UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q/A



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|------------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|þ                                                                   | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|For the quarterly period ended September 30, 2016                  
|OR                                                                 
| ̈                                                                   | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period from ________________ to ________________



Commission file number 000-55497



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



|                                                               |                                  
|-------------------------------------------------------------- | ---------------------------------
|FLORIDA                                                        | 65-0493217                       
|(State or other jurisdiction of
incorporation or organization) | (IRS Employer Identification No.)
|                                                               |                                  
|6622 Southpoint Drive South, Suite 310,
Jacksonville, Florida  | 32216                            
|(Address of principal executive offices)                       | (Zip Code)                       



Registrants telephone number, including area code: (904) 296-2807



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 þ  No  ̈



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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ  No  ̈



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.



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



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ̈  No þ



As of November 14, 2016, Duos Technologies Group, Inc. had outstanding 66,070,698 shares of common stock, par value $0.001 per share.









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Explanatory Note



This Amendment No. 1 on Form 10-Q/A (Amendment No. 1) to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (the Original Filing) of Duos Technologies Group, Inc. (the Company) is being filed solely for the purpose of amending and restating in its entirety Part I, Item 4 (Controls and Procedures) to change the conclusions regarding the Companys disclosure controls and procedures as of September 30, 2016. In the Original Filing, the Company erroneously reported that its controls and procedures were not effective as of September 30, 2016 due to a material weakness noted in the Original Filing. In fact, the Companys control and procedures were effective as of September 30, 2016. The Amendment No.1 corrects the disclosure to Part I, Item 4 (Controls and Procedures).



In accordance with Rule 12b-15 under the U.S. Securities Exchange Act of 1934 (the Securities Exchange Act), Part I, Item 4 of the Original Filing have been amended and restated in its entirety, and Part II, Item 6 (Exhibits) of the Original Filing has been amended solely to include as exhibits the new certifications required by Rule 13a-14(a) under the Securities Exchange Act.



This Amendment No. 1 does not amend or otherwise update any other information in the Original Filing. Except as noted above, this Amendment No. 1 does not reflect events occurring after the filing of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.







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FORM 10-Q/A INDEX



|        |                                |  
|------- | ------------------------------ | -
|        | PART I  FINANCIAL INFORMATION |  
|        |                                |  
|Item 4. | Controls and Procedures        | 1
|        |                                |  
|        | PART II  OTHER INFORMATION    |  
|        |                                |  
|Item 6. | Exhibits                       | 2



|           |  
|---------- | -
|SIGNATURES | 3







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PART I. FINANCIAL INFORMATION



ITEM 4. CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



With the participation of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as such term is 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 upon such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.



Changes in Internal Control over Financial Reporting



There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended September 30, 2016 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.





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PART II. OTHER INFORMATION



ITEM 6. EXHIBITS



The Exhibits listed under Part II, Item 6 of the Original Filing are hereby amended solely to include as exhibits the new certifications required by Rule 13a-14(a) under the Securities Exchange Act.



|        |  |                                                                           
|------- |  | --------------------------------------------------------------------------
|Exhibit |  |                                                                           
|No.     |  | Exhibit Description                                                       
|        |  |                                                                           
|31.1    |  | Certification of Principal Executive Officer (302)                        
|31.2    |  | Certification of Principal Financial Officer (302)                        
|32.1    |  | Certification of Principal Executive and Principal Financial Officer (906)
|        |  |                                                                           







2



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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, there unto duly authorized.

|                        |                                                        |                       
|----------------------- | ------------------------------------------------------ | ----------------------
|                        |                                                       
|                        | DUOS TECHNOLOGIES GROUP, INC.                         
|Date: December 14, 2016 | By:                                                    | /s/ Gianni B. Arcaini 
|                        | Gianni B. Arcaini
Chairman and Chief Executive Officer
|                        |                                                       
|Date: December 14, 2016 | By:                                                    | /s/ Adrian G. Goldfarb
|                        | Adrian G. Goldfarb
Chief Financial Officer            











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