March 28, 2005
United States Securities and Exchange Commission
Washington, D.C. 20549
Attention: Mr. Kevin Vaughn, Staff accountant
Division of Corporation Finance
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
Filed February 9, 2005
File No. 000-10976
Dear Mr. Vaughn:
Below, please find the certifications which were inadvertently omitted from
our Form 10-K/A for the fiscal year ended September 30, 2004 filed on March 8,
2005 and our Form 10-Q/A for the fiscal quarter ended December 31, 2004 filed
on March 8, 2005. We will amend our filings to include the appropriate
certifications.
Form 10-K/A:
Exhibit 31.1
CERTIFICATION
I, Carl F. Fahrenkrug, Chief Executive Officer of Microwave Filter Company,
Inc. certify that:
1. I have reviewed this Form 10-K/A of Microwave Filter Company, Inc.;
2. Based on my knowledge, this annual report on Form 10-K/A does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this annual report on Form 10-K/A;
3. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we
have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
annual report on Form 10-K/A is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) disclosed in this annual report on Form 10-K/A any change in the
registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
4. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal control
over financial reporting.
Date: March 28, 2005 /s/ Carl F. Fahrenkrug
Carl F. Fahrenkrug
Exhibit 31.2
CERTIFICATION
I, Richard L. Jones, Chief Financial Officer of Microwave Filter Company, Inc.
certify that:
1. I have reviewed this Form 10-K/A of Microwave Filter Company, Inc.;
2. Based on my knowledge, this annual report on Form 10-K/A does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this annual report on Form 10-K/A;
3. The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
annual report on Form 10-K/A is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) disclosed in this annual report on Form 10-K/A any change in the
registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
4. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal control
over financial reporting.
Date: March 28, 2005 /s/ Richard L. Jones
Richard L. Jones
Form 10-Q/A:
Exhibit 31.1
CERTIFICATION
I, Carl F. Fahrenkrug, Chief Executive Officer of Microwave Filter Company,
Inc. certify that:
1. I have reviewed this Form 10-Q/A of Microwave Filter Company, Inc.;
2. Based on my knowledge, this quarterly report on Form 10-Q/A does not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this quarterly report on Form 10-Q/A;
3. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we
have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which
this quarterly report on Form 10-Q/A is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) disclosed in this quarterly report on Form 10-Q/A any change in the
registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
4. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal control
over financial reporting.
Date: March 28, 2005 /s/ Carl F. Fahrenkrug
Carl F. Fahrenkrug
Exhibit 31.2
CERTIFICATION
I, Richard L. Jones, Chief Financial Officer of Microwave Filter Company, Inc.
certify that:
1. I have reviewed this Form 10-Q/A of Microwave Filter Company, Inc.;
2. Based on my knowledge, this quarterly report on Form 10-Q/A does not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this quarterly report on Form 10-Q/A;
3. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we
have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
quarterly report on Form 10-Q/A is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) disclosed in this quarterly report on Form 10-Q/A any change in the
registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
4. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal control
over financial reporting.
Date: March 28, 2005 /s/ Richard L. Jones
Richard L. Jones
If you have any remaining comments or questions, please let me know. My phone
number is (315) 438-4758.
We acknowledge Microwave Filter Company, Inc. is responsible for the adequacy
and accuracy of the disclosure in our filings.
We also acknowledge that 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 that
Microwave Filter 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.
Thank you for your cooperation.
Sincerely,
/s/ Richard Jones
Richard Jones
Chief Financial Officer
Microwave Filter Company, Inc.