Mail Stop 0306
March 3, 2005
Via Facsimile and U.S. Mail
Richard L. Jones
Chief Financial Officer
Microwave Filter Company, Inc.
6743 Kinne Street
East Syracuse, NY 13057
Re: Microwave Filter Company, Inc.
Form 10-K for the fiscal year ended September 30, 2004
Filed December 23, 2004
Form 10-Q for the fiscal quarter ended December 31, 2004
File No. 000-10976
Dear Mr. Jones:
We have reviewed your response dated March 2, 2005 and have
the
following additional comments. Where indicated, we think you
should
revise your documents in response to these comments. If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. After reviewing this information,
we
may or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comment or on any other
aspects
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Please file your response to our letter dated February 28, 2005
on
EDGAR as correspondence. Include your proposed revised language.
Form 10-K as of September 30, 2004
Item 9A. Controls and Procedures - Page 21
We note your proposed revised language, and we have the following
comments:
2. We note that your chief executive officer and chief financial
officer have concluded that the Company`s disclosure controls and
procedures are "operating in an effective manner." It does not
appear that your certifying officers have reached a conclusion
that
your disclosure controls and procedures are effective. Please
revise
to address your officers` conclusions regarding the effectiveness
of
your disclosure controls and procedures. Please note this comment
also applies to your Form 10-Q as of December 31, 2004.
3. We note your disclosure that "the Company`s chief executive
officer and chief financial officer have concluded that the
Company`s
disclosure controls and procedures are designed to ensure that
information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods
specified
in the SEC`s rules and forms and are operating in an effective
manner." The language that is currently included prior to your
conclusion that your disclosure controls and procedures are
operating
in an effective manner appears to be superfluous, since the
meaning
of "disclosure controls and procedures" is established by Rule
13a-
15(e) of the Exchange Act. However, if you do not wish to
eliminate
this language, please revise to clarify, if true, that your
officers
have also concluded that your disclosure controls and procedures
are
effective to ensure that information required to be disclosed in
the
reports that you file or submit under the Exchange Act is
accumulated
and communicated to your management, including your chief
executive
officer and chief financial officer, to allow timely decisions
regarding required disclosure. Refer to Rule 13a-15(e) of the
Exchange Act. Please note this comment also applies to your Form
10-
Q as of December 31, 2004.
4. We note that within your changes in internal controls paragraph
that you state that "during the period covered by this Annual
Report
on Form 10-K, there were no changes in the Company`s internal
control
over financial reporting..." However, you do not indicate if
there
were any changes to your internal controls over financial
reporting
that occurred with your evaluation during your fourth fiscal
quarter.
Please revise to also disclose if you had any changes occur in
your
internal controls over financial reporting that occurred during
your
fourth fiscal quarter of 2004. Refer to Item 308(c) of Regulation
S-
B.
* * * * * * * *
As appropriate, please amend your September 30, 2004 Form
10-K
and your December 31, 2004 Form 10-Q and respond to these comments
within 10 business days or tell us when you will provide us with a
response. You may wish to provide us with marked copies of the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information. Detailed cover letters
greatly facilitate our review. Please file your cover letter on
EDGAR. Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Kevin Vaughn, Staff Accountant, at (202)
824-
5387 or me at (202) 942-2861 if you have questions regarding these
comments. In this regard, do not hesitate to contact Daniel
Gordon,
the Branch Chief, at (202) 942-2813.
Sincerely,
Kate Tillan
Reviewing Accountant
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Mr. Richard Jones
Microwave Filter Company, Inc.
March 3, 2005
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