UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street NW
Washington, D.C. 29549
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Form 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 17, 2004
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MILLER DIVERSIFIED CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Nevada 01-19001 84-1070932
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
23360 Weld County Road 35
La Salle, Colorado 80645
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(Address of Principal Executive Offices) (Zip Code)
(970) 284-5556
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if changed since last report)
1
Item 12 -- Results of Operations and Financial Condition:
(a) On or about March 1, 2004, Miller Diversified Corporation confirmed that
reimbursements owed to the chairman of its board of directors had been
inadvertently omitted from its financial statements beginning in the second
quarter of its fiscal year ended August 31, 2001 and continuing through August
31, 2003. In 1999, Miller Diversified established an oral arrangement with the
board chairman to provide certain guarantees on cattle he placed in the
Company's feedlots. The arrangement was not unlike arrangements made with
certain other unrelated customers in order to maintain the volume of cattle in
the feedlots, which provides revenue from feed sales and yardage charges. During
the second quarter of fiscal year 2001, the chairman agreed to defer settlement
on the guarantee provisions of his cattle feeding in order to enhance the
Company's cash flow. The unrecorded amounts owed to the board chairman are as
follows:
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Settlement of
Guarantee Provision -
Quarter Ended Loss (Profit) Amound Owed
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February 28, 2001 $73,281 $73,281
May 31, 2001 (27,103) 46,178
August 31, 2001 48,625 94,803
November 30, 2001 46,289 141,092
February 28, 2002 38,706 179,798
May 31, 2002 -- 179,798
August 31, 2002 100,995 280,793
November 30, 2002 (4,428) 276,365
February 28, 2003 -- 276,365
May 31, 2003 -- 276,365
August 31, 2003 (34,293) 242,072
The board chairman has agreed to forgive $62,274 of the above amount, which
reduces the amount owed to $179,798.
(b) During February 2002, the Company established an oral arrangement with
Miller Feed Lots, Inc. (MFL) to share the profits and losses of the Company's
fed cattle sales during 2002. The Company is related to MFL through partial
common ownership and management. The arrangement was subsequently extended to
2003. During the fiscal years ended August 31, 2002 and 2003, MFL's share of
losses on fed cattle was $514,373 and $3,273, respectively, which was reported
as a reduction of the cost of cattle sold. The Company has determined that
accounting rules of the Securities and Exchange Commission require such
cost-sharing arrangements with related parties be reported as paid-in capital
rather than as a reduction of costs. As a result, the net losses of the Company
for the years ended August 31, 2002 and 2003 will be increased $514,373 and
$3,273, respectively, with a corresponding increase in paid-in capital.
(c) In light of the changes noted in (a) and (b) above, the Company has further
determined that accounting rules of the Securities and Exchange Commission
require that the $376,167 of deferred tax assets reported at August 31, 2002
(consisting primarily of net operating loss carryforwards) have a 100% allowance
due to the uncertainty that they will be realized.
The Company is currently preparing an amended Form 10-KSB for the fiscal year
ended August 31, 2002 to reflect these restatements. It is anticipated that the
restatement will reflect net losses of $(1,382,441) and $(156,781) for the years
ended August 31, 2002 and 2001, respectively. The Company has also been notified
by its former independent auditors, Anderson & Whitney, P.C., that they have
recalled their report on the August 31, 2002 and 2001 financial statements due
to the restatement.
Item 7 -- Financial Statements and Exhibits.
(A) Not Applicable
(B) Not Applicable
(C) Exhibits - None
Page 2
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 hereunto duly authorized.
Miller Diversified Corporation
March 17, 2004 /s/ James E. Miller
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Date James E. Miller
President, Principal Executive
Officer, Principal Financial Officer,
and Director
March 17, 2004 /s/ Clark A. Miller
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Date Clark A. Miller
Secretary-Treasurer, Principal
Marketing Officer
March 17, 2004 /s/ Norman M. Dean
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Date Norman M. Dean
Chairman of the Board and Director