UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-Q/A



xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended June 30, 2016



or



oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from to



Commission File Number 000-54355





|AmpliTech Group, Inc.                                 
|------------------------------------------------------
|(Exact name of registrant as specified in its charter)





|Nevada                                                         |  | 27-4566352                             
|-------------------------------------------------------------- |  | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



620 Johnson Avenue

Bohemia, NY 11716

(address of principal executive offices) (Zip Code)



631-521-7831

(Registrant's telephone number, including area code)



Indicate by check mark whether registrant (1) has filed all reports 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 xNo o



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes xNo  ̈



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one):





|Large accelerated filer                       | o | Accelerated filer         | o
|--------------------------------------------- | - | ------------------------- | -
|Non-accelerated filer                         | o | Smaller reporting company | x
|(Do not check if a smaller reporting company) |   |                          



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes oNo x



As of August 17, 2016, the registrant had 46,136,326 shares of common stock, par value $0.001 per share, issued and outstanding.









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AMPLITECH GROUP, INC.

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QUARTERLY REPORT ON FORM 10-Q/A

June 30, 2016



EXPLANATORY NOTE



AmpliTech Group, Inc.( the "Company") is filing this Amendment No. 1 to Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 12, 2016 (the "Quarterly Report") for the sole purpose of correcting the percentage provided for in the comparative income (loss) from operations for the three months ended June 30, 2016 to June 30, 2015 in Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. The percentage provided was 7.43%, but the actual percentage should have been 743% so that the corrected sentence should be as follows:



Income (Loss) From Operations



As a result of the above, the Company had net income from operations of $159,585 for the three months ended June 30, 2016 compared to net income from operations of $18,932 for the three months ended June 30, 2015, an increase of $140,653 or 743%.



This Form 10-Q/A includes Exhibits 31.1, 31.2, 32.1 and 32.2, new certifications by the company's principal executive officer and principal financial officer as required by Rule 12b-15.



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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





|                      | AmpliTech Group, Inc. |                                                                   
|--------------------- | --------------------- | ------------------------------------------------------------------
|                      |                       |                                                                   
|Date: August 18, 2016 | By:                   | /s/ Fawad Maqbool                                                 
|                      |                       | Fawad Maqbool                                                     
|                      |                       | President and Chief Executive Officer(Principal Executive Officer)





|Date: August 18, 2016 | By: | /s/ Louisa Sanfratello                                                 | 
|--------------------- | --- | ---------------------------------------------------------------------- | 
|                      |     | Louisa SanfratelloChief Financial Officer(Principal Financial Officer)







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