328,856 shares
issued and outstanding 858 858
Additional paid-in capital 3,884,144 3,884,144
Retained Earnings (1,223,510) (1,188,418)
---------- ----------
Total Stockholders' Equity 2,661,492 2,696,584
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS'S EQUITY $5,448,189 $5,375,806
========== ==========
The accompanying notes are an integral part of these 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
2002 2001 2002 2001
REVENUES
Oil and gas revenue $ 135,751 $ 86,844 $320,382 $ 208,730
Service and drilling revenue 431,161 1,101,383 669,210 1,551,249
Retail sales 2,700 32,804 2,700 56,988
Sale of equipment 73,703 73,703
Other revenue 116,126 23,602 120,907 26,295
--------- --------- --------- ---------
Total Revenue 759,441 1,244,633 1,186,902 1,843,262
--------- --------- --------- ---------
COSTS AND EXPENSES
Cost of oil and gas sales 176,046 789,156 234,775 1,008,234
Selling, general and
administrative 146,456 94,758 301,784 313,722
Salaries and wages 204,319 194,265 420,652 373,777
Depreciation, depletion and
amortization 82,332 120,996 162,362 216,845
--------- --------- --------- ---------
Total Costs and Expenses $ 609,153 $1,199,175 $1,119,573 $1,912,578
--------- --------- --------- ---------
INCOME (LOSS) FROM OPERATIONS 150,288 45,458 67,329 (69,316)
--------- --------- --------- ---------
OTHER INCOME (EXPENSE)
Interest income 223 349 868 473
Interest expense (48,096) (27,745) (103,289) (77,755)
--------- --------- --------- ---------
Total Other Income (Expense) (47,873) (27,396) (102,421) (77,282)
--------- --------- --------- ---------
NET INCOME (LOSS) 102,415 18,062 (35,092) (146,598)
========= ========= ========= =========
NET EARNING(LOSS) PER SHARE 0.01 0.00 0.00 (0.02)
========= ========= ========= =========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 8,578,856 8,343,856 8,578,856 8,318,856
========= ========= ========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
MILLER PETROLEUM, INC.
Consolidated Statement of Stockholders' Equity
(UNAUDITED)
Additional
Common Shares Paid-in Retained
Shares Amount Capital Earnings Total
Balance
April 30, 2001 8,218,656 $822 $3,566,480 ($680,661) $2,886,641
Common stock
issued for cash at
$1.00 per share 110,000 11 109,989 - 110,000
Stock options
exercised at
$0.575 per share 100,000 10 57,490 - 57,500
Common stock
issued for equipment
at $1.00 per share 150,000 15 149,985 - 150,000
Common stock
issued for services
at $1.00 per share 200 200 - 200
Net loss for the
twelve months ended
April 30, 2002 ($507,757)($507,757)
Balance
April 30, 2002 8,578,856 $858 $3,884,144 ($1,188,418)$2,696,584
Net loss for the
three months ended
October 31, 2002 ($35,092) ($35,092)
Balance
July 31, 2002 $8,578,856 $858 $3,884,144 ($1,223,510)$2,661,492
The accompanying notes are an integral part of these consolidated financial
statements
MILLER PETROLEUM, INC.
Consolidated Statement of Cash Flows
(UNAUDITED)
Six Months Six Months
Ended October 31,
2002 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (35,092) $ (146,598)
Adjustments to Reconcile Net Income to
Net Cash Provided (Used) by Operating
Activities:
Depreciation, depletion and amortization 162,362 216,845
Gain on sale of equipment (73,703)
Common stock issued for services 200
Common stock issued for inventory 150,000
Changes in Operating Assets and Liabilities:
Decrease (increase) in accounts receivable (96,665) 239,598
Decrease (increase) in inventory (152,308)
Decrease (increase) in organizational costs 119
Decrease (increase) in prepaid expenses 11,520 32,179
Increase (decrease) in accounts payable 17,366 93,436
Increase (decrease) in accrued expenses (11,781) (13,756)
---------- ----------
Net Cash Provided (Used) by Operating
Activities (25,993) 419,715
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment (108,854) (158,470)
Purchase of oil and gas properties (28,886) (725,036)
Sale of equipment 99,500
---------- ----------
Net Cash Provided (Used) by Investing
Activities (38,240) (883,506)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable (114,978) (173,828)
Sale of common stock 167,500
Proceeds from borrowing 216,868 500,000
---------- ----------
Net Cash Provided (Used) by Financing
Activities $ 101,890 $ 493,672
---------- ----------
NET INCREASE IN CASH $ 37,657 $ 29,881
---------- ----------
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 76,394 224,500
---------- ----------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 114,051 $ 254,381
---------- ----------
CASH PAID FOR
Interest $ (103,289) $ (77,755)
Income taxes 0 0
NON-CASH FINANCING ACTIVITIES:
Common stock issued for services 200
Common stock issued for inventory 150,000
The accompanying notes are an integral part of these 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, 2002 Annual Report on Form 1OKSB. The results of
operations for the period ended October 31, 2002 are not necessarily
indicative of operating results for the full year.
The consolidated financial statements and other information furnished
herein reflect all adjustment which are, in the opinion of management of
the Registrant, necessary for a fair presentation of the results of the
interim periods covered by this report.
(2) RELATED PARTY TRANSACTIONS
On May 1, 2002, the Company executed a promissory note for $50,000 in
favor of Herman Gettelfinger, a director. The note was for a period of
one month with an interest rate of eight percent and may be renewed on
the same terms at the option of the holder.
During the first quarter, Deloy Miller CEO and Chairman, advanced the
Company $12,506 that has an interest rate of eight percent.
(3) New Accounting Pronouncements
The Company adopted Statement of Financial Accounting Standards (SFAS)
No. 133, "Accounting for Derivative Instruments and Hedging Activities,
"effective January 1, 2001. SFAS No. 133 (as amended by SFAS 137 AND
SFAS 138) requires a 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 derivatives is a fair value hedge,
changes in the fair value of the hedged assets, liabilities or firm
commitments are recognized through earnings. If the derivative is a
cash flow hedge the effective portion of changes in the fair value of
the derivative are recognized in other comprehensive income until the
hedged item is recognized in earnings. The ineffective portion of a
derivative's change in fair value is immediately recognized in earnings.
The adoption of SFAS No. 133, as amended, did not have a material impact
on the Company's consolidated financial statements.
In July 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard (SFAS) No. 141, "Business Combinations"
and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141
addresses the initial recognition and measurement of goodwill and other
intangible assets acquired in a business combination and SFAS No. 142
addresses the initial recognition and measurement of intangible assets
acquired outside of a business combination whether acquired individually
or with a group of other assets. These standards require all future
business combinations to be accounted for using the purchase method of
accounting. Goodwill will no longer be amortized but instead will be
subject to impairment tests at least annually. The Company would have
been required to adopt SFAS No. 141 on July 1, 2001, and to adopt SFAS
142 on a prospective basis as of January 1, 2002. The Company has not
effected a business combination and carries no goodwill on its balance
sheet; accordingly, the adoption of these standards is not expected to
have an effect on the Company's financial position or results of
operations.
In June 2001, the Financial Accounting Standards Board approved the
issuance of SFAS No. 143, "Accounting for Asset Retirement Obligations."
SFAS 143 establishes accounting standards for the recognition and
measurement of legal obligations associated with the retirement of
tangible long-lived assets and requires recognition of a liability for
an asset retirement obligation in the period in which it is incurred.
The provisions of this statement are effective for financial statements
issued for financial statements issued for fiscal years beginning after
June 15, 2002. The adoption of this statement is not expected to have a
material impact on the Company's financial position or results of
operations.
SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, addresses accounting and reporting for the impairment or
disposal of long-lived assets. SFAS No. 144 supersedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of. SFAS No. 144 establishes a single accounting
model for long-lived assets to be disposed of by sale and expands on the
guidance provided by SFAS No. 121 with respect to cash flow estimations.
SFAS No. 144 becomes effective for the Company's fiscal year beginning
January 1. 2002. There will be no current impact of adoption on its
financial position or results of operations.
Item 2. Management's Discussion and Analysis or Plan of Operation.
----------------------------------------------------------
Miller Petroleum has more than 50,000 acres under lease in Tennessee.
About 95% of these leases are held by production. This acreage is made up
primarily of development drilling locations. It produces both gas and oil,
mainly from the Mississippian age Big Lime Formation. The existing properties
contain a minimum three-year inventory of conventional drilling locations.
Miller's current development drilling program is to drill 22 oil and gas
wells and 40 gas only wells on its Koppers South Tract and build a six mile
gathering system to a local pipeline. Plans call for completion of the program
in approximately two years. Miller along with an industry partner will invest
more than nine million dollars in the project which has a predicted internal
rate of return of above thirty percent.
All 50,000 Tennessee acres are presently being evaluated for their CBM
potential. A well drilled in June of 2001 by the company encountered numerous
coal seams below 750 feet depth on a 4,000-acre lease that the company has
recently acquired. These coal seams reach a maximum thickness of six feet and
are presently being evaluated for their CBM potential. In addition, this well
has made a conventional Big Lime gas discovery, and three additional locations
have been drilled. Two of the wells were completed and began selling gas in
March of 2002. A third well was completed and put online in October, 2002.
The Company is also actively pursuing the acquisition of additional high
potential acreage in eastern Tennessee. It's exploration efforts are
concentrated in the East Tennessee portion of the Eastern Overthrust Belt.
Management has selected two large structures and is actively leasing acreage
on both of them. The Company has acquired more than 6,500 acres in the
current leasing program. Two test wells are being planned on a large structure
in said high potential acreage. Knox Dolomite wells in the Overthrust have
reserves in excess of two Bcf gas per well.
Liquidity and Capital Resources
-------------------------------
We estimate that we will be able to adequately fund our development and
production plans, with the exception of the acquisition of additional
properties, for the next 12 months. Sources of funds for us will be revenue
from operations, in particular sales of working interests in wells that we
drill; receipts from the private placement of our securities; and loans.
We believe that our current cash flow will be sufficient to support our
cash requirements for development and production over the next 12 months.
Results of Operations
---------------------
The Company had revenues of $759,441 for the second quarter of fiscal
2003, down from the $1,244,633 in revenues recognized during the second
quarter of fiscal 2002.
Oil and gas revenue for the current quarter was $135,751 up from $86,844
in the second quarter of fiscal 2002. This increase was due primarily to
natural gas sales from the Lindsay Land Company lease and slightly higher
natural gas prices.
Service and drilling revenue for the second quarter was $431,161 down
from $1,101,383 for the same quarter last year. This decrease was due to a
large decline in the Company's drilling activity.
During the current quarter, retail sales were $2,700 compared to $32,804
during the second quarter of fiscal 2002. This decrease was due to the
decline in oilfield activities.
Sale of equipment during the second quarter was $73,703 due to the sale
of excess operating equipment to Myers Completions, Inc.
Other revenue for the second quarter of fiscal 2003 was $116,126 up from
$23,602 during the same period last year due primarily to the settlement with
the Blue Ridge Group, Inc.
The Company's net income for the current quarter was $102,415, up from
$18,062 for the second quarter of fiscal 2002. This increase was due to the
sale of excess operating equipment and the settlement with the Blue Ridge
Group, Inc.
Cost of oil and gas sales for the second quarter of fiscal 2003 was
$176,046, down from $789,156 in the same quarter of fiscal 2002, due primarily
to the decrease in drilling activity.
Selling, general and administrative expenses were $146,456, up from
$94,758 in the second quarter of fiscal 2002. This increase was primarily due
to increases in legal and professional fees.
Salaries and wages for the current quarter were $204,319, up from
$194,265 in the second quarter of fiscal 2002.
Depreciation, depletion and amortization for the second quarter of
fiscal 2003 was $82,332 down from $120,996 in the second quarter of 2002. This
decrease was due to a reduction in drilling activities.
The Company had revenues of $1,186,902 for the first half of its fiscal
year 2003, down from the $1,843,262 in revenues recognized during the first
half of fiscal year 2002.
Oil and gas revenue for the first six months of fiscal 2003 was $320,382
up from $208,730 in the first six months of fiscal 2002. This increase was due
primarily to natural gas sales from the Lindsay Land Company lease, oil sales
from the Koppers lease and slightly higher natural gas prices.
Service and drilling revenue for the first half of fiscal 2003 was
$669,210 down from $1,551,249 for the first half of fiscal 2002. This
decrease was due to dramatic decreases in drilling activity since last year.
During the first half of the current fiscal year, retail sales were
$2,700 compared to $56,988 during the first half of fiscal 2002. This
decrease is due to a general decline in oilfield activities.
Sale of equipment during the first half of fiscal 2003 was $73,703
because of the sale of excess operating equipment to Myers Completions, Inc.
Other revenue for the fist half of fiscal 2003 was $120,907 up from
$26,295 during the same period last year due primarily to the settlement with
the Blue Ridge Group, Inc.
The Company's net loss for the first six months of fiscal 2003 was
$35,092, down from a net loss of $146,598 for the first half of fiscal 2002.
Cost of oil and gas sales for the first half of fiscal 2003 was
$234,775, down from $1,008,234 in the same period of fiscal 2002, because of a
deep decline in drilling activity.
Selling, general and administrative expenses for the first half of
fiscal 2003 were $301,784, down from $313,722 during the same period of
fiscal 2002.
Salaries and wages for the first half of fiscal 2003 were $420,652, up
from $373,777 in the same period of fiscal 2002.
Depreciation, depletion and amortization for the first half of fiscal
2003 was $162,362 down from $216,845 in the second quarter of 2002. This
decrease was due to less production equipment being placed in service.
Item 3. Controls and Procedures
-----------------------
Within the 90-day period prior to the filing of this report, we carried
out an evaluation, under the supervision and with the participation of our
principal executive officer and principal financial officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on this evaluation, our principal executive officer and
principal financial officer concluded that our disclosure controls and
procedures are effective in timely alerting them to material information
required to be included in our periodic SEC reports. It should be noted that
the design of any system of controls is based on 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, regardless of how remote. In addition, we
reviewed our internal controls, and there have been no significant changes in
our internal controls or in other factors that could significantly affect
those controls subsequent to the date of their last evaluation.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
------------------
On or about January 20, 2000, the Company filed a complaint against
Blue Ridge Group, Inc. in the Chancery Court of Hawkins County at Rogersville,
Tennessee, Case No. 13951, asserting that Blue Ridge had breached a Footage
Drilling Contract with the Company. Miller asserted that Blue Ridge had
breached the said contract by quitting the job without drilling to the
required depth, failing to drill a straight hole, and by damaging the well
bore by failing to conduct its operations in a good and workmanlike manner in
accordance with good industry practice. The Company has asked that it be
awarded its initial payment of $37,000.00 to Blue Ridge, damages occasioned by
the improper deviation of the hole from the vertical plane; damages for the
cost of re-drilling and/or re-working the hole, damages allowed by the parties
contract, further and equitable relief to which it may be entitled, and to
assess the costs of this cause, including Miller's discretionary costs, to
Blue Ridge. On May 10, 2002, the Chancery Court of Hawkins County ruled in
favor of Miller Petroleum, Inc. and awarded damages of $97,716.21 plus
interest. Subsequently, Blue Ridge Group appealed the decision to the
Tennessee Supreme Court.
The Blue Ridge action was settled for $90,000 in cash and a $25,000
credit for oilfield services from the Blue Ridge Group, Inc.
On or about April 12, 2002, the Company filed a complaint against
Nami Resources Company, LLC in the Circuit Court for Scott County at
Huntsville, Tennessee asserting that Nami had failed to pay for natural gas
received and $16,456.12 is justly due and owing to Miller. On or about May 14,
2002, Nami Resources Company, LLC filed a complaint against Miller Petroleum,
Inc. in the United States District Court, Eastern District of Kentucky, London
Division, Civil Action No. 02-255-DCR asserting that Miller had breached a
contract for the sale and transportation of natural gas asking for relief in
the amount of $400,000 plus court costs and attorney fees.
The Nami action is pending and the Company believes that it is
justly owed $16,456.12 and does not believe that a contract existed to be
breached. However, a decision for Nami would not have a material effect on
Miller.
Item 2. Changes in Securities.
----------------------
None.
Item 3. Defaults Upon Senior Securities.
--------------------------------
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.*
(a) Exhibits.
None.
(b) Reports on Form 8-K.
None.
* A summary of any Exhibit is modified in its entirety by reference to the
actual Exhibit.
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.
Date: December 13, 2002 MILLER PETROLEUM, INC.
By:/s/Deloy Miller
------------------------
Deloy Miller
Chief Executive Officer
Date: December 13, 2002 By:/s/Lawrence L. LaRue
------------------------
Lawrence L. LaRue,
Chief Financial Officer
SECTION 302 CERTIFICATION
I, Deloy Miller, certify that:
1. I have reviewed this quarterly report of MILLER PETROLEUM, INC.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statement, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which the quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation of the Evaluation Date;
5. The registrant's other qualifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant's auditors any material weakness in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls, and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
By: /s/Deloy Miller
-----------------------------
Deloy Miller, Chief Executive
Officer
SECTION 302 CERTIFICATION
I, Lawrence LaRue, certify that:
1. I have reviewed this quarterly report of MILLER PETROLEUM, INC.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statement, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which the quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation of the Evaluation Date;
5. The registrant's other qualifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant's auditors any material weakness in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls, and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
By:/s/Lawrence LaRue
-----------------------------
Lawrence LaRue, Chief Financial
Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly report of Miller Petroleum, Inc. (the
"Company") on Form 10-QSB for the period ending October 31, 2002, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
We, Deloy Miller, Chief Executive Officer and Lawrence LaRue, Chief Financial
Offier of the Company, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
/s/Deloy Miller
-----------------------
Deloy Miller
Chief Executive Officer
12/13/02
/s/Lawrence LaRue
----------------------
Lawrence LaRue
Chief Financial Offier
12/13/02