MFCO Microwave Filter Company Inc (PK)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549

FORM 10-K

(Mark one)

_X_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended_______September 30, 2008_____________________________
OR
__TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from____________to___________________________________

Commission file number__________________0-10976________________________________

______________________Microwave Filter Company, Inc____________________________
(Exact name of registrant as specified in its charter)

__________New York__________________________16-0928443_________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)

incorporation or organization)
_____6743 Kinne Street, East Syracuse, NY________13057________________________
(Address of principal executive offices) (Zip code)

Registrant's telephone number including area code____(315) 438-4700_____________

Securities registered pursuant to Section 12(b) of the Act:_____None____________

Securities registered pursuant to Section 12(g) of the Act:

____________________Common stock, par value $.10 per share_________________
Title of class

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. YES ______ NO ___X___

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. YES ______ NO ___X___

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. __

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__

The aggregate market value of the voting stock held by non-affiliates of the registrant, based on the closing price of the common stock on December 1, 2008, was approximately $1,395,806.

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

Shares of common stock outstanding at December 1, 2008: 2,648,451

DOCUMENTS INCORPORATED BY REFERENCE

Part III: Portions of the Definitive Proxy Statement to be filed with the

Securities and Exchange Commission in connection with the solicitation of proxies for the Company's 2009 Annual Meeting of Shareholders are incorporated by reference into Part III. (With the exception of those portions which are specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed or incorporated by reference as part of this report.)

PART I

ITEM 1. BUSINESS.

On July 1, 1990, MFC acquired Niagara Scientific, Inc. (hereinafter referred to as NSI.)

MFC and its subsidiaries are sometimes referred to collectively as the "Company."

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 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.

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 certified ISO 9001:2000 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.

ISO 9001:2000 contract and design review procedures coupled with a QA department that is compliant with MIL-I-45208 inspection systems and MIL-STD- 45622 calibration system standards assures process and product integrity. A certified staff instructor regularly trains associates to MIL-STD-2000A (now superceded by J-STD-001.)

Other in-house testing facilities include three environmental chambers capable of testing products for temperatures of -40 to 200 degrees Celsius and humidity up to 100 percent. Several high power amplifiers are available for power tests up to 2500 watts at 220 MHz and 100 watts at 1,000 MHz. An automated in-house anechoic chamber provides antenna pattern measurement capability in the 2 to 8 GHz frequency range. Facilities are also available for salt spray, sand and dust, shock and vibration, RFI leakage and altitude testing.

Cable Television (CATV) - MFC serves this market principally with three product groups. One popular area includes standard and custom filters used at the headend to process signals and remove interference. A very popular application involves removing or re-routing TV channels to organize programming line-ups.

A family of trap filters, "Fastrap," is used by cable operators to restrict or permit the viewing of pay per view or other premium programming. The traps can be ordered in small and large quantities, are 100% inspected and delivered overnight.

Since all cable operators initially receive programming via satellite, products from our satellite market cross over into the cable television market. C-band satellite receive systems are prone to various types of terrestrial interference which are curable in many cases by applying MFC bandpass filters.

The CATV marketplace is changing due to the transition from analog to digital television. Digital Televison (DTV) is a new type of broadcasting technology that will transform television viewing. DTV enables broadcasters to offer television with movie-quality picture and sound. It also offers greater multicasting and interactive capabilities. DTV is a more flexible and spectrum efficient technology than the current NTSC "analog" broadcast system. Rather than being limited to providing one analog programming channel, a broadcaster will be able to provide a super sharp "high definition" (HDTV) program or multiple "standard definition" DTV programs simultaneously using the RF spectrum more efficiently. Providing several program streams on one broadcast channel is called "multicasting." The number of programs a station can send on one digital channel depends on the level of picture detail, also known as "resolution." DTV can provide interactive video and data services that are not possible with "analog" technology. Converting to DTV will eventually free up parts of the scarce and valuable broadcast airwaves. Those portions of the spectrum can then be used for other important services, such as advanced wireless and public safety services (police, fire, rescue squads, etc.). Televison stations serving all markets in the United States are currently airing digital television programming, although they still must provide analog programming until the target date set by Congress for completion of the transition to DTV - February 17, 2009. That date may be extended, however, until most homes (85%) in an area are able to watch the DTV programming. At that point, broadcasting on the current (analog) channels will end and that spectrum will be put to other uses reducing the need for analog filters which MFC currently supplies. Until the transition to DTV is complete, television stations will continue broadcasting on both their digital and analog channels. MFC has developed and is supplying filters for digital television; however, the demand for these filters is unknown at this time.

Broadcast - Several areas of broadcast are served by Microwave Filter Company with the most active being in the MDS/MMDS and UHF bands.

Formally used for Wireless Cable, the MDS/MMDS bands are now becoming popular for use by Internet Service Providers (ISP). Wireless Cable was a video delivery service that attempted to compete with cable television with limited success. This service delivered programming over-the-air using microwave frequencies. Television programming is received via a small rooftop antenna. The signals are then down converted for reception by the television set. At the home, the equipment looks the same as that supplied by a cable television company with the exception of the rooftop antenna. Currently the trend is to use the same concept to provide internet service to the home (receive only).

The most significant product sold to this market is our channel combiner used at the broadcast site to reduce tower costs. By combining channels at the transmitter site, additional expensive coaxial or waveguide runs up the tower become unnecessary. It remains to be seen whether activity will be popular in these bands.

MFC offers the widest selection of channel combiners to meet a variety of system specifications. Combiners in different configurations and constructed of different materials offer the operator better or best options depending on budget or other system requirements.

Radio and Television Broadcast - MFC primarily serves these broadcast areas with interference filters to reduce equipment harmonics and combiners for low power UHF applications. Other broadcast areas served also include AML, telemetry and STL/ENG relays.

Similar to cable television, the broadcast industry is also moving towards the digital delivery of both audio and video broadcast.

Satellite - Microwave filters and IF filters for removing interference are provided to both commercial and home C-band TVRO antennas. A variety of products are available that offer protection and or solutions to interference that affects the feedhorn, downconverter, and receiver. A variety of filters are also available for satellite services utilizing higher frequency bands such as 12, 13 and 18 GHz.

Mobile Radio and Data Links - MFC provides filters to a variety of mobile radio services such as cellular telephone, two way radio and paging to eliminate interference in transmit or receive equipment. More recently there has been demand for filters and diplexers for broadband microwave applications for Voice Over Internet Protocol ("VOIP") With the number of services increasing and ISP use. The advent of license exempt applications has increased the need for interference filtering. With the number of services increasing and our air waves becoming more congested, filters are increasingly important to many transmit operations.

RF and Microwave - This market encompasses both commercial and military applications. Filters in defense applications are used for such purposes as air to ground communications, radar and land communications. In commercial areas, filters are used to protect such equipment as receivers, transmitters, transceivers and any other electronics used for signal processing. In addition to filters, this market is also served with MFC's Ferrosorb product line. Ferrosorb is a microwave absorbing material available in sheets, loads and a variety of other shapes. The product is used to offer protection by shielding signals or absorbing selective bands.

In 1992, MFC's acquisition of certain assets of Chesterfield Products added an expanded line of products to enhance the RF filter line. Many of MFC's traditional filters are components added onto a system. Chesterfield provided MFC with the capability to manufacture miniature and subminiature filters which are components built into electronic systems. Another Chesterfield capability has provided us with the resources to expand our filter design range down to 5 KHz.

There has been an increased demand for filters in the OEM (Original Equipment Manufacturer) market. In response to this demand, MFC has purchased new design, fabrication and test equipment to design filters up to 50 GHz. OEM orders are larger than those received for other markets and facilities such as a soldering oven have been added in the manufacturing area for large volume production.

Management believes that world marketing is a route to substantial expansion of sales for MFC. Significant efforts have been made over the last year to identify key international markets and to establish distributors with appropriate technical backgrounds to represent our products in those regions. The Company's international sales increased $177,622 or 42.4% to $596,321 for the fiscal year ended September 30, 2008 when compared to international sales of $418,699 during the fiscal year ended September 30, 2007.

The Company depends on outside suppliers for raw materials, components and parts, and services. Although items are generally available from a number of suppliers, the Company purchases certain raw materials and components from a single supplier. If such a supplier should cease to supply an item, the Company believes that new sources could be found to provide the raw materials and components. However, manufacturing delays and added costs could result. The Company has not experienced significant delays of this nature in the past, but there can be no assurance that delays in delivery due to supply shortages will not occur in the future. Substantial periods of lead time for delivery of certain materials are sometimes experienced by the Company, making it necessary to inventory varied quantities of materials.

The Company has no patents, trademarks, copyrights, licenses or franchises of material importance.

There are no significant seasonal fluctuations in the Company's business.

The Company is not dependent in any material respect on government contracts.

Our products are subject to the Export Administration Regulations ("EAR") administered by the U.S. Department of Commerce and may, in certain instances, be subject to the International Traffic in Arms Regulations ("ITAR") administered by the U.S. Department of State. EAR restricts the export of defense products, technical data and defense services. We believe that we have implemented internal export procedures and controls in order to achieve compliance with the applicable U.S. export control regulations.

Compliance with federal, state and local requirements relating to the discharge of substances into the environment, the disposal of hazardous waste and other activities affecting the environment has been accomplished without material effect on the Company's liquidity and capital resources, competitive position or financial statements and management believes that such compliance will not have a material effect on the Company's liquidity and capital resources, competitive position or financial statements in the future.

At September 30, 2008, the Company's total backlog of orders, which represents firm orders from customers, was $415,911 compared to $502,760 at September 30, 2007. The total Company backlog at September 30, 2008 is scheduled to ship during fiscal 2009. 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.

At September 30, 2008, the Company employed 49 full-time and 4 part-time employees.

The Company maintains and expects to continue to maintain an active research and development program. The Company believes that such a program is needed to maintain its competitive position in existing markets and to provide products for emerging markets. Costs in connection with research and development were $473,957, $461,954 and $420,570 for the fiscal years 2008, 2007 and 2006, respectively. Research and development costs are charged to operations as incurred.

The principal competitive factors facing both MFC and NSI are price, technical performance, service and the ability to produce in quantity to specific delivery schedules. Based on these factors, the Company believes it competes favorably in its markets.

The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room located at 450 Fifth Street NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains electronic versions of our reports on its website at www.sec.gov.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES.

MFC's office and manufacturing facility is located at 6743 Kinne Street, East Syracuse, New York. This facility, which is owned by MFC, consists of 40,000 square feet of office and manufacturing space located on 3.7 acres.

ITEM 3. LEGAL PROCEEDINGS.

There are currently no material pending legal proceedings against the Company or its subsidiaries.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

During the fourth quarter of the fiscal year covered by this Form 10-K, there were no matters submitted to a vote of security holders.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's securities are currently quoted on The Pink Sheets (www.pinksheets.com), an electronic quotation service for securities traded over-the-counter, and the OTCBB (www.otcbb.com).

The following table shows the high and low closing sales prices for MFC's common stock for each full quarterly period within the two most recent fiscal years. The information set forth was obtained from statements provided by the NASD and the OTCBB. The quotations represent prices in the over-the-counter market between dealers in securities. They do not include retail mark-ups, mark-downs or commissions.

Fiscal 2008 High Low

Oct. 1, 2007 to Dec. 31, 2007 $ .94 $ .60
Jan. 1, 2008 to Mar. 31, 2008 .94 .70
Apr. 1, 2008 to June 30, 2008 .96 .56
July 1, 2008 to Sept. 30, 2008 .85 .65


Fiscal 2007 High Low

Oct. 1, 2006 to Dec. 31, 2006 $ 1.67 $ 1.07
Jan. 1, 2007 to Mar. 31, 2007 1.25 .88
Apr. 1, 2007 to June 30, 2007 1.00 .73
July 1, 2007 to Sept. 30, 2007 .94 .76

The Company had approximately 650 holders of record of its common stock at September 30, 2008.

Payment of future dividends, if any, will be at the discretion of the Board of Directors after taking into consideration various factors, including the Company's financial condition, operating results and current and anticipated cash needs.

On April 9, 1998, the Board of Directors and Shareholders of Microwave Filter Company, Inc. approved the 1998 Microwave Filter Company, Inc. Incentive Stock Plan (the "1998 Plan"). Under the 1998 Plan, the Company may grant incentive stock options ("ISOs"), non-qualified stock options ("NQSOs") and stock appreciation rights to directors, officers and employees of the Company and its affiliates. The 1998 Plan reserved 150,000 shares for issuance. The exercise price of the ISOs and NQSOs will be 100% of the fair market value of the Common Stock on the date the ISOs and NQSOs are granted. On June 21, 2004, the Board of Directors granted ISOs totaling 115,000 shares and NQSOs totaling 35,000 shares at an exercise price of $1.47. All options were 100% vested. The 1998 Plan terminated on April 10, 2008.

Additional information regarding our stock option plan and plan activity for 2008 is provided in our consolidated financial statements. See "Notes to Consolidated Financial Statements, Note 9 - Stock options."

ITEM 6. SELECTED FINANCIAL DATA.

The following selected financial information is derived from and should be read in conjunction with the financial statements, including the notes thereto, appearing in Item 8. - "Financial Statements and Supplemental Data."

Five Year Summary of Financial Data

 September 30
 2008 2007 2006 2005 2004
Net Sales $ 5,231,125 $ 4,634,233 $ 4,536,715 $ 5,533,398 $ 4,876,219
Net Income (Loss) $ 39,516 $ (292,993) $ (411,349) $ 312,211 $ (176,317)
Total Assets $ 2,816,736 $ 2,826,042 $ 3,126,373 $ 3,983,652 $ 3,626,605
Long Term Debt $ 0 $ 0 $ 0 $ 0 $ 0
Basic Earnings (Loss)
 Per Share $ .01 $ (.10) $ (.14) $ .11 $ (.06)
Diluted Earnings (Loss)
 Per Share $ .01 $ (.10) $ (.13) $ .10 $ (.06)
Shares Used In Computing Net
 Earnings (Loss) Per Share:
 Basic 2,894,214 2,899,660 2,905,355 2,908,503 2,904,669
 Diluted 2,967,274 3,038,098 3,043,903 3,049,115 2,946,482
Cash ($) Dividends Paid Per
 Share $ .00 $ .00 $ .10 $ .00 $ .00



Net income (loss) as a percentage of: 2008 2007 2006 2005 2004
Net Sales.......................... 0.7% (6.3%) (9.1%) 5.6% (3.6%)
Assets .......................... 1.4% (10.4%) (13.2%) 7.8% (4.9%)
Equity............................. 1.7% (12.6%) (15.7%) 9.4% (5.9%)

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Microwave Filter Company, Inc. (MFC) operates primarily in the United States and principally in one industry. The Company extends credit to business customers, including original equipment manufacturers (OEMs), distributors and other end users, based upon ongoing credit evaluations. Microwave Filter Company, Inc. 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 and commercial and defense electronics. Niagara Scientific, Inc. (NSI), a wholly owned subsidiary, custom designs case packing machines to automatically pack products into shipping cases. Customers are processors of food and other commodity products with a need to reduce labor cost with a modest investment and quick payback. For the last three years, NSI's sales have consisted of spare parts orders.

The following table sets forth the Company's net sales by major product groups for each of the fiscal years in the three year period ended September 30, 2008.

Product group (in thousands) Fiscal 2008 Fiscal 2007 Fiscal 2006

Microwave Filter:
 Cable TV $1,958 $1,922 $1,882
 RF/Microwave 1,532 1,497 1,624
 Satellite 1,549 989 893
 Broadcast TV 185 191 116
Niagara Scientific 7 35 21
 ------ ------ ------
 Total $5,231 $4,634 $4,536
 ====== ====== ======
Sales backlog at 9/30 $ 416 $ 503 $ 732
 ====== ====== ======

Fiscal 2008 compared to fiscal 2007

Consolidated net sales for the fiscal year ended September 30, 2008 equaled $5,231,125, an increase of $596,892 or 12.9%, when compared to consolidated net sales of $4,634,233 during the fiscal year ended September 30, 2007.

MFC's Cable TV product sales increased $35,515 or 1.8% to $1,957,720 during the fiscal year ended September 30, 2008 when compared to Cable TV product sales of $1,922,205 during the fiscal year ended September 30, 2007. Despite the increase in sales, management continues to project a decrease in demand for Cable TV products due to the shift from analog to digital television. Digital Televison (DTV) is a new type of broadcasting technology that will transform television viewing. DTV enables broadcasters to offer television with movie-quality picture and sound. It also offers greater multicasting and interactive capabilities. DTV is a more flexible and efficient technology than the current NTSC "analog" broadcast system. Rather than being limited to providing one analog programming channel, a broadcaster will be able to provide a super sharp "high definition" (HDTV) program or multiple "standard definition" DTV programs simultaneously using the RF spectrum more efficiently. Providing several program streams on one broadcast channel is called "multicasting." The number of programs a station can send on one digital channel depends on the level of picture detail, also known as "resolution." DTV can provide interactive video and data services that are not possible with "analog" technology. Converting to DTV will eventually free up parts of the scarce and valuable broadcast airwaves. Those portions of the spectrum can then be used for other important services, such as advanced wireless and public safety services (police, fire, rescue squads, etc.). Televison stations serving all markets in the United States are currently airing digital television programming, although they still must provide analog programming until the target date set by Congress for completion of the transition to DTV - February 17, 2009. That date may be extended, however, until most homes (85%) in an area are able to watch the DTV programming. At that point, broadcasting on the current (analog) channels will end and that spectrum will be put to other uses reducing the need for analog filters which MFC currently supplies. Until the transition to DTV is complete, television stations will continue broadcasting on both their digital and analog channels. MFC has developed and is supplying filters for digital television; however, the demand for these filters is unknown at this time.

MFC's RF/Microwave product sales increased $35,777 or 2.4% to $1,532,711 during the fiscal year ended September 30, 2008 when compared to sales of $1,496,934 during the fiscal year ended September 30, 2007. The Company's RF/Microwave products are primarily sold to original equipment manufacturers (OEMs) that serve the mobile radio and commercial and defense electronics markets. Typical customers include the U.S. Government, General Dynamics, Motorola, Rockwell Collins, Lockheed Martin, Northrup Gruman and Raytheon. 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.

MFC's Satellite product sales increased $560,310 or 56.7% to $1,548,838 during the fiscal year ended September 30, 2008 when compared to sales of $988,528 during the fiscal year ended September 30, 2007. The increase can be attributed to an increase in demand for filters which suppress strong out-of- band interference caused by military and civilian radar systems and other sources. 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 product sales decreased $6,250 or 3.3% to $184,910 for the fiscal year ended September 30, 2008 when compared to sales of $191,160 for the fiscal year ended September 30, 2007 primarily due to a decrease in demand for UHF Broadcast products.

At September 30, 2008, the Company's total backlog of orders, which represents firm orders from customers, equaled $415,911 compared to $502,760 at September 30, 2007. The total Company backlog at September 30, 2008 is scheduled to ship during fiscal 2009. 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.

Gross profit increased $338,471 or %21.2 to $1,937,219 during the fiscal year ended September 30, 2008 when compared to gross profit of $1,598,748 during the fiscal year ended September 30, 2007. As a percentage of sales, gross profit increased to 37.0% during the fiscal year ended September 30, 2008 compared to 34.5% during the fiscal year ended September 30, 2007. The increase in gross profit can primarily be attributed to the higher sales volume this year allowing the Company to better absorb fixed expenses.

Selling, general and administrative (SG&A) expenses decreased $16,589 or 0.8% to $1,939,422 during the fiscal year ended September 30, 2008 when compared to SG&A expenses of $1,956,011 during the fiscal year ended September 30, 2007. As a percentage of sales, SG&A expenses decreased to 37.1% during fiscal 2008 when compared to 42.2% during fiscal 2007 due primarily to the higher sales volume this year when compared to last year.

Income from operations improved $355,060 to a loss from operations of $2,203 during the fiscal year ended September 30, 2008 when compared to a loss from operations of $357,263 during the fiscal year ended September 30, 2007. The improvement can primarily be attributed to the higher sales volume this year when compared to last year.

Other income decreased $22,676 to $42,244 for the fiscal year ended September 30, 2008 when compared to other income of $64,920 for the fiscal year ended September 30, 2007. Other income is primarily interest income earned on invested cash balances. The decrease in other income can primarily be attributed to lower market interest rates when compared to the same period last year. Other income may fluctuate based on market interest rates and levels of invested cash balances.

The Company recorded a provision for income taxes of $525 for the fiscal year ended September 30, 2008 compared to a provision for income taxes of $650 for the fiscal year ended September 30, 2007. As required by Statement of Financial Accounting Standards No. 109, 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.

Fiscal 2007 compared to fiscal 2006

Consolidated net sales for the fiscal year ended September 30, 2007 equaled $4,634,233, an increase of $97,518 or 2.1%, when compared to consolidated net sales of $4,536,715 during the fiscal year ended September 30, 2006.

Microwave Filter Company, Inc. (MFC) sales increased $83,325 or 1.8% to $4,598,827 during the fiscal year ended September 30, 2007 when compared to sales of $4,515,502 during the fiscal year ended September 30, 2006.

MFC's Cable TV product sales increased $40,339 or 2.1% to $1,922,205 during the fiscal year ended September 30, 2007 when compared to Cable TV product sales of $1,881,866 during the fiscal year ended September 30, 2006. Despite the increase in sales, management continues to project a decrease in demand for Cable TV products due to the shift from analog to digital television. Digital Televison (DTV) is a new type of broadcasting technology that will transform television viewing. DTV enables broadcasters to offer television with movie-quality picture and sound. It also offers greater multicasting and interactive capabilities. DTV is a more flexible and efficient technology than the current NTSC "analog" broadcast system. Rather than being limited to providing one analog programming channel, a broadcaster will be able to provide a super sharp "high definition" (HDTV) program or multiple "standard definition" DTV programs simultaneously using the RF spectrum more efficiently. Providing several program streams on one broadcast channel is called "multicasting." The number of programs a station can send on one digital channel depends on the level of picture detail, also known as "resolution." DTV can provide interactive video and data services that are not possible with "analog" technology. Converting to DTV will eventually free up parts of the scarce and valuable broadcast airwaves. Those portions of the spectrum can then be used for other important services, such as advanced wireless and public safety services (police, fire, rescue squads, etc.). Televison stations serving all markets in the United States are currently airing digital television programming, although they still must provide analog programming until the target date set by Congress for completion of the transition to DTV - February 17, 2009. That date may be extended, however, until most homes (85%) in an area are able to watch the DTV programming. At that point, broadcasting on the current (analog) channels will end and that spectrum will be put to other uses reducing the need for analog filters which MFC currently supplies. Until the transition to DTV is complete, television stations will continue broadcasting on both their digital and analog channels. MFC has developed and is supplying filters for digital television; however, the demand for these filters is unknown at this time.

MFC's RF/Microwave product sales decreased $127,501 or 7.8% to $1,496,934 during the fiscal year ended September 30, 2007 when compared to sales of $1,624,435 during the fiscal year ended September 30, 2006. The decrease can be attributed to a decrease in sales to the U. S. Government. For the twelve months ended September 30, 2007, sales to the U.S. Government equaled $200,681 compared to sales to the U.S. Government of $447,971 during the twelve months ended September 30, 2006. The Company's RF/Microwave products are primarily sold to original equipment manufacturers (OEMs) that serve the mobile radio and commercial and defense electronics markets. Typical customers include the U.S. Government, General Dynamics, Motorola, Rockwell Collins, Lockheed Martin, Northrup Gruman and Raytheon. 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.

MFC's Satellite product sales increased $95,811 or 10.7% to $988,528 during the fiscal year ended September 30, 2007 when compared to sales of $892,717 during the fiscal year ended September 30, 2006. The increase can be attributed to the introduction of new products and an increase in demand for filters which suppress strong out-of-band interference caused by military and civilian radar systems and other sources. 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 televison (BTV)/Wireless cable product sales increased $74,676 or 64.1% to $191,160 for the fiscal year ended September 30, 2007 when compared to sales of $116,484 for the fiscal year ended September 30, 2006 primarily due to an increase in demand for UHF Broadcast products.

Niagara Scientific, Inc. (NSI) sales increased $14,193 or 66.9% to $35,406 for the fiscal year ended September 30, 2007 when compared to sales of $21,213 for the fiscal year ended September 30, 2006. NSI sales consisted primarily of spare part orders during fiscal 2007. NSI has been concentrating on quoting low risk jobs in an effort to maintain targeted profit margins. Although this may impact sales levels, it should improve profit margins and also allow engineering resources to focus on higher priorities. Based on backlog, recent quote activity and the general economic climate, management is expecting little, if any, growth in sales for NSI for fiscal 2008.

At September 30, 2007, the Company's total backlog of orders, which represents firm orders from customers, equaled $502,760 compared to $731,941 at September 30, 2006. The total Company backlog at September 30, 2007 is scheduled to ship during fiscal 2008. 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.

Gross profit increased $105,753 or %7.1 to $1,598,748 during the fiscal year ended September 30, 2007 when compared to gross profit of $1,492,995 during the fiscal year ended September 30, 2006. As a percentage of sales, gross profit increased to 34.5% during the fiscal year ended September 30, 2007 compared to 32.9% during the fiscal year ended September 30, 2006. The increases in gross profit can be attributed to the higher sales volume, lower direct labor costs due to efficiency and lower depreciation expense this year when compared to last year.

Selling, general and administrative (SG&A) expenses decreased $66,474 or 3.3% to $1,956,011 during the fiscal year ended September 30, 2007 when compared to SG&A expenses of $2,022,485 during the fiscal year ended September 30, 2006. The decrease can primarily be attributed to lower printing and mailing costs this year when compared to the same period last year. As a percentage of sales, SGA expenses decreased to 42.2% during fiscal 2007 when compared to 44.6% during fiscal 2006 due to both the higher sales volume and the lower expenses.

Income from operations improved $172,227 to a loss of $357,263 during the fiscal year ended September 30, 2007 when compared to a loss from operations of $529,490 during the fiscal year ended September 30, 2006. The improvement can primarily be attributed to the higher sales volume and lower SGA expenses this year when compared to last year.

Other income decreased $15,689 to $64,920 for the twelve months ended September 30, 2007 compared to other income of $80,609 for the twelve months ended September 30, 2006. Other income is primarily interest income earned on invested cash balances. The decrease in other income can primarily be attributed to lower invested cash balances when compared to the same period last year. Other income may fluctuate based on market interest rates and levels of invested cash balances.

The Company recorded a provision for income taxes of $650 for the fiscal year ended September 30, 2007 compared to a benefit for income taxes of $37,532, or an effective rate of (8.4%)%, for the fiscal year ended September 30, 2006. As required by Statement of Financial Accounting Standards No. 109, 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.

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.

 September 30
 2008 2007 2006
Cash & cash equivalents $1,417,271 $1,266,979 $705,646
Investments $0 $0 $798,544
Working capital $1,961,413 $1,876,807 $2,063,269
Current ratio 5.24 to 1 4.69 to 1 5.05 to 1
Long-term debt $ 0 $ 0 $ 0

Cash and cash equivalents increased $150,292 to $1,417,271 at September 30, 2008 when compared to $1,266,979 at September 30, 2007. The increase was a result of $182,704 in net cash provided by operating activities, $29,747 in net cash used for capital expenditures and $2,665 in net cash used to purchase treasury stock.

The net decrease of $64,666 in accounts receivable at September 30, 2008, when compared to September 30, 2007, can primarily be attributable to an improvement in accounts receivable collections during the quarter ended September 30, 2008 when compared to the quarter ended September 30, 2007.

The net decrease of $60,242 in inventories at September 30, 2008, when compared to September 30, 2007, can primarily be attributed to the Company's sales order backlog and our customer's scheduled delivery dates.

The Company provides for a valuation reserve for certain inventory that is deemed to be obsolete, of excess quantity or otherwise impaired. The Company's inventory valuation reserves equaled $404,457 at September 30, 2008 compared to $389,726 at September 30, 2007. The increase of $14,731 in inventory reserves at September 30, 2008 can primarily be attributed to the slow movement of certain inventory items due to a decrease in demand. Based on current and expected inventory levels, management believes any change to the inventory valuation reserves will not have a material impact on future results of operations, capital resources or liquidity. All such inventory items are written down to their estimated net realizable value.

At September 30, 2008, 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 foreseeable future will be met by its existing cash balances, future cash flows from operations and its current credit arrangements.

Off-Balance Sheet Arrangements

At September 30, 2008 and 2007, 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.

Critical Accounting Policies

The Company's consolidated financial statements are based on the application of accounting principles generally accepted in the United States of America (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.

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 valued at the lower of cost 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. 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 has deferred tax assets that are reviewed for recoverability and valued accordingly. These assets are evaluated by using estimates of future taxable income streams and the impact of tax planning strategies. Valuations related to tax accruals and assets can be impacted by changes to tax codes, changes in statutory tax rates and the Company's future taxable income levels. The Company has provided a full valuation allowance against its deferred tax assets.

In February 2007, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115". SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. This Statement applies to all entities, including not-for- profit organizations. SFAS 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended September 30, 2009. The Company is currently evaluating the impact of SFAS 159 on its consolidated financial statements.

FASB Interpretation 48 ("FIN 48") was issued in July 2006 to clarify the criteria for recognizing tax benefits under FASB Statement No. 109, Accounting for Income Taxes. The Interpretation defines the threshold for recognizing the benefits of tax-return positions in the financial statements as "more-likely- than-not" to be sustained by the taxing authority and will affect many companies' reported results and their disclosures of uncertain tax positions. The Interpretation does not prescribe the type of evidence required to support meeting the more-likely-than-not threshold, stating that it depends on the individual facts and circumstances. The benefit recognized for a tax position meeting the more-likely-than-not criterion is measured based on the largest benefit that is more than 50 percent likely to be realized. The measurement of the related benefit is determined by considering the probabilities of the amounts that could be realized upon ultimate settlement, assuming the taxing authority has full knowledge of all relevant facts and including expected negotiated settlements with the taxing authority. FIN 48 applies to fiscal years beginning after December 31, 2006, with earlier adoption permitted. The Company adopted FIN 48 in the first quarter of fiscal year 2008 and the adoption did not have a material impact on its consolidated financial statements.

Fair Value Measurements. In September 2006, the FASB published Statement of Financial Accounting No. 157, Fair Value Measurements. This Statement establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The Statement applies only to fair-value measurements that are already required or permitted by other accounting standards and is expected to increase the consistency of those measurements. It will also affect current practices by nullifying the Emerging Issues Task Force (EITF) guidance that prohibited recognition of gains or losses at the inception of derivative transactions whose fair value is estimated by applying a model and by eliminating the use of "blockage" factors by brokers, dealers, and investment companies that have been applying AICPA Guides. The Statement is effective for fair-value measures already required or permitted by other standards for financial statements issued for fiscal years beginning after November 15, 2007 (the Company's fiscal 2009) and interim periods within those fiscal years. Early application is permissible only if no annual or interim financial statements have been issued for the earlier periods. The requirements of the Statement are applied prospectively, except for changes in fair value related to estimating he fair value of a large block position and instruments measured at fair value at initial recognition based on transaction price in accordance with EITF 02-3 or Statement 155.

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard ("SFAS") No. 160, "Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51". SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended September 30, 2010. The Company is currently evaluating the impact of SFAS 160 on its consolidated financial statements.

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard ("SFAS") No. 141(R), "Business Combinations". SFAS 141(R) establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended September 30, 2010. The Company is currently evaluating the impact of SFAS 141(R) on its consolidated financial statements but does not expect it to have a material effect.

In March 2008, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 161, "Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133". SFAS 161 requires enhanced disclosures about an entity's derivative and hedging activities. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 with early application encouraged. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended September 30, 2010. The Company is currently evaluating the impact of SFAS 161 on its consolidated financial statements but does not expect it to have a material effect.

In May 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard ("SFAS") No. 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. SFAS 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company is currently evaluating the impact of SFAS 162 on its consolidated financial statements but does not expect it to have a material effect.

In May 2008, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 163, "Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60" ("SFAS 163"). SFAS 163 interprets Statement 60 and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of that Statement. SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended September 30, 2010. The Company is currently evaluating the impact of SFAS 163 on its consolidated financial statements but does not expect it to have a material effect.

In an effort to provide investors a balanced view of the Company's current condition and future growth opportunities, this Annual Report on Form 10-K may include 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 2008 Annual Report and Form 10-K for the fiscal year ended September 30, 2008 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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company has limited exposure to market risk as the Company has no long term debt as of September 30, 2008. The Company's available line of credit is based on a factor of the prime rate; however, there are no outstanding borrowings under the line of credit. The Company does not trade in derivative financial instruments. Investments generally consist of commercial paper, government backed obligations and other guaranteed commercial debt that have an original maturity of more than three months and a remaining maturity of less than one year. Investments are carried at cost which approximates market. The Company's policy is to hold investments until maturity. The Company's practice is to invest cash with financial institutions that have acceptable credit ratings.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The Financial Statements and Financial Statement Schedule called for by this item are submitted as a separate section of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. 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

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a- 15(f) and 15d-15(f) under the exchange act.

Under the supervision and with the participation of the Company's management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of its internal control over financial reporting based on criteria established in the framework in "Internal Control-Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Company's management concluded and certifies that its internal control over financial reporting was effective as of September 30, 2008.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The names of, and certain information with respect to, the directors of MFC is set forth below:

 Common Shares
 Actually or Percent
 Beneficially of
Director Principal occupation Owned 12/1/08 Class


ROBERT R. ANDREWS Mr. Andrews is the President and 1,214 *
(a)(c) Principal shareholder of Morse
Age 67 Manufacturing Co., Inc., East
Director since 1992 Syracuse, N.Y. which produces
 specialized material handling
 equipment and has served in that
 capacity since prior to 1985. He
 received a B.A degree from
 Arkansas University and has
 served as Vice President and a
 director of the Manufacturers'
 Association of Central New York,
 President of the Citizens
 Foundation, a Trustee of Dewitt
 Community Church, director of the
 Salvation Army and Chairman of
 the Business and Industry
 Council of Onondaga Community
 College. Mr. Andrews was elected
 Chairman of the Board of Directors
 of Microwave Filter Company, Inc. on
 November 17, 2004.


TRUDI B. ARTINI Mrs. Artini is an independent 32,435 1.1%
(a)(b)(d) investor in MFC and various other
Age 86 business enterprises in Syracuse,
Director since 1974 New York.


SIDNEY CHONG Mr. Chong is a corporate 335 *
(a)(b)(c) accountant for Carrols Corp. in
Age 67 Syracuse. Prior to joining Carrols
Director since 1995 Corp., he was a Senior Accountant
 with Price Waterhouse and Co. in
 New York City. Mr. Chong has a
 Bachelor of Science degree in
 accounting from California State
 University.

 Common Shares
 Actually or Percent
 Beneficially of
Director Principal occupation Owned 12/1/08 Class


CARL F. FAHRENKRUG PE Mr. Fahrenkrug was appointed 72,298 2.5%
(a) President and Chief Executive
Age 66 Officer of MFC on October 7,
Director since 1984 1992. He has also served as
 President and Chief Executive
 Officer of NSI since prior to
 1986. He served as Vice
 President of Engineering at
 Microwave Systems, Inc.,
 Syracuse, N.Y. from 1972-1976.
 Mr. Fahrenkrug has a B.S. and
 M.S. in Engineering and an MBA
 from Syracuse University.


DANIEL GALBALLY Mr. Galbally is an accountant 0
(b)(c)(d) for Nucor Steel Auburn, Inc.
Age 61 in Auburn, New York. Prior to
Director since 1995 joining Nucor Steel Auburn, he
 was the controller of Diamond Card
 Exchange, Inc. in Syracuse, New
 York. He was the controller of
 Evaporated Metal Films (EMF) in
 Ithaca, N.Y. Before joining EMF,
 he worked as controller and acting
 vice president of finance at
 Philips Display Components Co.
 He has a bachelor's degree in
 accounting and an MBA from
 Syracuse University.


PERRY A. HARVEY Mr. Harvey is a consultant in global 0
Age 56 strategic business planning and
Director since 2007 productivity and process improvement.
 He holds a Master of Science in
 Metallurgical Engineering and a
 Metallurgical Engineering Degree from
 the University of Wisconsin. He served
 as President of ESCO Turbine Technologies
 Group (TTG), Syracuse, New York from
 2000-2007. He has served as a board member
 and president of the Investment Casting
 Institute and a board member of the
 Manufacturers of Central New York and
 the Foundry Educational Foundation Board.


25

 Common Shares
 Actually or Percent
 Beneficially of
Director Principal occupation Owned 12/1/08 Class


RICHARD L. JONES Mr. Jones was appointed a Director 0
Age 60 of Microwave Filter Company, Inc. on
Director since 2004 September 7, 2004. Mr. Jones has
 served as a Vice President and the
 Chief Financial Officer of Microwave
 Filter Company, Inc. since October 7,
 1992. He has a Bachelor of Science
 degree in accounting from Syracuse
 University.

FRANK S. MARKOVICH Mr. Markovich is a consultant in 4,340 *
(c)(d) the manufacturing operations
Age 63 and training field. Prior to that
Director since 1992 he was the Director of the
 Manufacturing Extension
 Partnership at UNIPEG Binghamton.
 He held various high level
 positions in operations, quality
 and product management in a 20
 year career with BF Goodrich
 Aerospace, Simmonds Precision
 Engine Systems of Norwich, New
 York. He completed US Navy
 Electronics and Communications
 Schools and received an MBA from
 Syracuse University.

(a)Member of Executive Committee
(b)Member of Compensation Committee
(c)Member of Finance and Audit Committee
(d)Member of Nominating Committee

* Denotes less than one percent of class.

The Directors listed above and executive officers as a group own 110,622 shares or approximately 4% of the outstanding common shares of the Company.

The Board of Directors of Microwave Filter Company, Inc. has determined that Mr. Chong and Mr. Galbally, both members of the Audit Committee, are "audit committee financial experts" as defined by the SEC's regulations.

IDENTIFICATION OF EXECUTIVE OFFICERS

Name Age Position

Carl F. Fahrenkrug 66 President and Chief Executive Officer

Richard L. Jones 60 Vice President, Chief Financial
 Officer and Corporate Secretary

Paul W. Mears 49 Vice President of Engineering

All of the officers serve at the pleasure of the Board of Directors.

Carl F. Fahrenkrug was elected President and Chief Executive Officer of MFC on October 7, 1992. Prior to that date, he had been Executive Vice President and Chief Operating Officer of MFC. Prior to January 1, 1992, he was President and CEO of NSI and Vice President of Corporate Development for MFC.

Richard L. Jones joined MFC in August 1983 as controller. In February 1985, he was appointed Vice President and Treasurer of MFC. On October 7, 1992, he was appointed Vice President and Chief Financial Officer.

Paul W. Mears began his association with MFC as a Co-op while attending RIT in 1981. He became a full time employee in 1984 when he began his duties as an Electrical Engineer in Research and Development. In 1988 he became a Senior Design and Quotation Engineer and in 1989, he was promoted to Assistant Chief Engineer, Manager of Engineering of the Filter Division and in April of 1998, was appointed Vice President of Engineering.

The Company has adopted a Code of Ethics and Business Conduct for all of our employees and directors, including our Chief Executive Officer and Chief Financial Officer. A copy of our Code of Ethics and Business Conduct is available free of charge on our Company web site at www.microwavefilter.com.

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth for the fiscal years ended September 30, 2008, 2007 and 2006, compensation paid by MFC to the named executive officers in all capacities in which they served.

SUMMARY COMPENSATION TABLE

 Annual Compensation
 Salary Bonus
Name and principal position Year ___$___ ___$___

Carl F. Fahrenkrug 2008 128,728 -
President and CEO 2007 122,534 -
 2006 116,188 -

MFC has a profit sharing plan for all employees over the age of 21 with one year of service. Annual contributions are determined by the Board of Directors and are made from current or accumulated net income. Allocation of contributions to plan participants are based upon annual compensation. Participants vest on the basis of 20% after 3 years of service, 40% at 4 years, 60% at 5 years, 80% at 6 years and 100% at 7 years.

MFC also has a voluntary 401-K plan. Eligibility is the same as the Profit Sharing Plan. Contributions to the 401-K plan were matched at a rate of 100% of an employee's first 6% of contributions during fiscal 2008. The maximum corporate match was 6% of an employee's compensation during fiscal 2008.

MFC's contributions to the plans for the years ended September 30, 2008, 2007 and 2006 amounted to $99,122, $103,171 and $97,748, respectively.

On April 9, 1998, the Board of Directors and Shareholders of Microwave Filter Company, Inc. approved the 1998 Microwave Filter Company, Inc. Incentive Stock Plan (the "1998 Plan"). Under the 1998 Plan, the Company may grant incentive stock options ("ISOs"), non-qualified stock options ("NQSOs") and stock appreciation rights to directors, officers and employees of the Company and its affiliates. The 1998 Plan reserved 150,000 shares for issuance. The exercise price of the ISOs and NQSOs will be 100% of the fair market value of the Common Stock on the date the ISOs and NQSOs are granted. On June 21, 2004, the Board of Directors granted ISOs totaling 115,000 shares and NQSOs totaling 35,000 shares at an exercise price of $1.47. All options were 100% vested. The 1998 terminated on April 10, 2008.

A summary of all stock option activity and information related to all options outstanding follows:

 2008
 --------
 ISOs NQSOs
 -------- --------
 Exercise Shares Exercise Shares
 Price Price
 -------- -------- -------- --------
Outstanding at
 beginning of year $1.47 108,548 $1.47 30,000
Granted - 0 - 0
Exercised - 0 - 0
Cancelled $1.47 108,548 $1.47 30,000
 ------ -------- ------ --------
Outstanding at
 end of year - 0 - 0
 ------ -------- ------ --------

Exercisable at
 end of year - 0 - 0
 ------ -------- ------- --------


 2007
 --------
 ISOs NQSOs
 -------- --------
 Exercise Shares Exercise Shares
 Price Price
 -------- -------- -------- --------
Outstanding at
 beginning of year $1.47 108,548 $1.47 30,000
Granted - 0 - 0
Exercised - 0 - 0
Cancelled - 0 - 0
 ------ -------- ------ --------
Outstanding at
 end of year $1.47 108,548 $1.47 30,000
 ------ -------- ------ --------
Exercisable at
 end of year $1.47 108,548 $1.47 30,000
 ------ -------- ------- --------

Non-officer directors currently receive fees of $300.00 per board and committee meetings. MFC also reimburses directors for reasonable expenses incurred in attending meetings. The Chairman of the Board receives $500.00 per board and committee meetings. Officer members receive no compensation for their attendance at meetings.

ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information relating to the ownership of common stock held by the directors and executive officers of the corporation is set forth in item 10 of this report.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Information required by this Item is contained in the Company's proxy statement filed with respect to the 2008 Annual Meeting of Shareholders and is incorporated by reference herein.

PART IV

ITEM 15. FINANCIAL STATEMENT SCHEDULES AND EXHIBITS.

(a) 1. and 2. Financial Statements and Schedules:

Reference is made to the list of Financial Statements and the Financial Statement Schedule submitted as a separate section of this report.

(b) Exhibits:

Reference is made to the List of Exhibits submitted as a separate section of this report.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Microwave Filter Company, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MICROWAVE FILTER COMPANY, INC.

Dated: December 18, 2008

Pursuant to the requirements Of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated:

|S| Robert R. Andrews |S| Carl F. Fahrenkrug
------------------------ --------------------------
Robert R. Andrews Carl F. Fahrenkrug
(Director) (Director)

|S| Daniel Galbally |S| Richard L. Jones
------------------------ -----------------------
Daniel Galbally Richard L. Jones
(Director) (Director)

|S| Sidney Chong
--------------------
Sidney Chong
(Director)

Dated: December 18, 2008

32

ANNUAL REPORT ON FORM 10-K

MICROWAVE FILTER COMPANY, INC.
AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE

 ITEM 8, ITEM 15(a)(1) and (2)

CONSOLIDATED FINANCIAL STATEMENTS: Page

Report of Independent Registered Public Accounting Firm.............34
Consolidated Balance Sheets as of September 30, 2008 and 2007.......35
Consolidated Statements of Operations for the Years
 Ended September 30, 2008, 2007 and 2006 ..........................36
Consolidated Statements of Stockholders' Equity for the Years
 Ended September 30, 2008, 2007 and 2006 ..........................37
Consolidated Statements of Cash Flows for the Years
 Ended September 30, 2008, 2007 and 2006 ..........................38
Notes to Consolidated Financial Statements.......................39-51

SCHEDULE FOR THE YEARS ENDED SEPTEMBER 30, 2008, 2007 AND 2006:

II-Valuation and Qualifying Accounts................................53

All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Microwave Filter Company, Inc. and Subsidiary East Syracuse, New York 13057

We have audited the accompanying consolidated balance sheets of Microwave Filter Company, Inc. and Subsidiary as of September 30, 2008 and 2007, and the related statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended September 30, 2008. The Company's management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Microwave Filter Company, Inc. and Subsidiary, as of September 30, 2008 and 2007, and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, 2008, in conformity with accounting principles generally accepted in the United States of America.

/s/ Rotenberg & Co., LLP

Rotenberg & Co., LLP
Rochester, New York
 December 16, 2008

 Microwave Filter Company and Subsidiaries
 Consolidated Balance Sheets

 September 30
Assets 2008 2007
------ ---- ----
Current assets:
 Cash and cash equivalents $1,417,271 $1,266,979
 Accounts receivable-trade, net of allowance for
 doubtful accounts of $12,000 and $12,000 306,076 370,742
 Inventories 600,409 660,651
 Prepaid expenses and other current assets 99,726 86,661
 --------- ---------
 Total current assets 2,423,482 2,385,033

Property, plant and equipment, net 393,254 441,009
 --------- ----------

 Total Assets $2,816,736 $2,826,042
 ========== ==========
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
 Accounts payable $ 152,313 $ 163,042
 Customer deposits 21,228 47,488
 Accrued federal and state income taxes 1,175 650
 Accrued payroll and related expenses 61,228 58,049
 Accrued compensated absences 195,426 208,868
 Other current liabilities 30,699 30,129
 --------- ---------
 Total current liabilities 462,069 508,226
 --------- ---------
 Total liabilities 462,069 508,226
 --------- ---------
Commitments (Note 6)

Stockholders' equity:
Common stock, $.10 par value. Authorized 5,000,000 shares

 Issued 4,324,140 in 2008 and 2007, Outstanding
 2,892,458 in 2008 and 2,895,917 in 2007 432,414 432,414
Additional paid-in capital 3,248,706 3,248,706
Retained earnings 202,706 163,190

Common stock in treasury, at cost, 1,431,682
shares in 2008 and 1,428,223 shares in 2007 (1,529,159) (1,526,494)
 --------- ---------
 Total stockholders' equity 2,354,667 2,317,816
 --------- ---------
 Total Liabilities and Stockholders' Equity $2,816,736 $2,826,042
 ========== ==========

The accompanying notes are an integral part of the consolidated financial statements.

Microwave Filter Company and Subsidiaries Consolidated Statements of Operations

 For the Years Ended September 30
 2008 2007 2006
 ---- ---- ----

Net sales $5,231,125 $4,634,233 $4,536,715

Cost of goods sold 3,293,906 3,035,485 3,043,720
 --------- --------- ---------

 Gross profit 1,937,219 1,598,748 1,492,995

Selling, general
 and administrative expenses 1,939,422 1,956,011 2,022,485
 --------- --------- ---------

 (Loss) income from operations (2,203) (357,263) (529,490)


Non-operating Income
 Interest income 34,305 59,132 71,297
 Miscellaneous 7,939 5,788 9,312
 ------- ------- -------

 Income (loss) before
 income taxes 40,041 (292,343) (448,881)


Provision (benefit) for
 income taxes 525 650 (37,532)
 -------- --------- ---------

NET INCOME (LOSS) $39,516 ($292,993) ($411,349)
 ======== ========= =========

Per share data:
Basic Earnings (Loss) Per
 Common Share $0.01 ($0.10) ($0.14)
 ========= ========= =========
Diluted Earnings (Loss) per
 Common Share $0.01 ($0.10) ($0.13)
 ========= ========= =========
Shares used in computing net
 earnings (loss) per common share:
 Basic 2,894,214 2,899,660 2,905,355
 Diluted 2,967,274 3,038,098 3,043,903

The accompanying notes are an integral part of the consolidated financial statements.

Microwave Filter Company and Subsidiaries Consolidated Statements of Stockholders' Equity For the Years Ended September 30, 2008, 2007 and 2006

 Additional Total
 Common Stock Paid-in Retained Treasury Stock Stockholders'
 Shares Amt Capital Earnings Shares Amt Equity
 ------ --- ------- -------- ------ --- ------
Balance,
September 30, 2005 4,324,140 $432,414 $3,248,706 $1,158,448 1,414,840 ($1,508,655) $3,330,913

Net (loss) (411,349) (411,349)
Purchase of treasury stock 6,948 (11,277) (11,277)
Cash dividend paid
 ($.10) per share (290,916) (290,916)
 ---------- --------- ---------- ---------- ------- --------- ---------
Balance
September 30, 2006 4,324,140 432,414 3,248,706 456,183 1,421,788 (1,519,932) 2,617,371

Net (loss) (292,993) (292,993)
Purchase of treasury stock 6,435 (6,562) (6,562)
 ---------- --------- ---------- ---------- ------- --------- ---------
Balance
September 30, 2007 4,324,140 432,414 3,248,706 163,190 1,428,223 (1,526,494) 2,317,816

Net income 39,516 39,516
Purchase of treasury stock 3,459 (2,665) (2,665)
 ---------- --------- ---------- ---------- ------- --------- ---------
Balance
September 30, 2008 4,324,140 $432,414 $3,248,706 $202,706 1,431,682 ($1,529,159) $2,354,667
 ========== ======== ========== ========== ========= ========== ==========

The accompanying notes are an integral part of the consolidated financial statements.

Microwave Filter Company and Subsidiaries

 For the Years Ended September 30
 --------------------------------
 2008 2007 2006
 ---- ---- ----

Cash flows from operating activities:
 Net income (loss) $39,516 ($292,993) ($411,349)

Adjustments to reconcile net income (loss) to
 net cash provided by (used in) operating
 activities:
 Depreciation 77,502 113,991 163,400
 Provision for doubtful accounts (87) 550 (4,853)
 Inventory obsolescence provision 14,730 527 (27,061)
 Deferred income taxes 0 0 32,395
 Changes in assets and liabilities:
 Accounts receivable-trade 64,753 (27,158) 155,901
 Federal and state income taxes 525 138,636 (161,085)
 Inventories 45,512 (170,043) 91,816
 Other assets (13,065) 8,165 55,364
 Accounts payable and customer deposits (36,989) 10,432 (148)
 Accrued payroll, compensated absences and
 related expenses (10,263) (4,936) (15,296)
 Other current liabilities 570 (6,922) (88,342)
 --------- -------- -------
 Net cash provided by (used in)
 operating activities 182,704 (229,751) (209,258)
 --------- -------- --------
Cash flows from investing activities:
 Investments 0 798,544 24,107
 Capital expenditures (29,747) (898) (58,604)
 -------- -------- --------
 Net cash (used in) provided by
 investing activities (29,747) 797,646 (34,497)
 -------- -------- --------
Cash flows from financing activities:
 Purchase of treasury stock (2,665) (6,562) (11,277)
 Cash dividend paid 0 0 (290,916)
 -------- -------- --------
 Net cash (used in) provided by
 financing activities (2,665) (6,562) (302,193)
 -------- -------- --------
 Net increase (decrease)
 in cash and cash equivalents 150,292 561,333 (545,948)

Cash and cash equivalents at
 beginning of year 1,266,979 705,646 1,251,594
 --------- -------- ---------

CASH AND CASH EQUIVALENTS AT END OF YEAR $1,417,271 $1,266,979 $705,646
 ========== ========== =========

Supplemental disclosures of cash flows:
Cash paid (refunded) during the year

for (approximately):
 Interest $0 $0 $0
 Income taxes $0 ($141,000) $91,000

The accompanying notes are an integral part of the consolidated financial statements.

Microwave Filter Company and Subsidiaries

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Nature of Business

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. Niagara Scientific, Inc., a wholly owned subsidiary, custom designs case packing machines to automatically pack products into shipping cases. Customers are processors of food and other commodity products with a need to reduce labor cost with a modest investment and quick payback. For the last three years, NSI's sales have consisted of spare parts orders.

b. Basis of Consolidation

The consolidated financial statements include the accounts of Microwave Filter Company, Inc. (MFC) and its wholly-owned subsidiaries, Niagara Scientific, Inc. (NSI) and Microwave Filter International, LTD. (MFI) (dormant); located in Syracuse, New York. All significant intercompany balances and transactions have been eliminated in consolidation.

c. Revenue Recognition

The Company recognizes revenue at the time products are shipped to customers and title and risk of loss have passed to the customer. The Company is not required to install any of its products. Payments received from customers in advance of products shipped are recorded as customer advance payments until earned.

d. Cash and Cash Equivalents

The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and accounts receivable. The Company's cash is held at federally insured institutions and balances may periodically exceed insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk with respect to cash. The Company also routinely assesses the financial strength of its customers and, as a consequence, believes that its trade accounts receivable credit risk exposure is limited.

e. Investments

Investments generally consist of commercial paper, government backed obligations and other guaranteed commercial debt that have an original maturity of more than three months and a remaining maturity of less than one year. Investments are carried at cost which approximates market. The Company's policy is to hold investments until maturity. The Company's practice is to invest cash with financial institutions that have acceptable credit ratings.

f. Trade Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable. The Company reviews its allowance for doubtful accounts monthly. Past due balances over 90 days are reviewed individually for collectibility. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

g. Inventories and Reserve for Obsolescence

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

The Company records a reserve for obsolete or excess inventory. The Company considers inventory quantities greater than a one-year supply based on current year activity as well as any additional specifically identified inventory to be excess. The Company also provides for the total value of inventories that are determined to be obsolete based on criteria such as customer demand and changing technologies.

h. Research and Development

Costs in connection with research and development, which amount to $473,957, $461,954 and $420,570 for the fiscal years 2008, 2007 and 2006, respectively, are charged to operations as incurred.

i. Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets. Buildings and building improvements are depreciated over an estimated service life of 20 to 30 years. Machinery and equipment are depreciated over an estimated useful life of 3 to 10 years. Office equipment and fixtures are depreciated over an estimated useful life of 3 to 10 years. At the time of sale or retirement, the cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is recognized in income.

j. Income Taxes

The Company accounts for income taxes under Statement of Financial Accounting Standards (SFAS) No. 109. 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.

The Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48) as of October 1, 2007. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity's financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes, 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, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. No adjustments were required upon adoption of FIN 48.

K. 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. Income used in the EPS calculation is net income for each year.

l. 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.

m. Miscellaneous Non-operating Income

Miscellaneous non-operating income generally consists of sales of scrap material, stock transfer fees, the forfeiture of non-refundable deposits and other incidental items.

n. Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

o. Warranty Costs

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. Warranty costs were approximately $5,000, $5,000 and $3,000 for the fiscal years 2008, 2007 and 2006, respectively.

p. Impairment of Long-Lived Assets

The carrying values of long-lived assets other than goodwill are generally evaluated for impairment only if events or changes in facts and circumstances indicate that carrying values may not be recoverable. Any impairment determined would be recorded in the current period and would be measured by comparing the fair value of the related asset to its carrying value. Fair value is generally determined by identifying estimated undiscounted cash flows to be generated by those assets. No impairments have been recorded for the years ended September 30, 2008, 2007, and 2006.

q. New Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115". SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. This Statement applies to all entities, including not-for- profit organizations. SFAS 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended September 30, 2009. The Company is currently evaluating the impact of SFAS 159 on its consolidated financial statements.

FASB Interpretation 48 ("FIN 48") was issued in July 2006 to clarify the criteria for recognizing tax benefits under FASB Statement No. 109, Accounting for Income Taxes. The Interpretation defines the threshold for recognizing the benefits of tax-return positions in the financial statements as "more-likely- than-not" to be sustained by the taxing authority and will affect many companies' reported results and their disclosures of uncertain tax positions. The Interpretation does not prescribe the type of evidence required to support meeting the more-likely-than-not threshold, stating that it depends on the individual facts and circumstances. The benefit recognized for a tax position meeting the more-likely-than-not criterion is measured based on the largest benefit that is more than 50 percent likely to be realized. The measurement of the related benefit is determined by considering the probabilities of the amounts that could be realized upon ultimate settlement, assuming the taxing authority has full knowledge of all relevant facts and including expected negotiated settlements with the taxing authority. FIN 48 applies to fiscal years beginning after December 15, 2006, with earlier adoption permitted. The Company adopted FIN 48 in the first quarter of fiscal year 2008 and the adoption did not have a material impact on its consolidated financial statements.

Fair Value Measurements. In September 2006, the FASB published Statement of Financial Accounting No. 157, Fair Value Measurements. This Statement establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The Statement applies only to fair-value measurements that are already required or permitted by other accounting standards and is expected to increase the consistency of those measurements. It will also affect current practices by nullifying the Emerging Issues Task Force (EITF) guidance that prohibited recognition of gains or losses at the inception of derivative transactions whose fair value is estimated by applying a model and by eliminating the use of "blockage" factors by brokers, dealers, and investment companies that have been applying AICPA Guides. The Statement is effective for fair-value measures already required or permitted by other standards for financial statements issued for fiscal years beginning after November 15, 2007 (the Company's fiscal 2009) and interim periods within those fiscal years. Early application is permissible only if no annual or interim financial statements have been issued for the earlier periods. The requirements of the Statement are applied prospectively, except for changes in fair value related to estimating the fair value of a large block position and instruments measured at fair value at initial recognition based on transaction price in accordance with EITF 02-3 or Statement 155.

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard ("SFAS") No. 160, "Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51". SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended September 30, 2010. The Company is currently evaluating the impact of SFAS 160 on its consolidated financial statements.

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard ("SFAS") No. 141(R), "Business Combinations". SFAS 141(R) establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended September 30, 2010. The Company is currently evaluating the impact of SFAS 141(R) on its consolidated financial statements but does not expect it to have a material effect.

In March 2008, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 161, "Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133". SFAS 161 requires enhanced disclosures about an entity's derivative and hedging activities. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 with early application encouraged. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended September 30, 2010. The Company is currently evaluating the impact of SFAS 161 on its consolidated financial statements but does not expect it to have a material effect.

In May 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard ("SFAS") No. 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. SFAS 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company is currently evaluating the impact of SFAS 162 on its consolidated financial statements but does not expect it to have a material effect.

In May 2008, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 163, "Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60" ("SFAS 163"). SFAS 163 interprets Statement 60 and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of that Statement. SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended September 30, 2010. The Company is currently evaluating the impact of SFAS 163 on its consolidated financial statements but does not expect it to have a material effect.

2. INVENTORIES

Inventories net of provision for obsolescence consisted of the following:

 September 30
 2008 2007
 ---- ----
Raw materials and stock parts $471,289 $517,029
Work-in-process 19,147 54,938
Finished goods 109,972 88,684
 -------- ---------
 $600,408 $660,651
 ======== ==========

The Company's reserve for obsolescence equaled $404,457 at September 30, 2008 and $389,726 at September 30, 2007.

3. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following:

 September 30
 2008 2007
 ---- ----

Land $143,000 $143,000
Building and improvements 1,818,633 1,818,633
Machinery and equipment 3,112,939 3,106,412
Office equipment and fixtures 1,668,318 1,645,098
 --------- ---------
 6,742,890 6,713,143
Less: Accumulated depreciation 6,349,636 6,272,134
 --------- ---------
 $393,254 $441,009
 ========== ==========

4. CREDIT FACILITIES

The Company has unused aggregate lines of credit totaling $750,000 collateralized by inventory, equipment and accounts receivable.

5. PROFIT SHARING AND 401-K PLANS

The Company maintains both a non-contributory profit sharing plan and a contributory 401-K plan for all employees over the age of 21 with one year of service. Annual contributions to the profit sharing plan are determined by the Board of Directors and are made from current or accumulated earnings, while contributions to the 401-K plan were matched at a rate of 100% of an employee's first 6% of contributions during fiscal 2008. The maximum corporate match was 6% of an employee's compensation during fiscal 2008.

The Company's matching contributions to the 401-K plan for the years ended September 30, 2008, 2007 and 2006 were $99,122, $103,171 and $97,748, respectively. Additionally, the Company may make discretionary contributions to the non-contributory profit sharing plan. These contributions were $0 in 2008, 2007 and 2006.

6. OBLIGATIONS UNDER OPERATING LEASES

The Company leases equipment under operating lease agreements expiring at various dates through September 30, 2013. Rental expense under these leases for the years ended September 30, 2008, 2007 and 2006 amounted to $11,159, $11,159 and $11,159, respectively.

Minimum rental commitments at September 30, 2008 for these leases are:

 Year Ended Lease
September 30 Payments
------------ --------

 2009 9,564
 2010 7,128
 2011 7,128
 2012 7,128
 2013 7,128
 -------
 $38,076
 =======

7. INCOME TAXES

The provision for income taxes consisted of the following:

 Year Ended September 30
 2008 2007 2006
Currently payable:
 Federal ($16,846) ($149,935) ($128,967)
 State 525 650 650
Deferred (credit) 16,846 149,935 90,785
 ------- ------- -------
 $525 $650 ($37,532)
 ======= ======= =======

A reconciliation of the statutory federal income tax rate and the Company's effective income tax rate is as follows:

Year ended September 30 ______2008______ ______2007______ ______2006______ Amount % Amount % Amount % Statutory tax rate $13,614 34.0% ($99,397)(34.0%) ($152,620) 34.0% Surtax exemption
State income tax net of:
Federal benefit 347 0.9% 429 0.1% 429 0.1% Research and experimentation

 tax credits (30,807) (76.9%) 0 0.0% 0 0.0%
Valuation allowance 17,193 42.9% 99,397 34.0% 90,785 20.2%
Federal AMT rate
 differential 0 0.0% 0 0.0% 0 0.0%
Other 178 0.4% 221 0.1% 23,874 5.3%
 ------- ---- ------- ---- -------- -----
 $525 1.3% $650 0.2% ($37,532) (8.4%)
 ======= ==== ======= ==== ======= ====
47

The temporary differences which give rise to deferred tax assets and (liabilities) at September 30 are as follows:

 2008 2007
 ---- ----
Inventory $145,074 $139,821
Accrued warranty 4,250 4,250
Accrued vacation 56,937 60,892
Accounts receivable 4,080 4,110
Valuation allowance (210,341) (209,073)
 ------- -------
Net deferred tax assets
 (liabilities) - current $0 $0
 ------- -------

Accelerated depreciation $19,669 $7,659
Research and experimentation
 tax credit carry forward 190,678 173,485
AMT credit carry forward 39,399 39,399
NOL carry forward 99,397 99,397
Valuation allowance (349,143) (319,940)
 ------- -------
Net deferred tax assets
 (liabilities) - noncurrent $0 $0
 ------- -------
Net deferred tax assets $0 $0
 ======== =======

As required by Statement of Financial Accounting Standards No. 109, 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. The research and experimentation tax credit carry forwards and NOL carry forwards expire in 2027. At September 30, 2008, the Company's federal AMT credit can be carried forward indefinitely.

8. INDUSTRY SEGMENT DATA

The Company's primary business segment 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.

9. STOCK OPTIONS

On April 9, 1998, the Board of Directors and Shareholders of Microwave Filter Company, Inc. approved the 1998 Microwave Filter Company, Inc. Incentive Stock Plan (the "1998 Plan"). Under the 1998 Plan, the Company may grant incentive stock options ("ISOs"), non-qualified stock options ("NQSOs") and stock appreciation rights to directors, officers and employees of the Company and its affiliates. The 1998 Plan reserved 150,000 shares for issuance. The exercise price of the ISOs and NQSOs will be 100% of the fair market value of the Common Stock on the date the ISOs and NQSOs are granted. On June 21, 2004, the Board of Directors granted ISOs totaling 115,000 shares and NQSOs totaling 35,000 shares at an exercise price of $1.47. All options granted were 100% vested. The 1998 Plan terminated on April 10, 2008.

A summary of all stock option activity and information related to all options outstanding follows:

 2008
 --------
 ISOs NQSOs
 -------- --------
 Exercise Shares Exercise Shares
 Price Price
 -------- -------- -------- --------
Outstanding at
 beginning of year $1.47 108,548 $1.47 30,000
Granted - 0 - 0
Exercised - 0 - 0
Cancelled $1.47 108,548 $1.47 30,000
 ----- -------- ----- --------
Outstanding at
 end of year - 0 - 0
 ----- -------- ----- --------
Exercisable at
 end of year - 0 - 0
 ----- -------- ------ --------

 2007
 --------
 ISOs NQSOs
 -------- --------
 Exercise Shares Exercise Shares
 Price Price
 -------- -------- -------- --------
Outstanding at
 beginning of year $1.47 108,548 $1.47 30,000
Granted - 0 - 0
Exercised - 0 - 0
Cancelled - 0 - 0
 ------ -------- ------ --------
Outstanding at
 end of year $1.47 108,548 $1.47 30,000
 ------ -------- ------ --------

Exercisable at
 end of year $1.47 108,548 $1.47 30,000
 ------ -------- ------- --------

10. LEGAL MATTERS

There are currently no material pending legal proceedings against the Company or its subsidiaries.

11. SUBSEQUENT EVENTS

On October 13, 2008, the Company purchased 244,007 shares of it's stock from one shareholder at a cost of $122,003.

12. SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

The following table sets forth certain unaudited quarterly financial information For the years ended September 30, 2008 and 2007:

 2008 Quarter Ended
 -----------------------------------------------------
 Dec. 31 March 31 June 30 Sept. 30
 ---------- ---------- ---------- ----------
Net sales $1,343,311 $1,216,664 $1,362,359 $1,308,791

Cost of sales $ 828,872 $ 816,260 $ 819,505 $ 829,269

Net income (loss) $ 37,750 $ (79,122) $ 54,256 $ 26,632

Earnings (loss)
 per common share: $ .01 $ (.03) $ .02 $ .01


 2007 Quarter Ended
 -----------------------------------------------------
 Dec. 31 March 31 June 30 Sept. 30
 ---------- ---------- ---------- ----------
Net sales $1,045,073 $1,276,391 $1,122,960 $1,189,809

Cost of sales $ 708,973 $ 792,194 $ 766,586 $ 767,732

Net (loss) income $ (130,564) $ 24,792 $ (149,075) $ (38,146)

(Loss) earnings
 per common share: $ (.04) $ .01 $ (.05) $ (.01)

EXHIBIT INDEX

 Page

Exhibit No. Description Number

3.1 MFC Certificate of Corporation, as amended. *

3.2 MFC Amended and Restated Bylaws. *

10.1 Bond Purchase Agreement dated as of February 22,1984 *
 among MFC, Onondaga County Industrial Development Agency
 ("OCIDA") and Key Bank of Central New York ("Bondholder").

10.2 Lease Agreement dated as of February 22, 1984 between MFC and OCIDA. *

10.3 Mortgage and Security Agreement dated as of February 22, 1984 from *
 MFC and OCIDA to the Bondholder.

10.4 Guaranty Agreement dated as of February 22, 1984 from MFC to OCIDA *
 and the Bondholder.

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

* Previously filed

Microwave Filter Company and Subsidiaries

Schedule II - VALUATION AND QUALIFYING ACCOUNTS

SEPTEMBER 30, 2008, 2007 and 2006

Col. A Col. B Col. C Col. D Col. E
 Additions
 Balance at Charged to Charged to Balance
 Beginning Costs and Other at End
Description of Period Expenses Accounts Deductions of Period
----------- --------- ----------------------- ---------- ----------

Year ended September 30, 2008
Allowance for doubtful accounts $12,087 $419 $250 $756 $12,000
Inventory valuation reserves 389,726 14,731 404,457
 -------- ------- ------ ------- --------
 $401,813 $15,150 $250 $756 $416,457
 ======== ======= ====== ======= ========


Year ended September 30, 2007
Allowance for doubtful accounts $11,537 $0 $550 $0 $12,087
Inventory valuation reserves 389,200 526 389,726
 -------- ------- ------ ------- --------
 $400,737 $526 $550 $0 $401,813
 ======== ======= ====== ======= ========


Year ended September 30, 2006
Allowance for doubtful accounts $16,390 $0 $0 $4,853 $11,537
Inventory valuation reserves 362,139 27,061 389,200
 -------- ------- ------ ------- --------
 $378,529 $27,061 $0 $4,853 $400,737
 ======== ======= ====== ======= ========

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