UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-K/A

Amendment No. 1

———————



þANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



for the fiscal year ended December 31, 2015



oTRANSITION REPORT UNDER 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) |  | (I.R.S. Employer Identification No.)



6622 Southpoint Drive South, Ste. 310, Jacksonville, Florida 32216

(Address of Principal Executive Office)



(904) 652-1616

(Registrants telephone number, including area code)



Securities Registered Under Section 12(b) of the Exchange Act: None



Securities Registered Under Section 12(g) of the Exchange Act:

Common Stock, $.001 par value



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 þ



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act of 1933. Yes o   No þ



Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 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 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 þ   No o



Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and no disclosure will be contained, to the best of the 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.  o



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or smaller reporting company. See definition 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 þ



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



The registrant had 65,008,605 shares of common stock outstanding as of March 31, 2016.  The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2015, was approximately $15.8 million computed by reference to the closing price of such common stock on such date on the OTCQB.









---





EXPLANATORY NOTE



We are amending our Annual Report on Form 10-K for the year ended December 31, 2015 to correct certain missing information regarding fees paid to our independent registered public accounting firm which were inadvertently left out of the original submission. Specifically, ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESwhich was originally intended to be incorporated by reference to the Company's definitive proxy statement for the 2016 annual meeting of stockholders has now been included in this amended filing. In addition, we are revising the schedule of exhibits under Item 15 to conform to the exhibits attached.



Except as described above, this Amendment No. 1 does not amend any information set forth in the Original Filing and we have not updated disclosures contained therein to reflect any events that occurred on a date subsequent to the date of the Original Filing.



In addition, as required by Rule 12b-15 under the Exchange Act, new certifications by our principal executive officer and principal financial and accounting officer are filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof.

















---





TABLE OF CONTENTS



|           |                                         |     
|---------- | --------------------------------------- | ----
|           |                                         | PAGE
|           | PART III                                |     
|           |                                         |     
|Item 14.   | Principal Accountant Fees and Services  | 1   
|           |                                         |     
|           | PART IV                                 |     
|           |                                         |     
|Item 15.   | Exhibits, Financial Statement Schedules | 2   
|           |                                         |     
|SIGNATURES | 3                                      















---





PART III



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.



Fees Billed For Audit and Non-Audit Services



The following table represents the aggregate fees billed for professional audit services rendered by the independent registered public accounting firm Salberg & Company P.A. for services for the years ended December 31, 2015 and 2014.



|                                   |  |      |        |  |      |   |        | 
|---------------------------------- |  | ---- | ------ |  | ---- | - | ------ | 
|                                   |  | 2015 |        |  | 2014 |  
|                                   |  |      |        |  |      |  
|Audit Fees (1)                     |  | $    | 83,600 |  |      | $ | 40,300 | 
|Audit-Related Fees (2)             |  |      |       |  |      |   |       | 
|Tax Fees (3)                       |  |      |       |  |      |   |       | 
|All Other Fees (4)                 |  |      |       |  |      |   |       | 
|Total Accounting fees and Services |  | $    | 83,600 |  |      | $ | 40,300 | 



(1)

Audit Fees. These are fees for professional services for the audit of our annual financial statements, and for the review of the financial statements included in our filings on Form 10-K and Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements.

(2)

Audit-Related Fees. These are fees for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrants financial statements.

(3)

Tax Fees. These are fees for professional services rendered by the principal accountant with respect to tax compliance, tax advice, and tax planning.

(4)

All Other Fees. These are fees for products and services provided by the principal accountant, other than the services reported above.







1



---





PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.



(a)

Exhibits



|            |  |                                                                                                                                                   
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Description                                                                                                                               
|            |  |                                                                                                                                                   
|3.1         |  | Amended and Restated Articles of Incorporation (incorporated by reference from the Current Report on Form 8-K filed on April 7, 2015)             
|3.2         |  | Amendment to Amended and Restated Articles of Incorporation (incorporated by reference from the Current Report on Form 8-K filed on July 13, 2015)
|3.3         |  | Bylaws of Duos Technologies Group, Inc. (incorporated by reference from the Current Report on Form 8-K filed on April 13, 2015)                   
|21          |  | List of Subsidiaries                                                                                                                              
|31.1        |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended*                           
|31.2        |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended*                           
|32.1        |  | Certification of Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                  
|32.2        |  | Certification of Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                  



*  Attached hereto















2



---





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: April 12, 2016 | By:                           | /s/ Gianni B. Arcaini                                 
|                     |                               | Gianni B. Arcaini
Chairman and Chief Executive Officer
|                     |                               |                                                       
|Date: April 12, 2016 | By:                           | /s/ Adrian G. Goldfarb                                
|                     |                               | Adrian G. Goldfarb
Chief Financial Officer            















3