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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-K**

Amendment No.1

 

(Mark One)

 

x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

**For The Fiscal Year Ended December 31, 2017**

 

or

 

| o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------------------------------------------------------------------------------------------|

 

**Commission File No. 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 No.) |
|                                                                 |        |                                   |
| **620 Johnson Avenue**

**Bohemia, NY 11716**                   |        |  

**11716**                      |
| (Address of principal executive offices)                        |   | (Zip Code)                             |

 

Registrant’s telephone number, including area code: **(631) 521-7831**

 

Securities registered pursuant to Section 12(b) of the Exchange Act:**None.**

 

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

 

**Common stock, par value $0.001 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 o 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 o 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 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 x No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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. x

 

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

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ̈

 

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

 

The aggregate market value of the registrant’s common stock, par value $0.001 per share, held by non-affiliates of the registrant, based on the closing price of the common stock as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $1,883,828. 

 

As of March 20, 2018, the registrant had 46,636,326 shares of common stock issued and outstanding.

 

    

**EXPLANATORY NOTE**

 

This Amendment No. 1 to the Annual Report on Form 10-K of AmpliTech Group, Inc. (the “Company”) amends Item 9A of the Company’s Annual Report on Form 10-K for the period ended December 31, 2017, which was filed with the Securities and Exchange Commission on April 2, 2018 (the “Original Filing”). This Amendment No.1 is being filed solely to address the comments of the Securities and Exchange Commission, in a letter to the Company, dated November 29, 2018, included in Item 9A of this Amendment No. 1. 

 

Except as described above, this Amendment No. 1 does not include, amend, update, or change any other information contained in the Original Filing. 

 

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**ITEM 9A. Controls and Procedures**

 

*Evaluation of Disclosure Controls and Procedures*

 

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. 

 

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented. 

 

*Management’s Report on Internal Control over Financial Reporting.*

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and Principal Accounting Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 

 

The framework our management uses to evaluate the effectiveness of our internal control over financial reporting is based on the guidance provided by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013). Based on our evaluation under the framework described above, our management has concluded that our internal control over financial reporting was ineffective as of December 31, 2017 due to the same material weaknesses that rendered our disclosure controls and procedures ineffective. The Company’s internal control over financial reporting is not effective due to a lack of sufficient resources to hire a support staff in order to separate duties between different individuals. The Company lacks the appropriate personnel to handle all the varying recording and reporting tasks on a timely basis. The Company plans to address these material weaknesses as resources become available by hiring additional professional staff as funding becomes available, outsourcing certain aspects of the recording and reporting functions, and separating responsibilities. We have identified the following material weaknesses. 

 

1. As of December 31, 2017, we did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees the accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness. 

 

2. As of December 31, 2017, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness. 

 

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2017, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the COSO. 

 

 3  

 

**Item 15. Exhibits and Financial Statement Schedules.**

 

| ***Exhibit No.*** |   | ***Description***                                                      |
|-------------------|--------|------------------------------------------------------------------------|
|                   |        |                                                                   |
| 31.1              |   | Rule 13a-14(a)/ 15d-14(a) Certification of Principal Executive Officer |
| 31.2              |   | Rule 13a-14(a)/ 15d-14(a) Certification of Principal Financial Officer |
| 32.1              |   | Section 1350 Certification of Principal Executive Officer              |
| 32.2              |   | Section 1350 Certification of Principal Financial Officer              |

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) 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: December 6, 2018 | By:                       | */s/ Fawad Maqbool*         |  |
|                   |                      | President, CEO and Chairman |   |

 

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 dates indicated.

 

| **Name**                 |   | **Title**                                                        |   | **Date**         |
|--------------------------|--------|------------------------------------------------------------------|--------|------------------|
|                          |        |                                                                  |        |             |
| */s/ Fawad Maqbool*      |   | President, Chief Executive Officer and                           |   | December 6, 2018 |
| Fawad Maqbool            |   | Chairman of the Board of Directors (principal executive officer) |        |                  |
|                          |        |                                                                  |        |             |
| */s/ Louisa Sanfratello* |   | Chief Financial Officer and Secretary                            |   | December 6, 2018 |
| Louisa Sanfratello       |   | (principal financial and accounting officer)                     |        |                  |

 

 

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