Microwave Filter Co., Inc.
Annual Report 2022

Plain-text annual report

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines Microwave Filter Company Inc., 6743 Kinne Street, East Syracuse, New York 13057 315-438-4700 www.microwavefilter.com dick-j@microwavefilter.com 3663 Annual Report For the Period Ending: 9/30/2022 (the “Reporting Period”) As of 9/30/2022 the number of shares outstanding of our Common Stock was: 2,577,512. As of 06/30/2022, the number of shares outstanding of our Common Stock was: 2,577,512. As of 09/30/2021, the number of shares outstanding of our Common Stock was: 2,577,531. Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934): Yes: ☐ No: ☒ Indicate by check mark whether the company’s shell status has changed since the previous reporting period: Yes: ☐ No: ☒ Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period: Yes: ☐ No: ☒ 1 “Change in Control” shall mean any events resulting in: (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or (iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation. OTC Markets Group Inc. OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) Page 1 of 32 1) Name and address(es) of the issuer and its predecessors (if any) In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes. Microwave Filter Company, Inc. The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer’s current standing in its state of incorporation (e.g. active, default, inactive): New York Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception: None List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months: None The address(es) of the issuer’s principal executive office: 6743 Kinne Street, East Syracuse, New York 13057 The address(es) of the issuer’s principal place of business: Check box if principal executive office and principal place of business are the same address: ☒ Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years? Yes: ☐ No: ☒ If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below: 2) Security Information Trading symbol: Exact title and class of securities outstanding: Common CUSIP: Par or stated value: 595176108 $.10 mfco Total shares authorized: Total shares outstanding: 5,000,000 as of date: 9/30/2022 2,577,512 as of date 9/30/2022 OTC Markets Group Inc. OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) Page 2 of 32 Number of shares in the Public Float2: 2484858 as of date: 9/30/2022 Total number of shareholders of record: 435 as of date: 9/30/2022 All additional class(es) of publicly traded securities (if any): Trading symbol: Exact title and class of securities outstanding: CUSIP: Par or stated value: Total shares authorized: Total shares outstanding: Transfer Agent as of date: as of date: Name: Microwave Filter Company, Inc. Phone: Email: Address: 6743 Kinne Street, East Syracuse, New York 13057 315-438-4758 dick-j@microwavefilter.com Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒ No: ☐ 3) Issuance History The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer’s securities in the past two completed fiscal years and any subsequent interim period. Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events. A. Changes to the Number of Outstanding Shares Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐ Shares Outstanding as of Second Most Recent Fiscal Year End: Opening Balance Date 09/30/2020 Common: 2578630 Date of Transaction Preferred: Transaction type (e.g. new issuance, cancellation, shares Number of Shares Issued (or cancelled) *Right-click the rows below and select “Insert” to add rows as needed. Class of Securities Value of shares issued ($/per Were the shares issued at a discount to market Individual/ Entity Shares were issued to (entities must have individual Reason for share issuance (e.g. for cash or debt conversion) -OR- Restricted or Unrestricted as of this filing. Exemption or Registration Type. 2 “Public Float” shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a “control person”), or any affiliates thereof, or any immediate family members of officers, directors and control persons. 3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act. OTC Markets Group Inc. OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) Page 3 of 32 12/17/2020 returned to treasury) returned to treasury returned to treasury returned to treasury returned to treasury returned to treasury share) at Issuance price at the time of issuance? (Yes/No) with voting / investment control disclosed). Nature of Services Provided 874 common N/A common N/A common common common N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Unrestricted N/A Unrestricted N/A Unrestricted N/A Unrestricted N/A Unrestricted N/A Shares Outstanding on Date of This Report: Ending Balance: Ending Balance Date 09/30/2022 Common: 2577512 Preferred: Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended June 30, 2021, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2019 through June 30, 2021 pursuant to the tabular format above. Use the space below to provide any additional details, including footnotes to the table above: B. Debt Securities, Including Promissory and Convertible Notes Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer’s equity securities. Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☒ Date of Note Issuance Outstanding Balance ($) Principal Amount at Issuance ($) Interest Accrued ($) Maturity Date Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares) Name of Noteholder (entities must have individual with voting / investment control disclosed). Reason for Issuance (e.g. Loan, Services, etc.) OTC Markets Group Inc. OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) Page 4 of 32 Use the space below to provide any additional details, including footnotes to the table above: 4) Financial Statements A. The following financial statements were prepared in accordance with: ☒ U.S. GAAP ☐ IFRS B. The financial statements for this reporting period were prepared by (name of individual)4: Name: Title: Relationship to Issuer: Richard Jones Chief Financial Officer Chief Financial Officer Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods. C. D. E. F. G. H. Balance Sheet; Statement of Income; Statement of Cash Flows; Statement of Retained Earnings (Statement of Changes in Stockholders’ Equity) Financial notes; and Audit letter, if audited You may either (i) attach/append the financial statements to this disclosure statement or (ii) file the financial statements through OTCIQ as a separate report using the appropriate report name for the applicable period end. (“Annual Report,” “Quarterly Report” or “Interim Report”). If you choose to publish the financial statements in a separate report as described above, you must state in the accompanying disclosure statement that such financial statements are incorporated by reference. You may reference the document(s) containing the required financial statements by indicating the document name, period end date, and the date that it was posted to OTCIQ in the field below. Financial Statements must be compiled in one document. 4 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills. OTC Markets Group Inc. OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) Page 5 of 35 Financial statement information is considered current until the due date for the subsequent report (as set forth in the qualifications section above). To remain qualified for Current Information, a company must post its Annual Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of each fiscal quarter-end date. 5) Issuer’s Business, Products and Services The purpose of this section is to provide a clear description of the issuer’s current operations. In answering this item, please include the following: A. Summarize the issuer’s business operations (If the issuer does not have current operations, state “no operations”) Established in 1967 in East Syracuse, New York, MFC occupies a modern 40,000 square foot facility with an impressive complement of analytical and design software, test instrumentation, prototype and manufacturing equipment to create passive filters, components and sub systems in the frequency range of 10 MHz to 50 GHz. MFC manufactures radio frequency (RF) filters and related components for eliminating interference and facilitating signal processes for such markets as Cable Television, Broadcast, Commercial and Military Communications, Avionics, Radar, Navigation and Defense. The Company designs waveguide, stripline/microstrip, transmission line, miniature/subminiature and lumped constant filters. Configurations include bandpass, highpass, lowpass, bandstop, multiplexers, tunable notch, tunable bandpass, high power filters, amplitude equalized, delay equalized and filter networks. The Company actively produces over 1,700 standard products and has designed more than 5,000 custom products for specialized applications. The manufacturing facility includes a modern CAD system, a test department with automated network analyzers to 50 GHz, a high capacity conveyor soldering oven and a fully compliant finishing operation. The Company’s Quality Management System has been ISO 9001:2015 recognizing the Company as a quality vendor. Efficient Computer simulation, design and analysis software enhanced by proprietary MFC developed software, allow rapid and accurate filter development at reasonable cost. Automated network analyzers provide rigorous product testing and performance data storage on a serial number basis in most cases. A network based CAD system allows the transfer of data and programs to the CNC turning and milling centers for fabrication of machined parts. Prototype PC boards are similarly produced by computer controlled PC board mills. A Grieve high capacity conveyor soldering oven is used for production of large quantity assemblies while smaller production quantities are assembled at hand soldering or brazing stations. B. Please list any subsidiaries, parents, or affiliated companies. Niagara Scientific, Inc. - Wholly owned subsidiary C. Describe the issuers’ principal products or services. MFC manufactures radio frequency (RF) filters and related components for eliminating interference and facilitating signal processing for such markets as Cable Television, Broadcast, Commercial and Military Communications, Avionics, Radar, Navigation and Defense. The Company designs waveguide, stripline/ microstrip, transmission line, miniature/subminiature and lumped constant filters. Configurations include bandpass, highpass, lowpass, bandstop, multiplexers, tunable notch, tunable bandpass, high power filters, amplitude equalized, delay equalized and filter networks. The Company actively produces over 1,700 standard products and has designed more than 5,000 custom products for specialized applications OTC Markets Group Inc. OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) Page 28 of 32 6) Issuer’s Facilities The goal of this section is to provide a potential investor with a clear understanding of all assets, properties or facilities owned, used or leased by the issuer and the extent in which the facilities are utilized. In responding to this item, please clearly describe the assets, properties or facilities of the issuer, give the location of the principal plants and other property of the issuer and describe the condition of the properties. If the issuer does not have complete ownership or control of the property (for example, if others also own the property or if there is a mortgage on the property), describe the limitations on the ownership. If the issuer leases any assets, properties or facilities, clearly describe them as above and the terms of their leases. 7) Company Insiders (Officers, Directors, and Control Persons) The goal of this section is to provide an investor with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant or beneficial shareholders. Using the tabular format below, please provide information, as of the period end date of this report, regarding any person or entity owning 5% of more of any class of the issuer’s securities, as well as any officer, and any director of the company, or any person that performs a similar function, regardless of the number of shares they own. If any insiders listed are corporate shareholders or entities, provide the name and address of the person(s) beneficially owning or controlling such corporate shareholders, or the name and contact information (City, State) of an individual representing the corporation or entity in the note section. Name of Officer/Director or Control Person Affiliation with Company (e.g. Officer Title /Director/Owner of more than 5%) Carl F Fahrenkrug , Jr. Chief Executive Officer Residential Address (City / State Only) Number of shares owned Share type/class Manlius, NY 19,246 Common Note Ownership Percentage of Class Outstanding Less than 1% Richard Jones Chief Financial Officer Fayetteville, Ny Samuel Fanizzi Vice President Marketing North Syracuse, NY Robert Paul Vice President Engineering Syracuse, NY Daniel Herrmann Director Marcy, NY 0 0 0 Carl F. Fahrenkrug, Sr. Director Manlius, NY 72,298 Common 2.8% OTC Markets Group Inc. OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) Page 29 of 32 Sidney Chong Director Syracuse, NY James Gascon Director Syracuse, NY 0 0 John Kennedy Director Syracuse, NY 1,000 Common Less than 1% Thomas Quartier Director Syracuse, NY Irene Scruton Director Syracuse, NY Anne Tindall Director Syracuse, NY 0 0 0 8) Legal/Disciplinary History A. Please identify whether any of the persons or entities listed above have, in the past 10 years, been the subject of: 1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses); None 2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities; None 3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or None 4. The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or otherwise limited such person’s involvement in any type of business or securities activities. None B. Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities. None 9) Third Party Providers OTC Markets Group Inc. OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) Page 30 of 32 Please provide the name, address, telephone number and email address of each of the following outside providers: Securities Counsel Name: Firm: Address 1: Address 2: Phone: Email: Accountant or Auditor Name: Firm: Address 1: Address 2: Phone: Email: Investor Relations Name: Firm: Address 1: Address 2: Phone: Email: James Gascon Costello & Fearon, PLLC 211 West Jefferson Street Syracuse, New York 13202 315-422-1152 jjg@ccf-law.com Victor Vaccaro Dannible & McKee, LLP 221 South Warren Street Syracuse, New York 13202 315-472-9127 vvaccaro@dmpas.com Richard Jones Microwave Filter Company, Inc. 6743 Kinne Street East Syracuse, New York 13057 315-438-4758 dick-j@microwavefilter.com Other Service Providers Provide the name of any other service provider(s) that that assisted, advised, prepared or provided information with respect to this disclosure statement. This includes counsel, broker-dealer(s), advisor(s) or consultant(s) or provided assistance or services to the issuer during the reporting period. Name: Firm: Nature of Services: Address 1: Address 2: Phone: Email: OTC Markets Group Inc. OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) Page 31 of 32 10) Issuer Certification Principal Executive Officer: The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles but having the same responsibilities) in each Quarterly Report or Annual Report. The certifications shall follow the format below: I, Carl Fahrenkrug Jr certify that: 1. I have reviewed this September 30, 2022 annual report of Microwave Filter Company, Inc.; 2. Based on my knowledge, this disclosure statement 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 disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. 12/23/2022 /s/ Carl Fahrenkrug Jr Principal Financial Officer: I, Richard Jones, certify that: 1. I have reviewed this September 30, 2022 annual report of Microwave Filter Company, Inc.; 2. Based on my knowledge, this disclosure statement 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 disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. 12/23/2022 /s/ Richard Jones OTC Markets Group Inc. OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) Page 32 of 32 

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