UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE)
AMENDMENT NO. 1 ON FORM 10-K
TO FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE FISCAL YEAR ENDED APRIL 30, 2008
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION PERIOD FROM _____________ TO _____________
COMMISSION FILE NUMBER: 033-02249-FW
MILLER PETROLEUM, INC.
----------------------
(Name of small business Issuer in its charter)
TENNESSEE 62-1028629
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3651 BAKER HIGHWAY, HUNTSVILLE, TN 37756
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(Address of principal executive offices)
(423) 663-9457
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(Issuer's Telephone Number, including area code)
SECURITIES REGISTERED UNDER SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED UNDER SECTION 12(g) OF THE ACT: NONE
Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [ ] No [X]
The Issuer's revenues for the fiscal year ended April 30, 2008 were $829,342.
The aggregate market value of the Common Stock held by non-affiliates, based on
the average closing bid and asked price of the Common Stock on April 12, 2008
was $3,149,468.
There are approximately 6,846,670 shares of common voting stock of the
Registrant held by non-affiliates. On August 12, 2008 the average bid and asked
price was $0.46.
As of August 12, 2008 there were 14,566,856 shares of common stock outstanding.
Transitional Small Business Disclosure Form (check one): Yes ___ No _X_
EXPLANATORY PARAGRAPH
Miller Petroleum, Inc. is filing this Amendment No. 1 on Form 10-K to
its Annual Report on Form 10-KSB for the year ended April 30, 2008 (the "2008
10-KSB) in response to comments from the staff of the Securities and Exchange
Commission on such filing. By this amendment, we are hereby deleting Part I,
Item 2. Description of Property which appeared in our 2008 10-KSB in its
entirety and substituting it with the information contained in this Amendment
No. 1. This Amendment No. 1 also contains currently dated certifications as
Exhibits 31.1, 31.2, 32.1 and 32.2.
PART II
Item 2. Description of Property.
Our executive offices presently comprise approximately 6,300 square feet on 14
acres of land in Huntsville, Tennessee that the Company owns.
Oil and Gas Leases
We are an exploration and production company that utilizes seismic
data, and other technologies for geophysical exploration and development of oil
and gas wells. In addition to our engineering and geological capabilities, we
have work-over rigs, dozers, roustabout crews and equipment to set pumping
units, tanks and lay flow lines, winch trucks and trailers for traveling
support, backhoes, ditchers, fusion machines and welders for pipeline and
compression installation, as well as other equipment necessary to take a
drilling program from the development stage to completion. The company also
sells rigs, oilfield trailers, compressors and other miscellaneous oil and gas
production equipment.
At April 30, 2008 we had approximately 43,491 acres of oil and gas
leases, all located in Anderson, Campbell and Roane Counties in Tennessee. These
three counties are geographically situated in East Tennessee, with both Campbell
and Roane counties sharing borders with Anderson county. As described elsewhere
herein, on June 13, 2008 we sold approximately 30,000 acres of leases which were
located in Campbell County, Tennessee and generally known as Koppers North and
Koppers South to Atlas America LLC for $19.625 million.
Of the remaining approximately 13,491 acres of oil and gas leases we
held at April 30, 2008, approximately 5,694 acres are located in Anderson
County, Tennessee, approximately 4,175 acres are located in Campbell County,
Tennessee and approximately 3,622 acres are located in Roane County Tennessee.
There is no production at the Anderson County, Tennessee sites. The following
table provides information on the oil and gas production from the remaining
acreage during the fiscal years ended April 30, 2007 and 2008:
Total All Wells Our %
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Oil Production (Bbls)
Produced April 30, 2007 .. .... 8,900 4,898
Produced April 30, 2008 .. .... 9,264 4,984
Gas Production (Mcf)
Produced April 30, 2007 .. .... 216,096 54,765
Produced April 30, 2008 .. .... 206,388 39,507
Oil and Gas Reserve Analyses
Our estimated net proved oil and gas reserves and the present value of
estimated cash flows from those reserves are summarized below. The reserves were
estimated at April 30, 2008 by Lee Keeling and Associates, Inc., independent
petroleum consultants, in accordance with regulations of the Securities and
Exchange Commission, using market or contract prices at the end of each of the
years presented in the consolidated financial statements. These prices were held
constant over the estimated life of the reserves.
2
Ownership interests in estimated quantities of proved oil and gas
reserves and changes in net proved reserves, all of which are located in the
continental United States, are summarized below for each of the years presented
in the consolidated financial statements.
Oil (Bbl) Gas (Mcf)
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Proved Reserves
Balance, April 30, 2006 ............ 91,279 980,730
Discoveries and extensions .... - -
Revisions of previous estimates (24,977) (224,155)
Production .................... (4,898) (54,765)
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Balance, April 30, 2007 ............ 61,404 701,810
Discoveries and extensions .... - -
Revisions of previous estimates 17,993 475,894
Return of proved undeveloped
properties to company ....... - 1,037,857
Sale of minerals in place ..... - (324,195)
Production .................... (4,984) (39,508)
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Balance, April 30, 2008 ............ 74,413 1,851,858
Finally, the following table provides information at each of April 30,
2007 and 2008 regarding our developed and undeveloped reserves:
Oil (Bbl) Gas (Mcf)
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Proved developed producing reserves
at April 30, 2008 ................ 63,068 510,825
Proved developed producing reserves
at April 30, 2007 ................ 48,591 624,404
Proved developed non-producing
reserves at April 30, 2008 ....... 11,345 81,002
Proved developed non-producing
reserves at April 30, 2007 ....... 12,813 77,406
Proved undeveloped reserves at
April 30, 2008 ................... - 1,260,031
Proved undeveloped reserves at
April 30, 2007 (1) ............... - -
__________________
(1) At April 30, 2007 the leases had been transferred to the Wind City
Joint Venture and the litigation had not been concluded to establish
the Company's right to the return of the leases.
As described elsewhere herein, the return of the proved undeveloped
properties resulted from the return of the leases from Wind City to our
settlement of all litigation.
Our standardized measure of discounted future net cash flows from our
estimated proved oil and gas reserves is provided for the financial statement
user as a common base for comparing oil and gas reserves of enterprises in the
industry and may not represent the fair market value of our oil and gas reserves
or the present value of future cash flows of equivalent reserves due to various
uncertainties inherent in making these estimates. Those factors include changes
in oil and gas prices from year-end prices used in the estimates, unanticipated
changes in future production and development costs and other uncertainties in
estimating quantities and present values of oil and gas reserves.
3
The following table presents the standardized measure of discounted
future net cash flows from our ownership interests in proved oil and gas
reserves as of the end of each of the years presented in the consolidated
financial statements. The standardized measure of future net cash flows as of
April 30, 2008 and 2007 are calculated using weighted average prices in effect
as of those dates. Those prices were $9.36 and $7.96 respectively, per Mcf of
natural gas, and $103.31 and $55.77 respectively, per barrel of oil. The
resulting estimated future cash inflows are reduced by estimated future costs to
develop and produce the estimated proved reserves based on year-end cost levels.
Future income taxes are based on year-end statutory rates, adjusted for any
operating loss carry forwards and tax credits. The future net cash flows are
reduced to present value by applying a 10% discount rate.
Standardized measures of discounted future net cash flows at April 30,
2008 and 2007 are as follows:
2008 2007
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Future cash flows .............................. $ 25,456,619 $ 8,422,828
Future production costs and taxes .............. (3,597,397) (2,402,638)
Future development costs ....................... (1,471,400) (13,900)
Future income tax expense ...................... (6,320,225) (1,861,950)
------------ ------------
Future cash flows .............................. 14,067,597 4,144,340
Discount at 10% for timing of cash flows ....... (7,323,458) (2,144,700)
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Discounted future net cash flows from proved
reserves ..................................... $ 6,744,139 $ 1,999,640
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Changes in Standardized Measure of Discounted Future Net Cash Flows
The following table summarized the changes in the standardized measure
of discounted future net cash flows from estimated production of our proved oil
and gas reserves after income taxes for each of the years presented in the
consolidated financial statements.
The following table sets forth the changes in the standardized measure
of discounted future net cash flows from proved reserves for April 30, 2008 and
2007.
2008 2007
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Balance, beginning of year ..................... $ 1,999,640 $ 3,132,740
Sales, net of production costs and taxes ....... (504,265) (453,670)
Changes in prices and production costs ......... 2,134,824 1,008,950
Revisions of quantity estimates and return of
proved undeveloped properties ................ 6,853,630 (3,015,904)
Sale of minerals in place ...................... (714,788) -
Development costs incurred ..................... - 474
Net changes in income taxes .................... (3,024,902) 1,327,050
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Balances, end of year .......................... $ 6,744,139 $ 1,999,640
============ ============
The reserves presented in this Report were evaluated in accordance with
Rule 4-10 of Regulation S-X promulgated by the Securities and Exchange
Commission ("SEC").
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Miller Petroleum, Inc.
Date: June 1, 2009 By: /s/ Scott M. Boruff
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Scott M. Boruff, Chief Executive Officer
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