UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q




Quarterly Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934.


For the quarterly period ended December 31, 2012

Commission file number 0-10976

MICROWAVE FILTER COMPANY, INC.
(Exact name of registrant as specified in its charter.)


 
New York
16-0928443
(State of Incorporation)
(I.R.S. Employer Identification Number)



6743 Kinne Street, East Syracuse, N.Y.
13057
(Address of Principal Executive Offices)
(Zip Code)

(315) 438-4700
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____

    Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
  YES __X__  NO____

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act). 
Large accelerated filer ______
Accelerated filer ______
Non-accelerated filer ______ (Do not check if smaller reporting company)
Smaller reporting company ____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__

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.  

Common Stock, $.10 Par Value -    2,585,321 shares as of February 1, 2013.



MICROWAVE FILTER COMPANY, INC.
Form 10-Q

Index


Item Page


Part I Financial Information


Item 1. Financial Statements 3


          Consolidated Balance Sheets (unaudited) 3


          Consolidated Statements of Operations (unaudited) 4


           Consolidated Statements of Cash Flows (unaudited) 5


           Notes to Consolidated Financial Statements (unaudited) 6-7


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 8-12


Item 3. Quantitative and Qualitative Disclosures About Market Risk 13


Item 4. Controls and Procedures 14


Part II Other Information 15


Signatures 16
            



<PAGE>                                2


      PART I. - FINANCIAL INFORMATION
Microwave Filter Company and Subsidiaries
 Consolidated Balance Sheets (unaudited)
                    December 31, 2012 and September 30, 2012


December 31, 2012 September 30, 2012
Assets                
Current Assets:                
Cash and cash equivalents  $
860,596 $ 1,023,017  
Accounts receivable-trade, net of                
     allowance for doubtful accounts                
     of $26,000 and $26,000     162,963       263,385  
Inventories, net of obsolete inventory reserve
     of $408,340 and $408,340     553,037       529,075  
Prepaid expenses and other current assets     98,886       111,342  
                 
Total current assets     1,675,482       1,926,819  
                 
Property, plant and equipment, net     704,441       672,525  
                 
Total assets   $ 2,379,923     $ 2,599,344  
                 
                 
Liabilities and Stockholders' Equity                
                 
Current liabilities:                
Accounts payable   $ 114,810     $ 92,325  
Customer deposits     40,204       30,563  
Accrued payroll and related expenses     33,418       51,289  
Accrued compensated absences     164,667       172,198  
Other current liabilities     30,188       31,308  
                 
Total current liabilities     383,287       377,683  
                 
Total liabilities     383,287       377,683  
                 
Stockholders' Equity:                
Common stock, $.10 par value                
     Authorized 5,000,000 shares, Issued                
     4,324,140 shares in 2013 and 2012,                
     Outstanding 2,585,321 shares in 2013                
     and 2012     432,414       432,414  
Additional paid-in capital     3,248,706       3,248,706  
Retained earnings     6,988       232,013  
                 
Common stock in treasury, at cost                
     1,738,819 shares in 2013 and 2012   ( 1,691,472  )   ( 1,691,472  )
                 
Total stockholders' equity     1,996,636       2,221,661  
                 
Total liabilities and  stockholders' equity   $ 2,379,923     $ 2,599,344  
                 

<FN>
See Accompanying Notes to Consolidated Financial Statements




<PAGE>                             3


Microwave Filter Company and Subsidiaries
Consolidated Statements of Operations (unaudited)
For the Three Months
Ended December 31, 2012 and 2011

                 
      Three months ended    
      December 31,    
      2012     2011    
                 
Net sales   $ 771,244   $ 1,317,207    
                 
Cost of goods sold     568,044     813,995    
                 
Gross profit     203,200     503,212    
                 
  Selling, general and administrative expenses     430,415     421,970    
                 
(Loss) income from operations   ( 227,215 )   81,242
                 
Other income (net) 2,190 21,575
                 
(Loss) income before income taxes   ( 225,025 )   102,817
                 
Provision (benefit) for income taxes     0     0    
                 
NET (LOSS) INCOME   $ ( 225,025 ) $ 102,817
                 
Per share data:                
                 
Basic and diluted (loss) earnings  per share   $ ( 0.09 )
$
0.04
                 
Shares used in computing net (loss)                
     earnings per share:     2,585,321     2,586,227    

<FN>
See Accompanying Notes to Consolidated Financial Statements

<PAGE>                             4   


Microwave Filter Company and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
For the Three Months Ended December 31, 2012 and 2011


    Three months ended  
    December 31  
    2012       2011  
               
Cash flows from operating activities:              
               
Net (loss) income $ ( 225,025 )   $ 102,817
Adjustments to reconcile net (loss) income              
     to net cash provided by (used in)              
     operating activities:              
Depreciation   41,337       37,583  
Gain on sale of fixed assets 0 ( 20,000 )
Change in assets and liabilities:              
Accounts receivable   100,422       130,368  
Federal and state income tax recoverable 0 25,402
Inventories   ( 23,962 )     49,870
Prepaid expenses and other assets   12,456       12,247  
Accounts payable and customer deposits   32,126     ( 37,811 )
Accrued payroll, compensated absences              
     and related expenses   ( 25,402 )     ( 39,691 )
Other current liabilities   ( 1,120 )     ( 51,899 )
               
Net cash (used in) provided by               
     operating activities   ( 89,168 )     208,886  
               
Cash flows from investing activities:              
Capital expenditures ( 73,253 ) ( 189,078 )
Proceeds from sale of fixed assets     0     20,000
Net cash (used in) provided by              
     investing activities   ( 73,253 )     ( 169,078 )
               
Net (decrease) increase in cash              
     and cash equivalents   ( 162,421 )     39,808
               
Cash and cash equivalents              
     at beginning of period   1,023,017       1,258,885  
               
Cash and cash equivalents              
     at end of period $ 860,596     $ 1,298,693  
Supplemental Schedule of Cash Flow Information:
     Income taxes paid $ 0 $ 15,000

<FN>


See Accompanying Notes to Consolidated Financial Statements



<PAGE>                          5


MICROWAVE FILTER COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  December 31, 2012


Note 1. Summary of Significant Accounting Policies   

   The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-K. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The operating results for the three month period ended December 31, 2012 are not necessarily indicative of the results that may be expected for the year ended September 30, 2013. For further information, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10K for the year ended September 30, 2012.

Note 2. Industry Segment Data

  The Company's business involves the operations of Microwave Filter Company, Inc. (MFC) which designs, develops, manufactures and sells electronic filters, both for radio and microwave frequencies, to help process signal distribution and to prevent unwanted signals from disrupting transmit or receive operations. Markets served include cable television, television and radio broadcast, satellite broadcast, mobile radio, commercial communications and defense electronics. 

Note 3. Inventories                  

  Inventories are stated at the lower of cost determined on the first-in, first-out method or market.

  Inventories net of reserve for obsolescence consisted of the following:

December 31, 2012
September 30, 2012
Raw materials and stock parts   $ 468,732  
$
455,000  
Work-in-process     14,170     13,554  
Finished goods     70,135     60,521  
               
    $ 553,037  
$
529,075  

  The Company's reserve for obsolescence equaled $408,340 at December 31, 2012 and September 30, 2012.

<PAGE>                             6


Note 4. Income Taxes

  The Company accounts for income taxes under FASB ASC 740-10. Deferred tax assets and liabilities are based on the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates which are anticipated to be in effect when these differences reverse. The deferred tax provision is the result of the net change in the deferred tax assets and liabilities.  A valuation allowance is established when it is necessary to reduce deferred tax assets to amounts expected to be realized. The Company has provided a full valuation allowance against its deferred tax assets.

  FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements  and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax position taken or expected to be taken on a tax return. Additionally, it provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company determined it has no uncertain tax positions and therefore no amounts are recorded.

Note 5. Legal Matters

  The State of New York Workers’ Compensation Board has commenced an action against Microwave Filter Company, Inc. to recover for an underfunded self insured program that Microwave Filter Company, Inc. participated in. Due to the relatively short period of time Microwave Filter Company, Inc. participated in the program and the limited amount of potential exposure, we do not expect the resolution of this action will have a material adverse effect on our financial condition, results of operations or cash flows. The Company has accrued $12,000 for this action in other current liabilities.


Note 6. Fair Value of Financial Instruments

  The carrying values of the Company cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short maturity of those instruments.

   The Company currently does not trade in or utilize derivative financial instruments.

Note 7. Significant Customers

  Sales to one customer represented approximately 22% of total sales for the three months ended December 31, 2012 compared to 16% of total sales for the three months ended December 31, 2011.


Note 8. Recent Accounting Pronouncements

  None applicable.  






<PAGE>                             7





MICROWAVE FILTER COMPANY, INC.

MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

  Microwave Filter Company, Inc. operates primarily in the United States and principally in one industry. The Company extends credit to business customers based upon ongoing credit evaluations. Microwave Filter Company, Inc. (MFC) designs, develops, manufactures and sells electronic filters, both for radio and microwave frequencies, to help process signal distribution and to prevent unwanted signals from disrupting transmit or receive operations. Markets served include cable television, television and radio broadcast, satellite broadcast, mobile radio, commercial communications and defense electronics.

Critical Accounting Policies

  The Company's consolidated financial statements are based on the application of United States generally accepted accounting principles (GAAP). GAAP requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. The Company believes its use of estimates and underlying accounting assumptions adhere to GAAP and are consistently applied. Valuations based on estimates are reviewed for reasonableness and adequacy on a consistent basis throughout the Company. Primary areas where financial information of the Company is subject to the use of estimates, assumptions and the application of judgment include revenues, receivables, inventories, and taxes. Note 1 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2012 describes the significant accounting policies used in preparation of the consolidated financial statements. The most significant areas involving management judgments and estimates are described below and are considered by management to be critical to understanding the financial condition and results of operations of the Company.

  Revenues from product sales are recorded as the products are shipped and title and risk of loss have passed to the customer, provided that no significant vendor or post-contract support obligations remain and the collection of the related receivable is probable. Billings in advance of the Company's performance of such work are reflected as customer deposits in the accompanying consolidated balance sheet.

  Allowances for doubtful accounts are based on estimates of losses related to customer receivable balances. The establishment of reserves requires the use of judgment and assumptions regarding the potential for losses on receivable balances.

  The Company's inventories are stated at the lower of cost determined on the first-in, first-out method or market. The Company uses certain estimates and judgments and considers several factors including product demand and changes in technology to provide for excess and obsolescence reserves to properly value inventory.


<PAGE>                              8


  The Company established a warranty reserve which provides for the estimated cost of product returns based upon historical experience and any known conditions or circumstances. Our warranty obligation is affected by product that does not meet specifications and performance requirements and any related costs of addressing such matters.

  The Company accounts for income taxes under FASB ASC 740-10. Deferred tax assets and liabilities are based on the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates which are anticipated to be in effect when these differences reverse. The deferred tax provision is the result of the net change in the deferred tax assets and liabilities. A valuation allowance is established when it is necessary to reduce deferred tax assets to amounts expected to be realized. The Company has provided a full valuation allowance against its deferred tax assets.

<PAGE>                               9


RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2012 vs. THREE MONTHS ENDED DECEMBER 31, 2011.

The following table sets forth the Company's net sales by major product group for the three months ended December 31, 2012 and 2011.

    Quarter ended     Quarter ended  
Product group     Dec. 31, 2012  
        Dec. 31, 2011
 
Microwave Filter (MFC):            
     RF/Microwave $ 324,127  
$
525,932  
     Cable TV   183,390     433,447  
     Satellite   243,130     331,354  
     Broadcast TV   18,627     25,128  
Niagara Scientific (NSI):   1,970     1,346  
             
Total $ 771,244  
$
1,317,207  
             
Sales backlog at December 31 $ 325,852  
$
303,666  

  Net sales for the three months ended December 31, 2012 equaled $771,244, a decrease of $545,963 or 41.4%, when compared to net sales of $1,317,207 for the three months ended December 31, 2011. The Company has been experiencing a slowdown in quote activity and orders which management attributes to the specific decrease in the economic activity in the military/aerospace sector and related national and international markets. It is believed that the documented general slowdown in business capital expenditures has exacerbated the turn down in MFC sales activity. Many of MFC products are utilized in capital projects such as new satellite communication systems and cable plant expansions. The Company is actively sourcing complimentary products to distribute to augment sales as well as additions to our traditional product lines.    

  MFC’s RF/Microwave product sales decreased $201,805 or 38.4% to $324,127 for the three months ended December 31, 2012 when compared to RF/Microwave product sales of $525,932 during the same period last year. MFC’s RF/Microwave products are sold primarily to Original Equipment Manufacturers that serve the mobile radio, commercial communications and defense electronics markets. The Company continues to invest in production engineering and infrastructure development to penetrate OEM market segments as they become popular. MFC is concentrating its technical resources and product development efforts toward potential high volume customers as part of a concentrated effort to provide substantial long-term growth. Sales to one OEM customer represented approximately 22% of total sales for the quarter ended December 31, 2012 compared to approximately 16% of total sales for the quarter ended December 31, 2011.

  MFC’s Cable TV product sales decreased $250,057 or 57.7% to $183,390 for the three months ended December 31, 2012 when compared to Cable TV product sales of $433,447 during the same period last year. Management has projected a decrease in demand for Cable TV products due to the shift from analog to digital television. Due to the inherent nature of digital modulation versus analog modulation, fewer filters will be required. The Company has developed filters for digital television and there will still be requirements for analog filters for limited applications in commercial and private cable systems.

<PAGE>                             10



  MFC’s Satellite product sales decreased $88,224 or 26.6% to $243,130 for the three months ended December 31, 2012 when compared to Satellite product sales of $331,354 during the same period last year. The decrease can be attributed to a decrease in demand for the Company’s filters which suppress strong out-of-band interference caused by military and civilian radar systems and other sources. Management attributes the decrease in sales to global economic conditions. Although economic conditions do impact sales, management expects demand for these types of filters to continue with the proliferation of earth stations world wide and increased sources of interference.

  MFC’s Broadcast TV/Wireless Cable product sales decreased $6,501 or 25.9% to $18,627 for the three months ended December 31, 2011 when compared to sales of $25,128 during the same period last year. The decrease can be attributed to a decrease in demand for UHF Broadcast products which are primarily sold to system integrators for rural communities.

  MFC's sales order backlog equaled $325,852 at December 31, 2012 compared to sales order backlog of $303,666 at December 31, 2011. However, backlog is not necessarily indicative of future sales. Accordingly, the Company does not believe that its backlog as of any particular date is representative of actual sales for any succeeding period. The total sales order backlog at December 31, 2012 is scheduled to ship by September 30, 2013.

  Gross profit for the three months ended December 31, 2012 equaled $203,200, a decrease of $300,012 or 59.6%, when compared to gross profit of $503,212 for the three months ended December 31, 2011. As a percentage of sales, gross profit decreased to 26.3% for the three months ended December 31, 2012 compared to 38.2% for the three months ended December 31, 2011.The decrease in gross profit can primarily be attributed to fixed manufacturing overhead costs and lower sales volume this year when compared to the same period last year. 

  Selling, general and administrative (SGA) expenses for the three months ended December 31, 2012 equaled $430,415, an increase of $8,445 or 2.0%, when compared to SGA expenses of $421,970 for the three months ended December 31, 2011. As a percentage of sales, SGA expenses increased to 55.8% for the three months ended December 31, 2012 when compared to 32.0% for the three months ended December 31, 2011 primarily due to the lower sales volume this year when compared to the same period last year.

  The Company recorded a loss from operations of $227,215 for the three months ended December 31, 2012 compared to income from operations of $81,242 for the three months ended December 31, 2011. The decrease in operating income can primarily be attributed to the lower sales volume this year when compared to the same period last year.

  Other income for the three months ended December 31, 2012 equaled $2,190, a decrease of $19,385, when compared to other income of $21,575 for the three months ended December 31, 2011. The decrease can be attributed to a $20,000 gain on the sale of a fixed asset during the quarter ended December 31, 2011.

  The provision (benefit) for income taxes equaled $0 for the three months ended December 31, 2012 and December 31, 2011. We have not recognized any provision for income taxes because taxable income was reduced by bonus tax basis depreciation and offset by a reduction in our deferred tax asset valuation reserve. Any benefit for losses has been subject to a valuation allowance since the realization of the deferred tax benefit is not considered more likely than not. As required by FASB ASC 740, the Company has determined that, at this time, it is more likely than not that the Company will not realize all of the benefits of federal and state deferred tax assets, and as a result, a valuation allowance was established.


<PAGE>                             11


Off-Balance Sheet Arrangements

  At December 31, 2012 and 2011, the Company did not have any unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which might have been established for the purpose of facilitating off-balance sheet arrangements.


LIQUIDITY and CAPITAL RESOURCES
       
  December 31, 2012 September 30, 2012  
       
Cash & cash equivalents $860,596 $1,023,017  
Working capital $1,292,195 $1,549,136  
Current ratio 4.37 to 1 5.10 to 1  
Long-term debt $0 $0  

  Cash and cash equivalents increased $162,421 to $860,596 at December 31, 2012 when compared to cash and cash equivalents of $1,023,017 at September 30, 2012. The decrease was a result of $89,168 in net cash used in operating activities and $73,253 in net cash used for capital expenditures.

  The net decrease in accounts receivable of $100,422 at December 31, 2012 when compared to September 30, 2012 can primarily be attributed to the lower shipments during the quarter ended December 31, 2012 when compared to the quarter ended September 30, 2012. Net sales for the quarter ended December 31, 2012 equaled $771,244 compared to net sales of $968,356 for the quarter ended September 30, 2012.

  The increase in inventories of $23,962 at December 31, 2012 when compared to September 30, 2012 can be attributed to the higher sales order backlog at December 31, 2012 when compared to September 30, 2012, our customer's scheduled delivery dates and the lower than expected sales volume during the quarter ended December 31, 2012. At December 31, 2012, the Company's total backlog of orders, which represents firm orders from customers, equaled $325,852 compared to $272,318 at September 30, 2012.
 
  The increase in accounts payable of $22,485 at December 31, 2012 when compared to September 30, 2012 can primarily be attributed to the higher inventories at December 31, 2012 when compared to September 30, 2012.

   At December 31, 2012, the Company had unused aggregate lines of credit totaling $750,000 collateralized by all inventory, equipment and accounts receivable.

  Management believes that its working capital requirements for the forseeable future will be met by its existing cash balances, future cash flows from operations and its current credit arrangements.

<PAGE>                             12


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995


  In an effort to provide investors a balanced view of the Company's current condition and future growth opportunities, this Quarterly Report on Form 10-Q includes comments by the Company's management about future performance. These statements which are not historical information are "forward-looking statements" pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These, and other forward-looking statements, are subject to business and economic risks and uncertainties that could cause actual results to differ materially from those discussed. These risks and uncertainties include, but are not limited to: risks associated with demand for and market acceptance of existing and newly developed products as to which the Company has made significant investments; general economic and industry conditions; slower than anticipated penetration into the satellite communications, mobile radio and commercial and defense electronics markets; competitive products and pricing pressures; increased pricing pressure from our customers; risks relating to governmental regulatory actions in broadcast, communications and defense programs; as well as other risks and uncertainties, including but not limited to those detailed from time to time in the Company's Securities and Exchange Commission filings. These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. You are encouraged to review Microwave Filter Company’s 2012 Annual Report and Form 10-K for the fiscal year ended September 30, 2012 and other Securities and Exchange Commission filings. Forward looking statements may be made directly in this document or “incorporated by reference” from other documents. You can find many of these statements by looking for words like “believes,” “expects,” “anticipates,” “estimates,” or similar expressions.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

  There has been no significant change in our exposures to market risk during the three months ended December 31, 2012. For a detailed discussion of market risk, see our Annual Report on Form 10-K for the fiscal year ended September 30, 2012, Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk.


<PAGE>                             13


ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

  This Quarterly Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm.

<PAGE>                             14


                     PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         The State of New York Workers’ Compensation Board has commenced an action   
         against Microwave Filter Company, Inc. to recover for an underfunded self
         insured program that Microwave Filter Company, Inc. participated in. Due
         to the relatively short period of time Microwave Filter Company, Inc.
         participated in the program and the limited amount of potential exposure,
         we do not expect the resolution of this action will have a material adverse
         effect on our financial condition, results of operations or cash flows. The
         Company has accrued $12,000 for this action in other current liabilities.

Item 1A. Risk Factors

         Not applicable.

Item 2.  Changes in Securities

         None during this reporting period.

Item 3.  Defaults Upon Senior Securities

         The Company has no senior securities.

Item 4.  Mine Safety Disclosures

         Not applicable.

Item 5.  Other Information

         None. 

Item 6.  Exhibits

         a.  Exhibits

            31.1  Section 13a-14(a)/15d-14(a) Certification of Carl F. Fahrenkrug
 
            31.2  Section 13a-14(a)/15d-14(a) Certification of Richard L. Jones

            32.1  Section 1350 Certification of Carl F. Fahrenkrug

            32.2  Section 1350 Certification of Richard L. Jones

 


<PAGE>                            15


    Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


                               MICROWAVE FILTER COMPANY, INC.


February 14, 2013             Carl F. Fahrenkrug
(Date)                              --------------------------
                                          Carl F. Fahrenkrug
                                          Chief Executive Officer

February 14, 2013               Richard L. Jones
(Date)                               --------------------------
                                            Richard L. Jones
                                           Chief Financial Officer







<PAGE>                             16