MILLER DIVERSIFIED CORP
10QSB, 1998-01-22
AGRICULTURAL PROD-LIVESTOCK & ANIMAL SPECIALTIES
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                   FORM 10-QSB Quarterly Report Under Section
             13 or 15 (d) of the Securities and Exchange Act of 1934

                    For the Quarter Ended November 30 , 1997

                         Commission File Number 01-19001

                         MILLER DIVERSIFIED CORPORATION
              ----------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


         Nevada                                                 84-1070932
- -------------------------                                 ----------------------
(State or other jurisdic-                                 (I.R.S. Employer Iden-
tion of incorporation or                                   tification Number)
organization)
                                Mailing Address:
                                  P. O. Box 937
                            La Salle, Colorado 80645

                            23360 Weld County Road 35
                            La Salle, Colorado 80645
                      -------------------------------------
                     (Address of Principal Executive Office)

                                 (970) 284-5556
               --------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 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
                                       -----    -----

Number of shares of Common Stock, par value $.0001,  outstanding on January 10,
1998, 6,364,640.

Transitional Small Business Disclosure Format: YES      NO   X
                                                  -----    -----


<PAGE>



PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements
- -----------------------------

MILLER DIVERSIFIED CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
- -------------------------------------------------------------------------------
                                                       November 30,  August 31,
                                                           1997         1997
- -------------------------------------------------------------------------------
ASSETS
- ------

Current Assets:
  Cash                                                 $    78,469  $   359,278
  Trade accounts receivable                                851,256      483,888
  Trade accounts receivable - related parties               81,096       55,685
  Account receivable - related party                       120,029        8,897
  Income tax refunds receivable                             94,761       94,761
  Inventories                                              471,693      466,449
  Prepaid expenses                                          25,946       19,337
  Current portion of notes receivable-
     related party                                         250,000      250,000
- -------------------------------------------------------------------------------

    Total Current Assets                                 1,973,250    1,738,295
- -------------------------------------------------------------------------------

Property and Equipment:
  Feedlot facilities under capital lease
    - related party                                      1,497,840    1,497,840
  Equipment                                                 77,453       77,453
  Equipment under capital leases - related party            64,092       64,092
  Leasehold improvements                                    92,335       90,403
                                                         ---------    ---------
                                                         1,731,720    1,729,788
  Less: Accumulated depreciation and amortization          546,407      525,320
- -------------------------------------------------------------------------------

    Total Property and Equipment                         1,185,313    1,204,468
- -------------------------------------------------------------------------------

Other Assets:
  Securities available for sale                             19,404       29,313
  Notes receivable - related party                         300,000      300,000
  Deferred income taxes                                    176,962      176,962
  Deposits and other                                         1,500        1,500
- -------------------------------------------------------------------------------

    Total Other Assets                                     497,866      507,775
- -------------------------------------------------------------------------------

TOTAL ASSETS                                           $ 3,656,429  $ 3,450,538
- -------------------------------------------------------------------------------

Continued on next page.

                                       -2-


<PAGE>



MILLER DIVERSIFIED CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS - Continued
- -------------------------------------------------------------------------------
                                                        November 30,  August 31,
                                                            1997         1997
- -------------------------------------------------------------------------------
 LIABILITIES
 -----------

 Current Liabilities:
  Trade accounts payable                                $   572,543  $  418,686
  Accrued expenses                                           18,898      17,061
  Accrued income taxes payable                               24,096          --
  Customer advance feed contracts                            14,907      14,907
  Customer advance feed contracts - related parties          40,892      40,892
  Current portion of capital lease
    obligations-related party                                28,266      28,637
- -------------------------------------------------------------------------------

    Total Current Liabilities                               699,602     520,183
- -------------------------------------------------------------------------------

Capital Lease Obligations - related party                 1,009,130   1,015,914
- -------------------------------------------------------------------------------

Total Liabilities                                         1,708,732   1,536,097
- -------------------------------------------------------------------------------


Commitments
- -------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY
- --------------------

Preferred Stock                                                  --           --
Common  Stock, par  value $.0001 per share; 25,000,000
 shares  authorized;  6,364,640  issued and outstanding         636          636
Additional Paid-In Capital                                1,351,693    1,351,693
Unrealized Gain (Loss) on Securities Available for sale        (696)       9,213
Retained Earnings                                           596,064      552,899
- --------------------------------------------------------------------------------

Total Stockholders' Equity                                1,947,697    1,914,441

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $  3,656,429 $  3,450,538
================================================================================

See Accompanying Notes to Unaudited Consolidated Financial Statements.


                                       -3-


<PAGE>



MILLER DIVERSIFIED CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF EARNINGS

- -------------------------------------------------------------------------------
Three Months Ended November 30,
                                                            1997        1996
- -------------------------------------------------------------------------------
Revenues:
  Feed and other sales                                 $  2,097,379 $ 2,598,191
  Feedlot services                                          355,447     451,094
  Interest                                                    2,269       3,817
  Interest on note receivable related party                   8,250       3,750
  Other                                                       7,436      25,153
- -------------------------------------------------------------------------------

Total Revenues                                            2,470,781   3,082,005
- -------------------------------------------------------------------------------

Costs and Expenses
  Cost of feed and other sales                            1,905,115   2,412,250
  Cost of feedlot services                                  282,607     391,618
  Selling, general and administrative                       187,004     192,939
  Interest                                                      164       8,416
  Interest on capital leases - related party                 28,630      29,610
- -------------------------------------------------------------------------------

Total Costs and Expenses                                  2,403,520   3,034,833
- -------------------------------------------------------------------------------

Earnings before Income Taxes                                 67,261      47,172

Income Taxes                                                 24,096      15,648
- -------------------------------------------------------------------------------

NET EARNINGS                                           $     43,165 $    31,524
- -------------------------------------------------------------------------------

EARNINGS PER COMMON SHARE AND
  COMMON EQUILAVENT SHARE                              $        .01 $       Nil
- -------------------------------------------------------------------------------

Weighted Average Number of Common and
  Common Equilavent Shares Outstanding                    6,364,640   6,793,702
- -------------------------------------------------------------------------------


See Accompanying Notes to Unaudited Consolidated Financial Statements.



                                       -4-

<PAGE>




MILLER DIVERSIFIED CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS

- --------------------------------------------------------------------------------
Three Months Ended November 30,                             1997        1996
- --------------------------------------------------------------------------------

 Cash Flows from Operating Activities:
   Cash received from customers                        $  2,264,604 $ 3,104,670
   Cash paid to suppliers and employees                  (2,484,196) (3,078,756)
   Interest received                                         10,519       7,567
   Interest paid                                            (28,795)    (34,004)
   Taxes paid                                                    --     (80,000)
- --------------------------------------------------------------------------------

     Net Cash Used by Operating Activities                 (237,868)    (80,523)
- --------------------------------------------------------------------------------

 Cash Flows From Investing Activities:
   Acquisition of property and equipment                     (1,933)     (7,885)
- --------------------------------------------------------------------------------

     Net Cash Used by Investing Activities                   (1,933)     (7,885)
- --------------------------------------------------------------------------------
 Cash Flows From Financing Activities:
   Proceeds from notes payable                              380,000     588,000
   Principal payments on:
     Short-term notes payable                              (380,000)   (748,000)
     Capital lease obligations - related party               (7,155)    (13,206)
   Net increase (decrease) in short-term cattle financing   (33,853)     75,929
   Increase in cash overdraft                                    --     168,323
- --------------------------------------------------------------------------------

     Net Cash Provided (Used) by Financing Activities       (41,008)     71,046
- --------------------------------------------------------------------------------

Net Decrease in Cash                                       (280,809)    (17,362)
Cash, Beginning of Period                                   359,278      86,551
- --------------------------------------------------------------------------------

Cash, End of Period                                    $     78,469 $    69,189
- --------------------------------------------------------------------------------

Continued on next page.
                                       -5-


<PAGE>



MILLER DIVERSIFIED CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued

- --------------------------------------------------------------------------------
Three Months Ended November 30,                             1997        1996
- --------------------------------------------------------------------------------

RECONCILIATION OF NET EARNINGS TO NET
 CASH PROVIDED BY OPERATING ACTIVITIES:
 Net earnings                                          $     43,165 $    31,524
 Adjustments to reconcile net earnings to net
   cash provided by operating activities:
     Depreciation and amortization expense                   21,087      26,526
     Changes in assets and liabilities net of
       short-term cattle financing:
         (Increase) decrease in:
           Trade accounts receivable                       (146,436)    (10,660)
           Trade accounts receivable - related party        (49,222)     89,224
           Accounts receivable - related party             (111,132)    (87,695)
           Inventories                                     (168,512)   (171,122)
           Prepaid expense                                   (6,608)     (5,984)
         Increase (decrease) in:
           Trade accounts payable and accrued expenses      155,694     246,387
           Income taxes payable                              24,096     (64,352)
           Customer advance feed contracts-related parties       --    (134,371)
- -------------------------------------------------------------------------------

 Net Cash Used by Operating Activities                 $   (237,868)$   (80,523)
- -------------------------------------------------------------------------------

 See Accompaning Notes to Unaudited Consolidated Financial Statements.


                                       -6-


<PAGE>



MILLER DIVERSIFIED CORPORATION AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------

Securities Available for Sale:
     --------------------------------------------------------------------------
                                 Amortized    Estimated     Gross - Unrealized
                                    Cost     Market Value    Gains     Losses
     --------------------------------------------------------------------------
     August 31, 1997
     Equity Securities            $20,100      $29,313     $ 9,213    $    --

     November 30, 1997
     Equity Securities            $20,100      $19,404     $    --    $   696


In the  Consolidated  Statements  of Cash Flow,  the phrase  "Short-term  cattle
financing"  includes  changes  in  feeder  cattle  inventory  held  for  sale to
customers,  accounts  receivable  for feeder cattle sold to customers,  accounts
payable for feeder  cattle held for sale to customers,  and accounts  payable to
customers for slaughter cattle sold. The  transactions  from which these amounts
are derived do not have a material  reflection of the operations of the Company,
and are thus only summarized.

The consolidated balance sheets as of November 30, 1997 and August 31, 1997, the
consolidated statements of earnings for the three months ended November 30, 1997
and 1996 and  consolidated  statements  of cash flows for the three months ended
November  30, 1997 and 1996 have been  prepared by the Company,  without  audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed or omitted as allowed by the rules and  regulations  of the
Securities and Exchange Commission.

In preparation of the above-described financial statements, all adjustments of a
normal and  recurring  nature  have been made.  The  Company  believes  that the
accompanying unaudited financial statements contain all adjustments necessary to
present  fairly  the  results  of  operations  and cash  flows  for the  periods
presented.  Further,  management  believes that the  disclosures are adequate to
make the  information  presented  not  misleading.  It is  suggested  that these
financial statements be read in conjunction with the annual financial statements
and the notes thereto. The operations for the three months period ended November
30, 1997 are not  necessarily  indicative  of the results to be expected for the
year.


                                       -7-


<PAGE>



Item 2 - Management's Discussion and Analysis of Financial Condition
- --------------------------------------------------------------------
         and Results of Operations
         -------------------------

Results of Operations

     A summary  of the net  earnings  (loss) for the first  three  months of the
fiscal year ended  November  30,  1997,  compared  to the same  periods the year
before is as follows:

        ----------------------------------------------------------------
        Three Months Ended November 30
                               1997            1996            Increase
        ----------------------------------------------------------------
        First Quarter        $ 43,165        $ 31,524          $ 11,641

     The most significant  factor that affects  operating results is the average
head numbers of cattle per day ("average  head days") in the  Company's  feedlot
because feed is sold and feedlot  services  are  rendered to the cattle  owners.
Sales of feed and  feedlot  services  account  for 95% or more of the  Company's
revenues. The average head days for the periods being compared were as follows:

        ----------------------------------------------------------------
        Three Months Ended November 30                       Decrease
                                1997            1996
        ----------------------------------------------------------------
        First quarter         15,721          16,377              656

     The 656, or 4.0%,  decrease in average head days, impacts several areas, as
described below.

     Another  factor that affected  earnings for the three months ended November
30, 1997 and 1996, and that did or will impact average head numbers and earnings
later in the fiscal year, is the Company's "fall calf program".  As a service to
customers,  the Company  purchases for them calves weaned in the fall and places
them  with  local  farmer-feeders  who feed and care for the  calves  until  the
following  February  through  April  when  the  cattle  are  transferred  to the
Company's  feedlot.  These fall calf programs are  undertaken  on  essentially a
breakeven basis; that is, the amounts paid to the  farmer-feeders  are about the
same as the amounts charged to the customers. The Company offers this service to
improve  replacements  in  February  through  April when cattle  placements  are
usually low.  The  revenues  are  recorded as sales of feedlot  services and the
costs as the cost of feedlot services. Therefore, a high volume in the fall calf
program can reduce the gross profit percentage on sales of feedlot services. For
the quarter ended November 30, 1997, the Company had 2,122 head in its fall calf
program as compared to 3,400 head the previous year. This resulted in a decrease
in the  sales  and costs of the fall calf  program  for the three  months  ended
November 30, 1997 over the same period the previous  year of about  $144,000 and
had a  significant  impact of the increase in the gross profit  percentage  from
sales of feedlot services as noted below. Although a majority of the decrease in
the fall calf program is  associated  with the decrease in the number of head on
the  program,  some of the  decrease  can be  attributed  to the  fact  that the
placements  in the  current  quarter  started  later than in the  quarter  ended
November 30, 1997, therefore less charges and payments have been made.

     Other key factors that affect earnings are the gross profit  percentages on
feed and other sales, and on feedlot services.  The following is a brief summary
of gross profit and gross profit percentages on feed and other sales:



                                       -8-



<PAGE>




        ----------------------------------------------------------------------
        Three Months Ended November 30                               Increase
                                      1997            1996          (Decrease)
        ----------------------------------------------------------------------
        Feed and other sales       $2,097,379      $2,598,191       $ (500,812)
        Cost of feed and
         other sales                1,905,115       2,412,250         (507,135)
        ----------------------------------------------------------------------
              Gross profit         $  192,264      $  185,941       $    6,323

              Gross profit percentage    9.2%            7.2%              2.0%

     A variety of feed ingredients are combined in varying  percentages and sold
as various rations. The ingredients are separately marked up so the gross profit
percentage on feed sales is affected by three variables:

     (1)  the type and quantity of individual rations sold
     (2)  management's discretionary pricing decisions
     (3)  feed  ingredients sold under customer advance feed contracts which are
          not subject to management's discretionary pricing decisions

     The  $6,323  increase  in gross  profit  from feed and other  sales for the
period  ended  November  30,  1997 from the same period the  previous  year is a
result of  changes  in two  variables  described  above.  For the  period  ended
November 30, 1997, more rations were sold which contained a higher percentage of
ingredients  that  contribute  higher  gross  margins to the gross profit due to
their lower cost and/or markup.  In an effort to maintain a competitive  edge in
the industry by keeping  feeding costs down, as well as build  goodwill with its
customers,  management  lowered  the markup on corn for the three  months  ended
November 30, 1997.  Management is not anticipating the continuance of this lower
markup policy into the balance of the fiscal year.  Management  has  implemented
procedures by which certain feedlot services are expected to generate additional
revenues.

     The  following  is a brief  summary of the gross  profit  and gross  profit
percentages on sales of feedlot services:

        ----------------------------------------------------------------------
        Three Months Ended November 30,                              Increase
                                      1997            1996          (Decrease)
        ----------------------------------------------------------------------
        Sales of feedlot services  $  355,447      $  451,094       $  (95,647)
        Cost of feedlot services      282,607         391,618         (109,011)

        Gross profit               $   72,840      $   59,476       $   13,364

        Gross profit percentage         20.5%           13.2%             7.3%

     Sales of feedlot services  consist  primarily of yardage (pen rent) charged
to the  owners  of the  cattle  on feed and  grain  processing  charged  for the
processing  of certain  feed  ingredients  before they can be fed to the cattle.
Yardage  charges for the quarter ended  November 30, 1997  increased  $25,791 or
15.2% from the same  period the prior year even  though  there was a decrease in
the head  numbers  due to  procedural  changes as  described  previously.  Grain
processing  charges increased $22,400 or 19.2% for the period ended November 30,
1997 due to the mix of ingredients as described above.



                                      -9-



<PAGE>


     As previously  noted, the sales and cost of sales for the fall calf program
are also  included  in the sales and cost of sales of feedlot  services.  If the
fall calf program sales and costs are excluded,  the gross profit percentage for
the period  ended  November  30,  1997 is 21.8%  compared  to 20.7% for the same
period the previous year.

     The  cost  of  feedlot  services  consists  largely  of  feedlot  operating
expenses.  The total cost of feedlot services  decreased $109,011 for the period
ended  November 30, 1997 compared to the same period the prior year. If the fall
calf program costs are excluded,  the increase for the period ended November 30,
1997  compared to the same period the prior year is $34,827.  Even though  there
was a decrease in average head days, changes in the types of ingredients used in
the rations and the need to maintain a stable  workforce,  has  necessitated  an
increase  in labor  costs  about  $8,300 and  equipment  fuel and  repair  costs
increased  approximately  $11,600. The balance of the change is due to increases
and decreases in various expenses. Management does not anticipate any additional
increases in labor,  although  labor costs are expected to remain at or slightly
below current levels.

     Other revenues decreased $17,717.  This decrease is primarily the result of
sale of the Company's Thornton,  Colorado property in May 1997. The property had
been used for boarding  horses,  from which the Company  received  approximately
$9,200  in  rental  fees  for  the  period  ended  November  30,  1996.  Due  to
corresponding   reductions  in  management,   sales  and  adminstrative   costs,
management does not expect loss of revenue from the  discontinued  operations to
have a negative affect on the Company's earnings. The balance of the increase is
the result of increases and  decreases in various  secondary  revenue  producing
activities.

     Interest income decreased $1,548 or 40.6% for the period ended November 30,
1997 over the same  period the prior  year due to the  Company's  "carrying"  or
financing  fewer  customer  feeding  charges.  This  reduction  in  revenues  is
accompanied  by a  reduction  in  interest  expense,  as  discussed  below,  and
therefore does not have a negative affect on the Company's earnings.

     Selling,  general,  and  administrative  expenses  decreased $5,935 for the
period  ended  November  30, 1997 over the same  period the prior year.  For the
quarter ended November 30, 1997, the Company  incurred $11,800 in customer death
loss adjustments,  compared to no adjustments the same period the previous year,
an increase of $11,800.  These adjustments,  although not required,  are made to
customers for the purpose of creating goodwill and/or when management feels that
death  losses  incurred by a customer  are  extraordinary  in nature.  Legal and
accounting fees increased $8,300 for the period ended November 30, 1997 over the
same period the prior year. As a result of the selling of the Thornton, Colorado
property,  as  described  above,  the Company  realized a decrease of $16,800 in
general,  sales and administrative  costs that were directly associated with the
management  and  operation  of the  property.  The  balance of the  increase  in
selling,   general,  and  administrative  expenses  are  various  increases  and
decreases in several accounts.

     Interest  expense  decreased  $8,252 for the period ended November 30, 1997
over the same period the prior year.  This is the result of reduced  borrowings.
The need to borrow  funds was reduced due to the use of the cash  received  from
the sale of the  Thornton,  Colorado  property,  as  described  previously,  for
operations.

     Income taxes are directly  related to the net earnings  before income taxes
and certain assumptions that are made with the estimations. For the period ended
November 30, 1997,  income taxes increased $8,448 from the same period the prior
year while pretax income increased $20.089.



                                      -10-


<PAGE>



Liquidity and Capital Resources
- -------------------------------

     For the three months ended November 30, 1997, operating activities required
$237,868 more funds than were  internally-generated  compared to $80,523 for the
same period the previous  year,  an increase of  $157,345.  Cash  received  from
customers  for the period  decreased  $840,066,  but cash paid to suppliers  and
employees  decreased  only  $594,560,  for a total cash  decrease  of  $245,506.
Interest received for the period increased $2,952, while interest paid decreased
$5,209,  for a total cash increase of $8,161.  For the period ended November 30,
1996, net income tax payments  totalled  $80,000 compared to no taxes being paid
for the period ended November 30, 1997, a net cash increase of $80,000.

     For the three months ended  November 30, 1997 the net cash that was used by
investing  operations  of $1,933  compared to the net cash required by investing
operations  the same period the  previous  year of $7,885,  resulting a net cash
increase of $5,952.  For the period  ended  November 30,  1997,  acquisition  of
property and equipment decreased $5,952.

     The net cash used by financing  activities was $41,008 for the three months
ended  November 30, 1997, a decrease of $112,054  from $71,046 cash  provided by
financing  activities  for the same  period  the prior  year.  The change in net
borrowings over repayments of notes and other obligations resulted in a $166,051
decrease in funds used for the three months ended  November 30, 1997 compared to
the same period the previous year. Net short-term cattle financing for the three
months ended November 30, 1997 used $33,853  compared to the providing funds the
same period the prior year of $75,929, a decrease in funds provided of $109,782.
The  increase in the cash  overdraft  for the period  ended  November  30, 1996,
provided an additional $168,323.

     The Company's  working capital  (current assets minus current  liabilities)
increased  by $55,536  during the three  months  ended  November  30,  1997 from
$1,218,112  at August 31, 1997 to  $1,273,648  at November 30, 1997.  There were
offsetting  increases  and  decreases  to several  current  assets  and  current
liabilities as shown on the consolidated balance sheets.

     Trade accounts receivable  increased by $367,368 for the three months ended
November 30, 1997. Feedlot sales accounts  receivable  increased $204,100 due to
increased sales;  feeder cattle accounts  receivable  increased  $197,100 due to
sales that were made on  November  30,  1997.  The  increase  in trade  accounts
receivable  from  related  parties  is due to the  increase  in sales to related
parties.

     Inventories  increased  $5,244 due to an  increase  in the level of company
owned feeder cattle being fed for slaughter  inventory on hand of $278,416 and a
decrease  in the  inventory  of feeder  cattle held for resale to  customers  of
$163,268.  The inventory level of feed  ingredients on hand decreased  $109,904.
The  amount  of feed  ingredient  inventories  on hand at any  given  time  will
fluctuate  depending  on  such  variables  as  anticipated  weather  conditions,
consumption levels,  delivery  schedules,  and the number of various ingredients
being fed. These fluctuations are the result of normal operations.

     The  increase  in trade  accounts  payable  of  $153,857  is due to  normal
business transactions.


                                      -11-


<PAGE>



     The Company had a  revolving  line of credit of $200,000  from a local bank
that  matured  December  31, 1997 and bore  interest at 1.5% over the prime rate
(actual rate of 10.00% at November 30, 1997).  There was no outstanding  balance
at November 30, 1997 which meant that the Company  could  generate an additional
$200,000 cash if needed under this line of credit.  The note was secured by feed
accounts receivable, feed inventories, and equipment. Miller Feeders, Inc. (MFI)
had a  $300,000  revolving  line  of  credit  at the  same  local  bank  for the
procurement of feeder cattle for resale to customers. The line of credit matured
on December 31, 1997 and bore  interest at 1.5% over the prime rate (actual rate
of 10.00% at November 30, 1997).  There was no  outstanding  balance at November
30,  1997 which meant that MFI could  borrow up to  $300,000 to purchase  feeder
cattle  for  resale  to  customers.  The  line  was  secured  by  feeder  cattle
inventories and feeder cattle accounts receivable.

     In January  1998 the  Company  obtained  new lines of credit with the local
office of a credit services  company.  These revolving lines of credit include a
$300,000 operating line of credit, an $850,000 line of credit for the purpose of
feeding  Company owned cattle to slaughter  and a $2,000,000  line of credit for
the purpose of financing customer cattle and feed purchases. MFI also obtained a
$300,000  revolving line of credit from the same credit services company for the
purpose of  procuring  feeder  cattle for sale to  customers.  Although not tied
directly to a prime rate, the interest rate on all of the above  mentioned lines
of credit are anticipated to have an effective rate of about .5% over prime. All
of the lines of credit  are  secured by  inventories,  accounts  receivable  and
equipment and are guaranteed by two officers/directors and a related party.

     The  Company  had no  material  commitments  for  capital  expenditures  at
November 30, 1997.

     Management   believes  it  has  adequate  financial  resources  to  conduct
operations at present and reasonably anticipated levels.


                                      -12-



<PAGE>



                           PART II   OTHER INFORMATION


Items 1 through 6     None.
- -----------------
                                             







                                      -13-




<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  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 DIVERSIFIED CORPORATION
                                             ------------------------------
                                                      (Registrant)


Date:  January 20, 1998                      /s/ JAMES E MILLER
                                             -----------------------------------
                                                 James E. Miller
                                                 President,
                                                 Chief Executive Officer,
                                                 Chief Financial Officer



Date:  January 20, 1998                      /s/ STEPHEN R. STORY
                                             -----------------------------------
                                                 Stephen R. Story
                                                 Secretary-Treasurer





                                      -14-



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM FORM 10-QSB FOR
THE THREE MONTHS ENDED NOVEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                                        <C>
<PERIOD-TYPE>                              3-MOS
<FISCAL-YEAR-END>                          AUG-31-1998
<PERIOD-END>                               NOV-30-1997
<CASH>                                          78,469
<SECURITIES>                                    19,404
<RECEIVABLES>                                1,182,352
<ALLOWANCES>                                         0
<INVENTORY>                                    471,693
<CURRENT-ASSETS>                             1,973,250
<PP&E>                                       1,731,720
<DEPRECIATION>                                 546,407
<TOTAL-ASSETS>                               3,656,429
<CURRENT-LIABILITIES>                          699,602
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           636
<OTHER-SE>                                   1,947,061
<TOTAL-LIABILITY-AND-EQUITY>                 3,656,429
<SALES>                                      2,097,379
<TOTAL-REVENUES>                             2,470,781
<CGS>                                        1,905,115
<TOTAL-COSTS>                                  282,607
<OTHER-EXPENSES>                               187,004
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              28,794
<INCOME-PRETAX>                                 67,261
<INCOME-TAX>                                    24,096
<INCOME-CONTINUING>                             43,165
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    43,165
<EPS-PRIMARY>                                    0.007
<EPS-DILUTED>                                    0.007
        




</TABLE>


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