The Company’s reserve for obsolescence equaled $429,255$435,528 at June 30,December 31, 2016 and September 30, 2015.2016. The Company provides for a valuation reserve for certain inventory that is deemed to be obsolete, of excess quantity or otherwise impaired.

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 positionpositions 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

None.

Note 6. Fair Value of Financial Instruments

The carrying values of the CompanyCompany’s cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short maturity of those instruments. The carrying value of the Company’s note payable approximates its fair value.

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

Note 7. Significant Customers

Sales to one Original Equipment Manufacturer (“OEM”) customer represented approximately 28%43% of total sales for the ninethree months ended June 30,December 31, 2016 compared to approximately 34%30% of total sales for the ninethree months ended JuneDecember 31, 2015. This one customer has represented approximately 28%, 33%, and 25% of total sales for the fiscal years ending September 30, 2015.2016, 2015 and 2014, respectively. These sales are in connection with a multiyear program in which the Company is a subcontractor. A loss of this customer or programs related to this customer could materially impact the Company.

Note 8. Notes Payable

On July 2, 2013, Microwave Filterthe Company Inc. (the “Company”) entered into a Ten Year Term Loan with KeyBank National Association in the amount of Five Hundred Thousand and No/100 Dollars ($500,000.00). The amount of all advances outstanding together with accrued interest thereon shall be due and payable on July 2, 2023 (“Maturity”). The Company shall pay interest on the outstanding principal balance of this Note at the rate per annum equal to 4.5%. The net proceeds from the Term Loan will be available to provide working capital as needed. The total amount outstanding as of June 30,December 31, 2016 and September 30, 20152016 was $376,950$354,175 and $410,178,$365,650 respectively. Interest accrued as of June 30,December 31, 2016 and September 30, 20152016 was $1,320$1,283 and $1,436,$1,280 respectively.

The Company has secured this Note by: (a) a Mortgage, Assignment of Rents, Security Agreement and Fixture Filing which creates a 1^stlien on real property situated in the Town of Dewitt, County of Onondaga, and State of New York and known as 6743 Kinne Street, East Syracuse, New York; (b) a General Assignment of Rents and Leases; (c) an Environmental Compliance and Indemnification; and (d) such other security as may now or hereafter be given to Lender as collateral for the loan.

Note 9. Earnings Per Share

The Company presents basic earnings per share (“EPS”), computed based on the weighted average number of common shares outstanding for the period, and when applicable diluted EPS, which gives the effect to all dilutive potential shares outstanding (i.e. options) during the period after restatement for any stock dividends. There were no dividends declared during the quarters ended June 30,ending December 31, 2016 and 2015. Income (loss) used in the EPS calculation is net income (loss) for each period. There were no dilutive potential shares outstanding for the periods ended June 30,ending December 31, 2016 and 2015.

Note 10. Recent Accounting Pronouncements

None applicable.Management has reviewed the most recent accounting pronouncements issued by the various authoritative standard setting bodies:

Update 2015-11-Inventory (Topic 330): Simplifying the Measurement of Inventory,is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Under the new standard, businesses that use the first-in, first-out (FIFO) or average cost method are required to measure inventory at the lower of cost or net realizable value (“NRV”), as defined, instead of at the lower of cost or market value. Management feels the updated standard, to be adopted on a prospective basis, would not represent a material impact to the Company’s financial statements.

Update 2015-17- Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes addresses the requirement to reclassify all current deferred income tax assets and liabilities on the balance sheet as non-current assets and liabilities, and is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted. As explained in Note 4, the Company has provided a full valuation allowance against its deferred tax assets, and thus there will be no impact from the adoption of this updated standard in the current year or on the balance sheet of any of the periods presented.

Update 2015-14-Revenue from Contracts with Customers (Topic 606): affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance is applicable to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Management plans to evaluate the applicability and impact of the adoption of this standards update over the coming year.

MICROWAVE FILTER COMPANY, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Overview

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 condensed 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, warranty reserves and taxes. Note 1 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 20152016 describes the significant accounting policies used in preparation of the condensed 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 condensed 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.

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. OurThe warranty obligation is affected by product that does not meet specifications and performance requirements and any related costs of addressing such matters. Products must be returned within one year of the date of purchase.

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.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30,DECEMBER 31, 2016 vs. THREE MONTHS ENDED JUNE 30,DECEMBER 31, 2015

The following table sets forth the Company’s net sales by major product group for the three months ended June 30,December 31, 2016 and 2015.

Net sales for the three months ended June 30,December 31, 2016 equaled $928,636,$779,374, an increase of $65,264$11,827 or 7.6%1.5%, when compared to net sales of $863,372$767,547 for the three months ended June 30,December 31, 2015. The increase can be attributed to increases in sales of the Company’s Satellite and Broadcast TV products with a number of these products sold internationally. International sales equaled $264,720 during the three months ended June 30, 2016 compared to $88,704 during the same period last year.

MFC’s Satellite product sales increased $87,532 or 39.3% to $310,059 for the three months ended June 30, 2016 when compared to Satellite product sales of $222,527 during the same period last year. The increase can be attributed to an increase in demand for the Company’s filters which suppress strong out-of-band interference caused by military and civilian radar systems and other sources.Although economic conditions do impact sales, management expects demand for these types of filters to continue with the proliferation of earth stations worldwide and increased sources of interference.

MFC’s Broadcast TV/Wireless Cable product sales increased $39,664 to $71,837 for the three months ended June 30, 2016 when compared to sales of $32,173 during the same period last year. The increase can primarily be attributed to the sales of recently developed wireless diplexers whose primary function is to isolate the transmit and receive frequencies that share a common antenna.

MFC’s RF/Microwave product sales decreased $26,657increased $119,348 or 5.7%36.2% to $445,105$449,044 for the three months ended June 30,December 31, 2016 when compared to RF/Microwave product sales of $471,762$329,696 during the same period last year. The Company’sMFC’s RF/Microwave products are sold primarily to the U.S. Government and Original Equipment Manufacturers (OEM) that serve the mobile radio, commercial communications and defense electronics markets. Sales to one OEM customer increased $103,435 to $332,805 or approximately 43% of total sales for the three months ended December 31, 2016 compared to sales of $229,370 or approximately 30% of total sales for the three months ended December 31, 2015. These sales are in connection with a multiyear program in which the Company is a subcontractor. 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. SalesOver the last year, MFC, in conjunction with various OEM’s, has developed and supplied prototypes as well as small production runs in support of new programs being introduced to one OEM customer equaled $208,690the marketplace. It is our belief that a continuation of this effort will help increase sales as well as reinforcing MFC’s position as a quality manufacturer of RF filters and assemblies.

MFC’s Satellite product sales decreased $88,006 or approximately 22% of total sales35.1% to $162,437 for the three months ended June 30,December 31, 2016 when compared to $330,815 or approximately 38%Satellite product sales of total$250,443 during the same period last year. The decrease in sales can be attributed to a decrease in demand for the three months ended June 30, 2015.Company’s filters which suppress strong out-of-band interference caused by military and civilian radar systems and other sources. 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 Cable TV product sales decreased $34,270increased $28,560 or 25.4%30.0% to $100,663$123,602 for the three months ended June 30,December 31, 2016 when compared to Cable TV product sales of $134,933$95,042 during the same period last year. Management continues to project flat or 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.

MFC’s Broadcast TV/Wireless Cable product sales decreased $47,317 or 52.4% to $42,905 for the three months ended December 31, 2016 when compared to sales of $90,222 during the same period last year. The decrease in sales can primarily be attributed to a decrease in sales of wireless diplexers which were sold to one international customer last year.

The Company’s international sales decreased $133,240 or 70.0% to $56,970 for the three months ended December 31, 2016 when compared to international sales of $190,210 during the same period last year. The decrease in international sales can primarily be attributed to a decrease in sales of the Company’s filters which suppress strong out-of-band interference caused by military and civilian radar systems and other sources and a decrease in sales of the Company’s wireless diplexers.

MFC’s sales order backlog equaled $521,254$709,156 at June 30,December 31, 2016 compared to sales order backlog of $742,052$880,669 at June 30,December 31, 2015. 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. Approximately 63%87% of the total sales order backlog at June 30,December 31, 2016 is scheduled to ship by September 30, 2016.2017.

Gross profit for the three months ended June 30,December 31, 2016 equaled $342,381, an increase$249,101, a decrease of $49,922$9,704 or 17.1%3.7%, when compared to gross profit of $292,459$258,805 for the three months ended June 30,December 31, 2015. As a percentage of sales, gross profit equaled 32.0% for the three months ended December 31, 2016 compared to 33.7% for the three months ended December 31, 2015. The increasedecrease in gross profit as a percentage of sales can primarily be attributed to the higher sales volume this year providing a higher base to absorb overhead expenses and lower direct material costs and higher direct labor costs as a percentage of sales primarily due to product sales mix. As a percentage of sales, gross profit equaled 36.9% for the three months ended June 30, 2016 compared to 33.9% for the three months ended June 30, 2015.

Selling, general and administrative (SGA) expenses for the three months ended June 30,December 31, 2016 equaled $317,817,$338,751, a decrease of $35,106$20,413 or 9.9%5.7%, when compared to SGA expenses of $352,923$359,164 for the three months ended June 30,December 31, 2015. The decrease can primarily be attributed to lower payroll and payroll related expenses this year when compared to the same period last year. The decrease can partially be attributedprimarily due to the retirement of the Company’s CEO in January 2016. The Company also participates in the New York State Shared Work program which allows employers to reduce the hours of all or a particular group of employees. The employees whose hours are reduced can receive partial unemployment insurance benefits or elect to use accrued vacation. As a percentage of sales, SGA expenses decreased to 34.2%43.5% for the three months ended June 30,December 31, 2016 when compared to 40.9%46.8% for the three months ended June 30,December 31, 2015 primarily due to both the higher sales volumelower expenses this year andwhen compared to the lower SGA expenses.same period last year.

The Company recorded incomea loss from operations of $24,564$89,650 for the three months ended June 30,December 31, 2016 compared to a loss from operations of $60,464$100,359 for the three months ended June 30,December 31, 2015. The improvement can primarily be attributed to the higher sales volume, higher gross profit as a percentage of sales and the lower SGA expenses this year when compared to the same period last year.

Other income (expense) was an expense of $2,145$3,549 for the three months ended June 30,December 31, 2016 compared to an expense of $2,959$2,992 for the for the three months ended June 30,December 31, 2015 primarily due to interest expense of $4,333 and $4,832$4,120 offset by miscellaneous non-operating income of $571 for the three months ended June 30,December 31, 2016 and 2015, respectively. Otherinterest expense of $4,636 offset by miscellaneous non-operating income of $1,644 for the three months ended December 31, 2015. Miscellaneous non-operating income generally consists of sales of scrap material and the forfeiture of non-refundable deposits and other incidental items.

The (benefit) provision for income taxes equaled $0 for the three months ended June 30,December 31, 2016 and June 30,December 31, 2015. We have not recognized any (benefit) provision for income taxes. 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, (Prior Authoritative Literature: SFAS 109, Accounting for Income Taxes), the Company has evaluated the positive and negative evidence bearing upon the realization of its deferred tax assets. 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.

NINE MONTHS ENDED JUNE 30, 2016 vs. NINE MONTHS ENDED JUNE 30, 2015

The following table sets forth the Company’s net sales by major product group for the nine months ended June 30, 2016 and 2015.

Net sales for the nine months ended June 30, 2016 equaled $2,802,036, an increase of $249,304 or 9.8%, when compared to net sales of $2,552,732 for the nine months ended June 30, 2015. The increase in sales can primarily be attributed to increases in sales of the Company’s Satellite and Broadcast TV products with a number of these products sold internationally. International sales equaled $634,232 during the nine months ended June 30, 2016 compared to $275,306 during the same period last year.

MFC’s Satellite product sales increased $150,572 or 20.5% to $883,521 for the nine months ended June 30, 2016 when compared to satellite product sales of $732,949 during the same period last year. The increase can be attributed to an increase in demand for the Company’s filters which suppress strong out-of-band interference caused by military and civilian radar systems and other sources. Although economic conditions do impact sales, management expects demand for these types of filters to continue with the proliferation of earth stations worldwide and increased sources of interference.

MFC’s Broadcast TV/Wireless Cable product sales increased $136,649 or 122.3% to $248,354 for the nine months ended June 30, 2016 when compared to sales of $111,705 during the same period last year. The increase can primarily be attributed to the sales of recently developed wireless diplexers whose primary function is to isolate the transmit and receive frequencies that share a common antenna.

MFC’s RF/Microwave product sales decreased $93,847 or 7.0% to $1,245,162 for the nine months ended June 30, 2016 when compared to RF/Microwave product sales of $1,339,009 during the same period last year. MFC’s RF/Microwave products are sold primarily to the U.S. Government and OEMs 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 equaled $785,240 or approximately 28% of total sales for the nine months ended June 30, 2016 compared to $858,752 or approximately 34% of total sales for the nine months ended June 30, 2015.

MFC’s Cable TV product sales increased $55,073 or 15.2% to $417,140 for the nine months ended June 30, 2016 when compared to Cable TV product sales of $362,067 during the same period last year. The increase in sales can be attributed to orders from two customers with specific cable applications. Management continues to project flat or 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.

MFC’s sales order backlog equaled $521,254 at June 30, 2016 compared to sales order backlog of $742,052 at June 30, 2015. 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. Approximately 63% of the total sales order backlog at June 30, 2016 is scheduled to ship by September 30, 2016.

Gross profit for the nine months ended June 30, 2016 equaled $1,053,388, an increase of $140,328 or 15.4%, when compared to gross profit of $913,060 for the nine months ended June 30, 2015. As a percentage of sales, gross profit equaled 37.6% for the nine months ended June 30, 2016 compared to 35.8% for the nine months ended June 30, 2015. The increases in gross profit can primarily be attributed to the higher sales volume this year when compared to the same period last year providing a higher base to absorb overhead expenses.

Selling, general and administrative (SGA) expenses for the nine months ended June 30, 2016 equaled $1,029,338, a decrease of $113,926 or 10.0%, when compared to SG&A expenses of $1,143,264 for the nine months ended June 30, 2015. The decrease can primarily be attributed to lower payroll and payroll related expenses when compared to the same period last year. The decrease can partially be attributed to the retirement of the Company’s CEO in January 2016. The Company also participates in the New York State Shared Work program which allows employers to reduce the hours of all or a particular group of employees. The employees whose hours are reduced can receive partial unemployment insurance benefits or elect to use accrued vacation. As a percentage of sales, SGA expenses decreased to 36.7% for the nine months ended June 30, 2016 compared to 44.8% for the nine months ended June 30, 2015 due to both the lower SGA expenses and the higher sales volume this year when compared to the same period last year.

The Company recorded income from operations of $24,050 for the nine months ended June 30, 2016 compared to a loss from operations of $230,204 for the nine months ended June 30, 2015. The increase in operating income can primarily be attributed to the higher sales volume and the lower SGA expenses this year when compared to the same period last year.

The (benefit) provision for income taxes equaled a benefit of $3,000 for the nine months ended June 30, 2016 and a benefit of $2,068 for the nine months ended June 30, 2015. The benefit for both fiscal years can be attributed to a prior year’s federal refund. 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 (Prior Authoritative Literature: SFAS 109, Accounting for Income Taxes), the Company has evaluated the positive and negative evidence bearing upon the realization of its deferred tax assets. 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.

Off-Balance Sheet Arrangements

At June 30,December 31, 2016 and 2015, 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

MFC defines liquidity as the ability to generate adequate funds to meet its operating and capital needs. The Company’s primary source of liquidity has been funds provided by operations.

Cash and cash equivalents increased $31,869$8,672 to $928,536$931,789 at June 30,December 31, 2016 when compared to cash and cash equivalents of $896,667$923,117 at September 30, 2015.2016. The increase was a result of $77,036$61,783 in net cash provided by operating activities, $11,704$41,636 in net cash used for capital expenditures $33,228and $11,475 in net cash used for repayment of a note payable and $235 in net cash used to purchase treasury stock.payable.

The $77,036 in netNet cash provided by operating activities can fluctuate between periods as a result of differences in net income, the timing of the collection of accounts receivable, purchase of inventory and payment of accounts payable. The decrease of $99,339 in accounts receivable at December 31, 2016 when compared to September 30, 2016 can primarily be attributed to net incomethe timing of $18,821shipments and depreciation expense of $70,918.collections.

On July 2, 2013, Microwave Filterthe Company Inc. (the “Company”) entered into a Ten Year Term Loan with KeyBank National Association in the amount of Five Hundred Thousand and No/100 Dollars ($500,000.00). The amount of all advances outstanding together with accrued interest thereon shall be due and payable on July 2, 2023 (“Maturity”). The Company shall pay interest on the outstanding principal balance of this Note at the rate per annum equal to 4.5%. The net proceeds from the Term Loan will be available to provide working capital as needed.

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

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 20152016 Annual Report and Form 10-K for the fiscal year ended September 30, 20152016 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

As a “smaller reporting company”‘ we are not required to provide information required by this item.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Management’s responsibility includes establishing and maintaining adequate internal control over financial reporting. 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.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

a. Exhibits

31.1 Section 13a-14(a)/15d-14(a) Certification of Paul W. Mears

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

32.1 Section 1350 Certification of Paul W. Mears and Richard L. Jones

Signatures

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.