Attached files
| file | filename |
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| EX-31.1 - CERTIFICATION - AmpliTech Group, Inc. | atgi_ex311.htm |
| EX-32.1 - CERTIFICATION - AmpliTech Group, Inc. | atgi_ex321.htm |
| EX-31.2 - CERTIFICATION - AmpliTech Group, Inc. | atgi_ex312.htm |
| EX-32.2 - CERTIFICATION - AmpliTech Group, Inc. | atgi_ex322.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
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x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For The Fiscal Year Ended December 31, 2012
or
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o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File No. 000-54355
AmpliTech Group, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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27-4566352
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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35 Carlough Rd. #3
Bohemia, NY 11716
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11716
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(Address of principal executive offices)
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(Zip Code)
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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 o No x
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.
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Large accelerated filer
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o
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Accelerated filer
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Non-accelerated filer
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o
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Smaller reporting company
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x
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(Do not check if a smaller reporting company)
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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 $0.
As of April 9, 2013, the registrant had 19,994,863 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
EXPLANATORY NOTE
AmpliTech Group, Inc. (together with its subsidiary, “we,” “us,” or the “Company”) is filing this Amendment No. 1 to Annual Report on Form 10-K/A (this “Amendment”) to amend its Annual Report on Form 10-K for the year ended December 31, 2012, originally filed on April 16, 2013 (the “Original Filing”). This Amendment is being filed to (i) amend the disclosure contained in Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, (ii) amend the disclosure in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (iii) amend the disclosure in Item 10. Directors, Executive Officers and Corporate Governance. In addition, as required by Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Amendment.
This Amendment is being filed to correct, two typographical errors in Item 5 and Item 7, respectively, and an error relating to Ms. Louisa Sanfratello’s current position at a third-party entity in her biography in Item 10.
Except for the information described above, this Amendment does not reflect events occurring after the filing of the Original Filing and unless otherwise stated herein, the information contained in the Amendment is current only as of the time of the Original Filing. Except as described above, no other changes have been made to the Original Filing. Accordingly, the Amendment should be read in conjunction with the Company’s filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing.
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PART II
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Market Information
Our common stock has become quoted on the OTC Bulletin Board under the symbol “AMPG” since February 22, 2013. No established public trading market exists for the Company’s common stock.
The quotations of the closing prices reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.
Holders
As of April 9, 2013, there were 54 holders of record of our common stock. This does not reflect the number of persons or entities who held stock in nominee or street name through various brokerage firms.
Dividend Policy
We have never declared or paid dividends on our common stock. We do not anticipate paying any dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. Any future determination to declare dividends will be subject to the discretion of our board of directors and will depend on various factors, including applicable laws, our results of operations, financial condition, future prospects and any other factors deemed relevant by our board of directors.
Recent Sales of Unregistered Securities
On August 13, 2012, we assumed certain the obligations and rights under a number of convertible notes in an aggregate principal amount of $212,500 that were issued by our wholly owned subsidiary AmpliTech, Inc. pursuant to an assignment and assumption agreement among the noteholders, AmpliTech, Inc. and us, We cancelled the original notes and issued new convertible notes to the original note holders (the “Convertible Notes”). The Convertible Notes has a six-month term and compounds annually and accrues at 8% per annum from the issue date through the maturity date. The holders are entitled to convert any portion of the outstanding and unpaid amount into our common stock at conversion price of $0.10 per share. The holders have “piggyback” registration rights with respect the shares issued or issuable upon conversion. The issuance of these Convertible Notes was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof as a transaction by an issuer not involving a public offering.
On February 28, 2013, the Company issued a total of 119,863 shares of the Company’s restricted common stock, to the holders of Convertible Notes, representing the interest accrued through the notice date dividing by the conversion price, upon their conversion of the Convertible Notes. The issuance of these shares was exempt from the registration requirements of the Securities Act, pursuant to Section 4(2) thereof as a transaction by an issuer not involving a public offering.
On September 21, 2012, the Company issued a promissory note in a principal amount of $20,000. This note has a six-month term and compounds annually and accrues at 12% per annum from the issue date through the maturity date. The issuance of this note was exempt from the registration requirements of the Securities Act, pursuant to Section 4(2) thereof as a transaction by an issuer not involving a public offering.
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On November 14, 2012, the Company issued a promissory note in a principal amount of $30,000. This note has a six-month term and compounds annually and accrues at 12% per annum from the issue date through the maturity date. The issuance of this note was exempt from the registration requirements of the Securities Act, pursuant to Section 4(2) thereof as a transaction by an issuer not involving a public offering.
On February 1, 2013, the Company issued a promissory note in a principal amount of $50,000, in exchange for the holder’s cancellation of two notes held by him and issued by the Company in 2012. The terms and conditions of this note are identical to that of the Convertible Notes as described above. The issuance of these shares was exempt from the registration requirements of the Securities Act, pursuant to Section 4(2) thereof as a transaction by an issuer not involving a public offering.
On February 8, 2013, the Company issued a promissory note in a principal amount of $50,000. The terms and conditions of this note are identical to that of the Convertible Notes as described above. The issuance of these shares was exempt from the registration requirements of the Securities Act, pursuant to Section 4(2) thereof as a transaction by an issuer not involving a public offering.
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto included in “Item 8. Financial Statements and Supplementary Data.”
Forward-Looking Statements
In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors.
Business Overview
We design, engineer and assemble micro-wave component based amplifiers that meet individual customer specifications. Our products consists of RF amplifiers and related subsystems, operating at multiple frequencies from 50kHz to 44GHz, including Low Noise Amplifiers, Medium Power Amplifiers, oscillators, filters, and custom assemblies such as MMIC (Monolithic Microwave Integrated Circuit) and MIC ( Microwave Integrated Circuit) designs. We also offer non-recurring engineering services on a project-by-project basis, for a predetermined fixed contractual amount, or on a time plus material basis.
Recent Developments
Acquisition of Amplitech, Inc.
On August 13, 2012, we completed a securities exchange whereby we acquired all of the issued and outstanding membership interests of AmpliTech, Inc. in exchange for 16,675,000 shares of our common stock which shares constituted approximately 94% of our outstanding shares of common stock on a fully diluted basis as of and immediately after the consummation of the securities exchange (such transaction as “Securities Exchange”).
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As a result of the Securities Exchange, AmpliTech, Inc. became our wholly owned subsidiary and Fawad Maqbool became our principal stockholders. The Securities Exchange was treated as a recapitalization effected through a securities exchange, with AmpliTech, Inc. as the accounting acquirer and the Company the accounting acquiree.
In connection with the Securities Exchange, Scott R. Chichester resigned as members of our Board of Directors and as officers of the Company, effective upon the closing of the Securities Exchange. Also effective upon closing of the Securities Exchange, Fawad Maqbool was appointed as the Chairman of the Board of Directors to fill the vacancies on our Board of Directors created by the resignation of Chichester. In addition, our Board of Directors appointed Mr. Maqbool as our President, Chief Executive Officer, and Secretary, Louisa Sanfratello as our Chief Financial Officer, all effective upon the closing of the Securities Exchange.
On July 31, 2012, in anticipation of the closing of the Securities Exchange, we filed with the Secretary of the State of Nevada a Certificate of Amendment to our Articles of Incorporation to change our name from Bayview Acquisition Corp to AmpliTech Group, Inc., to more accurately reflect our new business operations.
Convertible Notes
On August 13, 2012, we assumed certain the obligations and rights under a number of convertible notes in an aggregate principal amount of $212,500 that were issued by our wholly owned subsidiary AmpliTech, Inc. pursuant to an assignment and assumption agreement among the noteholders, AmpliTech, Inc. and us, We cancelled the Original Notes and issued new convertible notes to the original note holders (the “Convertible Notes”). The Convertible Notes has a six-month term and compounds annually and accrues at 8% per annum from the issue date through the maturity date. The holders are entitled to convert any portion of the outstanding and unpaid amount into our common stock at conversion price of $0.10 per share. The holders have “piggyback” registration rights with respect the shares issued or issuable upon conversion.
On February 15, 2013, the Company received conversion notices from the holders of the Convertible Notes, whereby the Holders requested the Company to covert, the principal amounts and interests accrued until the notice date, into shares of the Company’s common stock. On February 28, 2012, the Company issued the holders a total of 2,000,000 shares of the Company’s common stock, which are covered on the Registration Statement on Form S-1 (No. 333-183291), representing their principal amounts dividing by the conversion price, and a total of 119,863 shares of the Company’s restricted common stock, to the holders representing their interest accrued through the notice date dividing by the conversion price.
OTC Bulletin Board
On February 20, 2013, the Company received approval by Financial Industry Regulatory Authority (FINRA) for adding the Company’s common stock on the OTC Bulletin Board, effective the next day. The Company’s common stock has become quoted on the OTC Bulletin Board under the symbol “AMPG” on February 22, 2013.
Results of Operations
Our auditor has indicated in their report on our financial statements for the fiscal years ended December 31, 2012 that conditions exist that raise substantial doubt about our ability to continue as a going concern due to our recurring losses from operations, deficit in equity, and the need to raise additional capital to fund operations. A “going concern” opinion could impair our ability to finance our operations through the sale of debt or equity securities.
As of December 31, 2012, the Company had a working capital deficit of $599,787 and an accumulated deficit of $672,476. Additionally, there was a net loss of $192,995 for the year ended December 31, 2012 and there was minimal profit of $9,853 for the year ended December 31, 2011. These factors raise substantial doubt as to the ability of the Company to continue as a going concern. The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. We plan to improve the Company’s financial condition by raising working capital from the issuance of additional notes with equity convertible features and pursue new customers and acquisition prospects to improve our operational results. However, there is no assurance that the Company will be successful in accomplishing these objectives. If adequate funds are not available, our business would be jeopardized and we may not be able to continue. If we ceased operations, it is likely that all of our investors would lose their investment.
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For Years Ended December 31, 2012 and December 31, 2011
Revenues
Sales increased to $996,995 for the year ended December 31, 2012 from $906,829 for the year ended December 31, 2011, an increase of $90,166, or approximately 10%. This increase results primarily from several larger orders from certain overseas customers for the sale of low power amplifiers units for 2012 as compared to 2011.
Cost of Goods Sold and Gross Profit
Cost of Goods Sold increased from $348,194 in 2011 to $597,090 in 2012, an increase of $248,896, or approximately 71%. This increase was the direct result of selling units on larger orders at a significantly reduced gross margin. As a result, the gross profit declined to $399,905 for 2012 compared to $558,635 for 2011, a decrease of $158,730, and the gross margin declined to approximately 40% for 2012 compared to approximately 62% for 2011.
General and Administrative Expenses
General and administrative expenses increased from $479,758 in 2011 to $516,328 in 2012, an increase of $36,570, or approximately 8%. This increase was the direct result of legal, accounting and consulting fees incurred related to the Company’s filing of registration statement on Form S-1 in 2012.
Other Income (Expenses)
Interest Expense increased $18,237 when comparing the year ended December 31, 2011 to the year ended December 31, 2012. This increase results directly from financing in 2012 related to the Capital Lease obligation as well as accrued interest related to the Convertible Notes.
Net Income (Loss)
As a result of the reduced gross profit and increase in general and administrative expenses described above from 2011 to 2012, the Company had a net loss of $192,995 in 2012 compared to net income of $9853 in 2011. This represents an overall decrease of $202,848 from 2011 to 2012.
Liquidity and Capital Resources
We have historically financed our operations through debt from third party lenders, notes issued to various private individuals and funds advanced from the majority shareholder, who is also the President and Chief Executive Officer of the Company.
As of December 31, 2012 and December 31, 2011, we had cash and cash equivalents of $27,716 and $54,038, respectively, a working capital deficit of $599,787 and $290,061, respectively, and an accumulated deficit of $672,476 and $485,822, respectively.
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The net cash provided by operating activities for the year ended December 31, 2012 was $62,817, which was primarily the result of a decrease in accounts receivable and the tax credit receivable. The net cash used by operating activities for the year ended December 31, 2011 was $68,951, which resulted primarily from a decrease in customer deposits, accounts payable and accrued expenses.
The net cash used by financing activities for the year ended December 31, 2012 was $86,239, where funds raised from the issuance of notes were used to make repayments for existing loan, notes and capital lease as well as advanced from our majority shareholder, President and Chief Executive Officer to the Company. Net cash provided by financing activities was $128,128 for the year ended December 31, 2011, which results primarily from factor financing advances against accounts receivable as collateral.
We intend to finance our internal growth with cash on hand, cash provided from operations, borrowings, debt or equity offerings, or some combination thereof. We believe that our cash provided from operations and cash on hand will provide sufficient working capital to fund our operations for the next twelve months.
Financing Activities
In September 2011, we entered into a Master Factoring Agreement with a private lender to finance 80% of Domestic Accounts Receivable, with recourse, plus 40% of Domestic Sales Orders. The total credit facility is $300,000, including a maximum of $50,000 to finance Domestic Sales Orders until such time as they are converted to Accounts Receivable. The discount fee charged by the Factor to finance the Accounts Receivable is 2% of the customer invoice for the first thirty days, plus 1% for each fifteen-day period thereafter to a maximum of ninety days at which time the invoice is charged back to the Company with full recourse. The discount fee related to financed Sales Orders is 2% per each thirty day period until converted to Accounts Receivable. A factoring arrangement is significantly more expensive than traditional accounts receivable financing, which the Company could not obtain given a history of operating losses, a working capital deficit and an accumulated deficit. The Company needed this factoring arrangement to increase production, fulfill customer orders in a timely manner and reduce the backlog of sales orders to a manageable level.
Beginning in April 2012, the Company issued a series of six month Convertible Promissory Notes totaling $212,500. These notes accrued interest at a rate of 8% per annum and are convertible, at the sole discretion of the holder, into shares of common stock representing a 1.25% equity interest in Amplitech, on a fully diluted basis, for each $25,000 invested. On February 15, 2013, the holders of the Convertible Promissory Notes outstanding at December 31, 2012 with a principle balance of $200,000 elected to convert the notes to 2,000,000 shares of the Company common stock. The shares underlying these notes were registered in the S-1 filed with the SEC that was declared effective on January 18, 2013. As such, these shares of common stock were issued as free trading. In addition, these notes accrued interest through the date of conversion in the amount of $11,986. Pursuant to the Convertible Promissory Note terms, Group issued an additional 119,863 restricted common shares in full payment of the accrued interest due each note holder.
In May 2012, the Company acquired certain testing equipment under the terms of a capital lease valued at approximately $159,000. The lease term is for three years with monthly payments of $4,849, including interest at 6% per annum.
On February 1, 2013, the Company issued a promissory note in a principal amount of $50,000, in exchange for the holder’s cancellation of two notes held by him and issued by the Company in 2012. On February 8, 2013, the Company issued a promissory note in a principal amount of $50,000. The terms and conditions of this note are identical to that of the Convertible Notes as described above, which means, that these two notes have a six-month term and compounds annually and accrues at 8% per annum from the issue date through the maturity date, the holders are entitled to convert any portion of the outstanding and unpaid amount into our common stock at conversion price of $0.10 per share, and the holders have “piggyback” registration rights with respect the shares issued or issuable upon conversion.
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Critical Accounting Policies, Estimates and Assumptions
The SEC defines critical accounting policies as those that are, in management's view, most important to the portrayal of our financial condition and results of operations and those that require significant judgments and estimates.
The discussion and analysis of our financial condition and results of operations is based upon our financial statements that have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities. On an on-going basis, we evaluate our estimates including the allowance for doubtful accounts, the salability and recoverability of inventory, income taxes and contingencies. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We cannot predict what future laws and regulations might be passed that could have a material effect on our results of operations. We assess the impact of significant changes in laws and regulations on a regular basis and update the assumptions and estimates used to prepare our financial statements when we deem it necessary.
Basis of Accounting
The accompanying consolidated financial statements have been prepared using the accrual basis of accounting.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated.
Cash and Cash Equivalents
The Company considers deposits that can be redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents. Company’s cash and cash equivalents were deposited primarily in one financial institution.
Allowance for Doubtful Accounts
The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company’s estimate is based on historical collection experience and a review of the current status of Accounts Receivable. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change in the future.
Depreciation and Amortization
Property and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally, accelerated depreciation methods) for tax purposes where appropriate. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements.
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Income Taxes
The Company accounts for income taxes under the provisions of Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 740 “Income Tax”. ASC 740 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and tax bases of certain assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has adopted the provisions of FASB ASC 740-10-05 “Accounting for Uncertainty in Income Taxes”. The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
Income (Loss)Per Common Share
Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares (such as stock options and convertible securities) had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the periods presented.
Inventory Obsolescence
Inventory quantities and related values are analyzed at the end of each fiscal quarter to determine those items that are slow moving or obsolete. An inventory reserve is recorded for those items determined to be slow moving with a corresponding charge to cost of goods sold. Inventory items that are determined obsolete are written off currently with a corresponding charge to cost of goods sold.
Revenue Recognition
Revenue is recognized on an accrual basis immediately as a sale based on FOB shipping point. There are no maintenance or service contracts related to any product sale.
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 the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results could differ from those estimates.
Off Balance Sheet Transactions
As of December 31, 2012, we did not have any off-balance sheet arrangements.
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PART III
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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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Our executive officers and sole director are as follows:
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Name
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Age
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Position
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Fawad Maqbool (1)
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52
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Chairman, President, Chief Executive Officer, and Treasurer
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Louisa Sanfratello (2)
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48
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Chief Financial Officer and Secretary
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(1)
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Mr. Maqbool was appointed as our Chairman, President, Chief Executive Officer, Treasurer and Secretary on August 13, 2012 upon the closing of the Share Exchange. On August 22, 2012, Mr. Maqbool resigned as the Company’s Secretary.
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(2)
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Ms. Sanfratello was appointed as our Chief Financial Officer on August 13, 2012 upon the closing of the Share Exchange. On August 22, 2012, Ms. Sanfratello was appointed as the Company’s Secretary.
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A brief description of the background and business experience of our sole executive officer and director for the past five years is as follows:
Fawad Maqbool, age 52, has served as the President, Chief Executive Officer and Chairman of the Board of Directors since founding Amplitech, Inc. 2002. He has also been the majority shareholder of the Company since its inception. Prior to founding Amplitech, Inc., Mr. Maqbool was the President of Aeroflex Amplicomm, Inc. for 2000 and 2001. His duties included, among other things, overseeing the design and development of amplifiers specifically for fiber optic communication applications. Mr. Maqbool was with MITEQ, Inc. from 1987 through 1999 where he began as an Engineering Group Leader and ultimately held the title of Department Head responsible for a staff of thirty-two consisting of engineers, technicians, assemblers and support personnel. His professional career began with the Hazeltine Corporation in 1983 where he was a Microwave Design Engineer through 1986. Mr. Maqbool received bachelor degrees in electrical engineering (major in microwaves and RF) and biomedical engineering from the City College of New York. He subsequently earned a masters degree in electrical engineering (major in microwaves and RF) from Polytechnic University.
Through his prior service, Mr. Maqbool possesses the knowledge and experience in microwaves and RF electrical engineering that aids him in efficiently and effectively indentifying and executing the Company’s strategic priorities.
Louisa Sanfratello, CPA, age 48, has been a self-employed independent accountant servicing numerous clients in various industries since 1998. She currently serves as Treasurer of Down Syndrome Advocacy Foundation. Ms. Sanfratello was the Controller of The New Interdisciplinary School from 1991 through 1997 where she was responsible for the preparation of financial statements and coordination of all outside audits, reporting directly to the executive director. Her duties included the day-to-day financial management of the organization including projection of cash flow requirements. Ms. Sanfratello began her professional career in 1987 with the public accounting firm of Holtz Rubenstein & Company where she was a member of the audit staff until 1990. Ms. Sanfratello received a bachelor degree (magna cum laude) in business administration – accounting from Dowling College.
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Term of Office
Our sole director is appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board of Directors and holds office until removed by the Board of Directors.
There are no agreements or understandings between Mr. Maqbool and any other person pursuant to which Mr. Maqbool was selected as a director or executive officer.
Family Relationships
There are no family relationships between any of our directors or executive officers.
Involvement in Legal Proceedings
To our knowledge, there have been no material legal proceedings that would require disclosure under the federal securities laws that are material to an evaluation of the ability of our director or executive officers.
Potential Conflicts of Interest
We are not aware of any current or potential conflicts of interest with our director or executive officers.
Board Committees
We have not formed an Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this Annual Report. Our Board of Directors performs the principal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board of Directors. We believe that an audit committee financial expert is not required because the cost of hiring an audit committee financial expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert at this time.
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Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors, officers and persons who beneficially own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC and are required to furnish us with copies of these reports. Based solely on our review of the reports filed with the SEC, we believe that all persons subject to Section 16(a) of the Exchange Act timely filed all required reports in 2012, other than as set forth below:
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Name
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Number of
Late Reports
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Transactions
Not Timely Reported
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Known Failures
to File a
Required Form
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Fawad Maqbool
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1
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1
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1
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Louisa Sanfratello
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1
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1
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1
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Code of Ethics
We currently do not have a code of ethics that applies to our officers, employees and director, including our Chief Executive Officer, however, we are in the process of formulating a code of ethics and intend to adopt one in the near future.
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ITEM 15.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
(a) Documents filed as part of this Annual Report.
Please see the “Exhibit Index,” which is incorporated herein by reference, following the signature page for a list of our exhibits.
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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.
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AmpliTech Group, Inc.
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Date: May 24, 2013
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By:
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/s/ Fawad Maqbool
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Fawad Maqbool
|
|||
|
President and Chief Executive Officer
|
|||
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
|
May 24, 2013
|
||
|
Fawad Maqbool
|
Chairman of the Board of Directors
(Principal Executive Officer)
|
|||
|
/s/ Louisa Sanfratello
|
Chief Financial Officer
|
May 24, 2013
|
||
|
Louisa Sanfratello, CPA
|
(Principal Financial Officer)
|
13
EXHIBIT INDEX
|
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
|
________________
+ In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are furnished and not filed.
14