Attached files
| file | filename |
|---|---|
| EX-31.1 - CERTIFICATION - AmpliTech Group, Inc. | ampg_ex311.htm |
| EXCEL - IDEA: XBRL DOCUMENT - AmpliTech Group, Inc. | Financial_Report.xls |
| EX-32.2 - CERTIFICATION - AmpliTech Group, Inc. | ampg_ex322.htm |
| EX-32.1 - CERTIFICATION - AmpliTech Group, Inc. | ampg_ex321.htm |
| EX-31.2 - CERTIFICATION - AmpliTech Group, Inc. | ampg_ex312.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2013
or
o 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 000-54355
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)
|
35 Carlough Rd. #3
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 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 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 o No x
As of November 18, 2013, the registrant had 20,443,863 shares of common stock, par value $0.001 per share, issued and outstanding.
AMPLITECH GROUP, INC.
QUARTERLY REPORT ON FORM 10-Q
September 30, 2013
TABLE OF CONTENTS
|
PART 1 - FINANCIAL INFORMATION
|
|||||
|
PAGE
|
|||||
|
Item 1.
|
Financial Statements (Unaudited)
|
4
|
|||
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
12
|
|||
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
18
|
|||
|
Item 4.
|
Controls and Procedures
|
18
|
|||
|
PART II - OTHER INFORMATION
|
|||||
|
Item 1.
|
Legal Proceedings.
|
19
|
|||
|
Item 1A.
|
Risk Factors
|
19
|
|||
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
19
|
|||
|
Item 3.
|
Default Upon Senior Securities
|
19
|
|||
|
Item 4.
|
Mine Safety Disclosures
|
19
|
|||
|
Item 5.
|
Other Information
|
19
|
|||
|
Item 6.
|
Exhibits
|
21
|
|||
|
SIGNATURES
|
22
|
||||
2
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.
We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
3
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
|
AmpliTech Group, Inc.
|
||||
|
Condensed Consolidated Balance Sheets
|
||||
|
As of September 30, 2013 and December 31, 2012
|
|
September 30,
|
December 31,
|
|||||||
|
2013
|
2012
|
|||||||
|
Assets
|
(Unaudited)
|
|||||||
|
Current Assets
|
||||||||
|
Cash and Cash Equivalents
|
$ | 14,035 | $ | 27,716 | ||||
|
Accounts Receivable
|
112,391 | 45,784 | ||||||
|
Inventory, Net of Reserve
|
169,013 | 112,817 | ||||||
|
Prepaid Expenses
|
- | 1,800 | ||||||
|
Due From Officer
|
7,567 | - | ||||||
|
Total Current Assets
|
303,006 | 188,117 | ||||||
|
Property and Equipment, Net of
|
||||||||
|
Accumulated Deprecaition
|
161,420 | 207,572 | ||||||
|
Deferred Financing Costs, Net of
|
||||||||
|
Accumulateed Amortization
|
8,454 | 9,786 | ||||||
|
Security Deposits
|
5,375 | 6,070 | ||||||
|
Total Assets
|
$ | 478,255 | $ | 411,545 | ||||
|
Liabilities and Stockholders' Deficit
|
||||||||
|
Current Liabilities
|
||||||||
|
Accounts Payable and Accrued Expenses
|
$ | 227,048 | $ | 186,564 | ||||
|
Customer Deposits
|
100,215 | 98,953 | ||||||
|
Payroll Taxes Payable
|
37,566 | 19,072 | ||||||
|
Convertible Notes Payable
|
158,000 | 206,250 | ||||||
|
Notes Payable
|
69,697 | 118,355 | ||||||
|
Factor Financing
|
101,923 | 50,054 | ||||||
|
Current Portion of Capital Leases
|
67,172 | 55,936 | ||||||
|
Current Portion of Loans Payable
|
45,502 | 52,720 | ||||||
|
Total Current Liabilities
|
807,123 | 787,904 | ||||||
|
Long-Term Liabilities
|
||||||||
|
Capital Leases
|
37,934 | 78,838 | ||||||
|
Loans Payable
|
42,187 | 75,869 | ||||||
|
Due to Officer
|
- | 7,673 | ||||||
|
Total Liabilities
|
887,244 | 950,284 | ||||||
|
Commitments and Contingencies
|
||||||||
|
Stockholders' Deficit
|
||||||||
|
Series A Convertible Preferred Stock, par
|
||||||||
|
value $.001, 140,000 shares authorized,
|
||||||||
|
0 shares issued and outstanding
|
- | - | ||||||
|
Common Stock, par value $.001,
|
||||||||
|
50,000,000 shares authorized,
|
||||||||
|
20,144,863 and 17,875,000 shares issued
|
20,145 | 17,875 | ||||||
|
and outstanding, respectively
|
||||||||
|
Additional Paid-In Capital
|
340,578 | 115,862 | ||||||
|
Accumulated Deficit
|
(769,712 | ) | (672,476 | ) | ||||
|
Total Stockholders' Deficit
|
(408,989 | ) | (538,739 | ) | ||||
|
Total Liabilities and Stockholders' Deficit
|
$ | 478,255 | $ | 411,545 | ||||
See accompanying notes to the condensed consolidated financial statements
4
|
AmpliTech Group, Inc.
|
|
Condensed Consolidated Statements of Operations
|
|
For The Three and Nine Months Ended September 30, 2012 and 2013
|
|
(Unaudited)
|
|
For The Three Months Ended
|
For The Nine Months Ended
|
|||||||||||||||
|
September 30,
|
September 30,
|
September 30,
|
September 30,
|
|||||||||||||
|
2013
|
2012
|
2013
|
2012
|
|||||||||||||
|
Sales
|
$ | 301,155 | $ | 135,522 | $ | 759,246 | $ | 716,259 | ||||||||
|
Cost of Goods Sold
|
90,525 | 98,121 | 318,763 | 339,784 | ||||||||||||
|
Gross Profit
|
210,630 | 37,401 | 440,483 | 376,475 | ||||||||||||
|
General and Administrative
|
148,078 | 135,699 | 475,723 | 381,811 | ||||||||||||
|
Income (Loss) From Operations
|
62,552 | (98,298 | ) | (35,240 | ) | (5,336 | ) | |||||||||
|
Other Income (Expenses);
|
||||||||||||||||
|
Interest Expense
|
(27,417 | ) | (18,874 | ) | (61,996 | ) | (54,763 | ) | ||||||||
|
Income (Loss) Before Income Taxes
|
35,135 | (117,172 | ) | (97,236 | ) | (60,099 | ) | |||||||||
|
Provision (Credit) For Income Taxes
|
- | - | - | - | ||||||||||||
|
Net Income (Loss)
|
35,135 | (117,172 | ) | (97,236 | ) | (60,099 | ) | |||||||||
|
Net Income (Loss) Per Share;
|
||||||||||||||||
| Basic | $ | 0.00 | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||||
| Diluted | $ | 0.00 | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||||
|
Weighted Average Shares Outstanding;
|
||||||||||||||||
| Basic | 20,027,472 | 17,874,751 | 19,648,659 | 17,703,555 | ||||||||||||
| Diluted | 21,027,472 | 17,874,751 | 19,648,659 | 17,703,555 | ||||||||||||
See accompanying notes to the condensed consolidated financial statements
5
|
Amplitech Group, Inc.
|
||||||||||||
|
Condensed Consolidated Statements of Stockholders' Equity
|
||||||||||||
|
For The Nine Months Ended September 30, 2013
|
|
Common Stock
|
Additional
|
Total
|
||||||||||||||||||
|
Number of
|
Par
|
Paid-In
|
Accumulated
|
Stockholders'
|
||||||||||||||||
|
Shares
|
Value
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||
|
Balance, December 31, 2012
|
17,875,000 | $ | 17,875 | $ | 115,862 | $ | (672,476 | ) | $ | (538,739 | ) | |||||||||
|
Conversion of convertible promissory notes
|
2,119,863 | 2,120 | 209,866 | 211,986 | ||||||||||||||||
|
Issuance of shares for services rendered
|
150,000 | 150 | 14,850 | 15,000 | ||||||||||||||||
|
Net (loss) for the nine months ended September 30, 2013
|
(97,236 | ) | (97,236 | ) | ||||||||||||||||
|
Balance, September 30, 2013
|
20,144,863 | $ | 20,145 | $ | 340,578 | $ | (769,712 | ) | $ | (408,989 | ) | |||||||||
See accompanying notes to the condensed consolidated financial statements
6
|
AmpliTech Group, Inc.
|
|
Condensed Consolidated Statements of Cash Flows
|
|
For The Nine Months Ended September 30, 2012 and 2013
|
|
(Unaudited)
|
|
September 30,
|
September 30,
|
|||||||
|
2013
|
2012
|
|||||||
|
Cash Flows from Operating Activities:
|
||||||||
|
Net Income (Loss)
|
$ | (97,236 | ) | $ | (60,099 | ) | ||
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
||||||||
|
Depreciation and Amortization
|
47,484 | 40,040 | ||||||
|
Issuance of Common Stock for Services
|
- | 3,500 | ||||||
|
Changes in Operating Assets and Liabilities:
|
||||||||
|
Accounts Receivable
|
(66,607 | ) | 58,050 | |||||
|
Inventory
|
(56,196 | ) | (5,975 | ) | ||||
|
Prepaid Expenses
|
1,800 | - | ||||||
|
Tax Credit Receivable
|
- | 48,254 | ||||||
|
Security Deposits
|
695 | - | ||||||
|
Accounts Payable and Accrued Expenses
|
67,470 | (27,887 | ) | |||||
|
Customer Deposits
|
1,262 | 20,078 | ||||||
|
Payroll Taxes Payable
|
18,494 | (33,632 | ) | |||||
|
Total Adjustments
|
14,402 | 102,428 | ||||||
|
Net cash provided by (used in) operating activities
|
(82,834 | ) | 42,329 | |||||
|
Cash Flows from Investing Activities:
|
||||||||
|
Addition of Capital Lease Equipment
|
- | (164,366 | ) | |||||
|
Net cash (used in) investing activities
|
- | (164,366 | ) | |||||
|
Cash Flows from Financing Activities:
|
||||||||
|
Repayment of Convertible Note
|
(6,250 | ) | - | |||||
|
Proceeds from Convertible Note
|
108,000 | 212,500 | ||||||
|
Advances From/(Repayments To) Factor Financing, Net
|
51,869 | (154,273 | ) | |||||
|
Note and Loan Repayments
|
(39,558 | ) | (84,242 | ) | ||||
|
Capital Lease Financing Advances (Repayments), Net
|
(29,668 | ) | 146,404 | |||||
|
Private Placements of Common Stock
|
- | 2,100 | ||||||
|
Decrease in Due to Officer
|
(15,240 | ) | (35,056 | ) | ||||
|
Net cash provided by financing activities
|
69,153 | 87,433 | ||||||
|
Net (decrease) in cash and cash equivalents
|
(13,681 | ) | (34,604 | ) | ||||
|
Cash and Cash Equivalents, Beginning of Period
|
27,716 | 54,038 | ||||||
|
Cash and Cash Equivalents, End of Period
|
$ | 14,035 | $ | 19,434 | ||||
|
Supplemental disclosures:
|
||||||||
|
Interest and Taxes paid:
|
||||||||
|
Interest Expense
|
$ | 51,720 | $ | 51,084 | ||||
|
Income Taxes
|
$ | 671 | $ | 585 | ||||
|
Non-Cash Financing and Investing Activities
|
||||||||
|
Issuance of Common Stock for Services Rendered
|
$ | 15,000 | $ | 3,500 | ||||
|
Common Shares Issued Related To Convertible Notes
|
$ | 211,986 | $ | - | ||||
|
Exchange of Notes Payable For Convertible Note
|
$ | 50,000 | $ | - | ||||
See accompanying notes to the condensed consolidated financial statements
7
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For The Nine Months Ended September 30, 2012 and 2013 (Unaudited)
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements of AmpliTech Group, Inc. (“Group” or the “Company”) have been prepared by management in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for annual audited financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included.
The results of operations for the nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2013. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes related thereto for the years ended December 31, 2011 and 2012 included in Form 10-K filed with the SEC.
Going Concern Uncertainty
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates the Company continuing as a going concern. As of September 30, 2013, the Company had a working capital deficit of $504,117 and an Accumulated Deficit of 769,712. Additionally, there was a net loss of $97,236 for the nine months ended September 30, 2013 and a net loss of $192,995 for the year ended December 31, 2012.
These factors raise substantial doubt as to the ability of the Company to continue as a going concern. However, the Company plans to improve its financial condition by raising additional working capital from various debt and equity financings. Also, the Company plans to pursue new customers and acquisition prospects in order to improve operations and cash flow. However, there is no assurance that the Company will be successful in accomplishing these objectives. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Inventory
Inventory, which consists primarily of raw materials and finished goods, is stated at the lower of cost (first-in, first-out basis) or market (net realizable value). The Inventory value at December 31, 2012 and September 30, 2013 was as follows;
|
December 31,
2012
|
September 30,
2013
|
|||||||
|
Raw Materials
|
$ | 89,356 | $ | 107,761 | ||||
|
Work-in Progress
|
24,946 | 68,015 | ||||||
|
Finished Goods
|
66,531 | 61,253 | ||||||
|
Engineering Models
|
3,726 | 3,726 | ||||||
|
Subtotal
|
$ | 184,559 | $ | 240,755 | ||||
|
Less: Reserve for Obsolescence
|
(71,742 | ) | (71,742 | ) | ||||
|
Total
|
$ | 112,817 | $ | 169,013 | ||||
Notes Payable
Notes Payable at September 30, 2013 included demand notes totaling $67,110 from several individuals and one corporation, with interest rates ranging from 0% to 12% per annum. Accrued interest related to these notes was $17,410 and interest expense for the nine months ended September 30, 2013 was $2,159.
Notes Payable at September 30, 2013 included $2,587 related to a bank line of credit that expired prior to 2010. As such, there is no current availability on this facility. The current minimum monthly payment is approximately $375, including interest at prime plus 4.85%. This note is being paid as per the original agreement.
8
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For The Nine Months Ended September 30, 2012 and 2013 (Unaudited)
Factor Financing
The outstanding balances owed to the Factor at September 30, 2013 for financed accounts receivable and domestic sales orders was $46,323 and $55,600, respectively. Interest expense and related costs paid to the Factor for the nine months ended September 30, 2013 was $27,253. At the request of the Factor, the CEO and a major shareholder of the Company pledged 565,000 shares and 500,000 shares, respectively, of Group restricted common stock as additional collateral against the Domestic Sales Order balance of $55,600.
Convertible Notes Payable
On February 1, 2013, the holder of two Notes Payable totaling $50,000 exchanged them for a Convertible Promissory Note with a six month term. The convertible note accrues interest at 8% per annum and is convertible, at the sole discretion of the holder, into shares of Group common stock at $.10 per share. The Company determined that the fair market value of the common shares underlying the convertible notes was equal to the estimated fair market of the Company’s common stock on the date of issuance. As such, there is no beneficial conversion feature related to these convertible notes that needs to be recorded as a discount on the date of issuance. On July 31, 2013, the original maturity date, the Holder and the Company agreed to extend the due date for an additional six months through January 31, 2014 under the same terms and conditions. Accrued interest at September 30, 2013 was $2,652.
On February 8, 2013 the Company repaid the remaining balance of $6,250 related to a nine month convertible promissory note dated April 5, 2012 with an original balance of $12,500, plus the remaining accrued interest of $53.
On February 8, 2013, the Company issued a Convertible Promissory Note for $50,000 with a six month term. The convertible note accrues interest at 8% per annum and is convertible, at the sole discretion of the holder, into shares of Group common stock at $.10 per share. The Company determined that the fair market value of the common shares underlying the convertible notes was equal to the estimated fair market of the Company’s common stock on the date of issuance. As such, there is no beneficial conversion feature related to these convertible notes that needs to be recorded as a discount on the date of issuance. On August 7, 2013, the original maturity date, the Holder and the Company agreed to extend the due date for an additional six months through February 7, 2014 under the same terms and conditions. Accrued interest at September 30, 2013 was $2,564.
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 Group 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 have been designated 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.
On August 27, 2013, Company issued a Convertible Promissory Note for $58,000 with a nine month term. The convertible note accrues interest at 8% per annum and is convertible, in whole or in part, at the sole discretion of the holder beginning after 180 days into shares of Group common stock at 61% of the market price on the date of conversion. The market price is determined based on the average of the lowest three trading days bid price during the ten trading days immediately prior to the date of conversion. Alternatively, the Company can prepay the balance owed, including accrued interest, in whole or in part at its sole discretion at any time within 180 days from the date of issuance. The prepayment is subject to a penalty that increases from 10% to 35% of the amount owed at each 30 day interval during the 180 period. It is the Company’s intention to repay this note before the end of the 180 day period and, as such, considers this note as straight debt. Accrued interest at September 30, 2013 was $432.
9
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For The Nine Months Ended September 30, 2012 and 2013 (Unaudited)
Capital Lease
AmpliTech entered into a thirty-six month lease agreement to finance certain lab equipment in May 2012 with a bargain purchase option of $1. As such, the Company has accounted for this transaction as a Capital Lease, assuming an imputed 6% annual interest rate. Future lease payments related to this capital lease as of September 30, 2013 are as follows;
|
Total rental payments
|
$ | 111,527 | ||
|
Less: Discount at 6%
|
(6,421 | ) | ||
| Principal balance | $ | 105,106 |
Future twelve months discounted principal payments as of September 30, 2013 are as follows;
| 2013 | 67,172 | |||
| 2014 | 37,934 | |||
| Total | $ | $105,106 |
Loans Payable
Loans payable at September 30, 2013 consisted of the following;
|
SBA backed working capital loan at prime plus
|
||||
|
2.75% per annum. Current monthly payment, including
|
||||
| Interest, is $3,633. The loan matures in September 2015 | $ |
80,755
|
||
|
Bank Note payable in equal monthly installments of
|
||||
|
$1,233, plus interest at prime plus 10.5% through March 2014.
|
6,934 | |||
| Total | 87,689 | |||
| Less: Current Portion |
(45,502)
|
|||
| Loans Payable, Net of Current Portion | $ | 42,187 |
Future twelve month maturities of Loans Payable as of September 30, 2013 are as follows;
| 2014 | 45,502 | |||
| 2015 | 42,187 | |||
| Total | $ | 87,869 |
Interest expense related to these loans for the nine months ended September 30, 2013 was $4,474.
10
AmpliTech Group, Inc.
Notes To Condensed Consolidated Financial Statements
For The Nine Months Ended September 30, 2012 and 2013 (Unaudited)
Capital Stock
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 Group 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 have been designated 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.
On July 10, 2013, the Board of Directors of the Company approved a Certificate of Amendment to the Articles of Incorporation and changed the authorized capital stock of the Company to include and authorize 500,000 shares of Preferred Stock, par value $0.001 per share.
In July 2013, the Board of Directors of the Company designated 140,000 shares of Preferred Stock as Series A Preferred Stock, and that each share of Series A Preferred Stock is convertible into 100 shares of common stock at any time after issuance and the holder of each share of Series A Preferred Stock is entitled to 100 votes when the vote of holders of the Company’s common stock is sought. The Board intends to issue all of the 140,000 shares of Series A Preferred Stock the President and CEO.
On September 10, 2013, The Company issued 150,000 shares of restricted common stock as consideration for $15,000 due to a consultant for services rendered through August 31, 2013.
Earnings (Loss) Per Share
Basic net earnings (loss) per share (“EPS”) is determined by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS is determined by dividing net earnings (loss) by the weighted average number of common shares used in the basic EPS calculation plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding under the treasury stock method. Potential common shares at September 30, 2013 that have been excluded from the computation of diluted EPS are comprised of convertible notes payable convertible into 1,000,000 shares of common stock. Correspondingly, potential common shares at September 30, 2012 that have been excluded from the computation of diluted EPS are comprised of convertible notes payable convertible into 2,000,000 shares of common stock. Accordingly, total common share equivalents of 1,000,000 and 2,000,000 were excluded in the computation of diluted EPS for the nine months ended September 30, 2013 and 2012, respectively, and for the three months ending September 30, 2012 because the effect would be anti-dilutive.
Subsequent Events
In October 2013, the Company issued two Convertible Promissory Notes to one holder totaling $75,000. Both convertible notes have a nine month term and accrues interest at 8% per annum. They are convertible, in whole or in part, at the sole discretion of the holder beginning after 180 days from the date of issuance into shares of Group common stock at 61% of the market price on the date of conversion. The market price is determined based on the average of the lowest three trading days bid price during the ten trading days immediately prior to the date of conversion. Alternatively, the Company can prepay the balance owed, including accrued interest, in whole or in part at its sole discretion at any time within 180 days from the date of issuance. The prepayment is subject to a penalty that increases from 10% to 35% of the amount owed at each 30 day interval during the 180 period. It is the Company’s intention to repay these notes before the end of each 180 day period and, as such, considers these notes as straight debt.
11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.
Business Overview
We design, engineer and assemble micro-wave component based amplifiers that meet individual customer’s specifications. Our products consists of Radio Frequency (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
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, 2013, 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.
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. This maturity date of this note has been extended to January 31, 2014.
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. This maturity date of this note has been extended to February 7, 2014.
12
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.
Creating Series A Preferred Stock
On July 10, 2013, upon the approvals of the Board of Directors and stockholders of the Company, we filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Nevada, effective immediately. The amendment changed the authorized capital stock of the Company to include and authorize 500,000 shares of preferred stock, par value $0.001 per share.
On July 29, 2013, upon the approval of the Board of Directors of the Company, we filed a certificate of designation with the Secretary of State of Nevada, effective immediately, and designated 140,000 shares of the Company’s preferred stock as Series A Preferred Stock. Each share of Series A Preferred Stock is convertible into 100 shares of common stock at any time after issuance and the holder of each share of Series A Preferred Stock is entitled to 100 votes when the vote of holders of the Company’s common stock is sought. We intend to issue all of the 140,000 shares of Series A Preferred Stock to Fawad Maqbool, the principal stockholders of our common stock and the Company’s President and Chief Executive Officer.
Financing by Asher Enterprises, Inc.
On August 21, 2013, September 26, 2013 and October 22, 2013, the Company entered into three securities purchase agreements with Asher Enterprises, Inc. (“Asher Enterprises”) pursuant to which the Company sold and issued to Asher Enterprises three promissory notes with an aggregate principal amount of $133,000 (the “Notes”). The Notes each have a nine-month term and compound annually and accrue at 8% per annum from the issue date through the maturity date or upon acceleration or prepayment. The holder is entitled to convert any portion of the outstanding and unpaid amount at any time on or after 180 days following the issuance date into the Company’s common stock, par value, $0.001 per share, at an initial conversation price equal to 61% of the average of the three (3) lowest closing bid price for the Company’s common stock, during the ten (10) trading days ending on the latest trading day prior to the date a conversion notice delivered to the Company by the holder. See more details of the Notes under Item 5 of Part II of this report.
Emerging Growth Company Status
We are an “emerging growth company,” as defined in the JOBS Act. For as long as we are an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and shareholder advisory votes on golden parachute compensation.
Under the JOBS Act, we will remain an “emerging growth company” until the earliest of:
• the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more;
• the last day of the fiscal year following the fifth anniversary of the completion of this offering;
• the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; and
• the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, or the Exchange Act. We will qualify as a large accelerated filer as of the first day of the first fiscal year after we have (i) more than $700 million in outstanding common equity held by our non-affiliates and (ii) been public for at least 12 months. The value of our outstanding common equity will be measured each year on the last day of our second fiscal quarter.
13
The Section 107 of the JOBS Act provides that we may elect to utilize the extended transition period for complying with new or revised accounting standards and such election is irrevocable if made. As such, we have made the election to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.
Results of Operations
For The Nine Months Ended September 30, 2013 and September 30, 2012
Revenues
Sales increased by $42,987, or approximately 6%, when comparing sales for the nine months ended September 30, 2012 of $716,259 to sales for the nine months ended September 30, 2013 of $759,246. This increase was directly related to an increase in production capacity during the third quarter of 2013 that resulted from more efficient outsourcing of assembly with respect to similar sales orders.
Cost of Goods Sold and Gross Profit
Cost of goods sold as a percentage of sales decreased by approximately 5% when comparing 47% for the nine months ended September 30, 2012 to 42% for the nine months ended September 30, 2013. This decrease is the direct result of increased production during the third quarter of 2013. This also resulted in a corresponding 5% increase in gross profit as a percentage of sales, or $64,008, when comparing the first nine months of 2012 gross profit of $376,475, or 53%, to the first nine months of 2013 gross profit of $440,483, or 58%.
General and Administrative Expenses
General and administrative expenses increase from $381,811 for the first nine months of 2012 compared to $475,723 for the first nine months of 2013, an increase of $93,912, or approximately 25%. This increase resulted from legal, accounting and professional fees incurred in the first nine months of 2013 related to filing of the Company’s registration statement on Form S-1 that became effective January 18, 2013, the cost for applying for the Depository Trust Company (DTC) eligibility, the transfer agent fee, and increase of legal, accounting and professional fees for our periodic reports under the Securities Exchange Act, 1934, as amended (the “Exchange Act”).
Other Expenses
Interest expense increased by $7,233, or approximately 13%, when comparing the nine months ended September 30, 2012 to the nine months ended September 30, 2013. This increase resulted primarily from an increase in sales order financing in the third quarter of 2013 that was directly related to the increase in the sales order backlog despite the increase in our production.
Net Loss
As a result of the above, the Company had a net loss of $60,099 for the nine months ended September 30, 2012 compared to a net loss of $97,236 for the nine months ended September 30, 2013, an overall increase of $37,137, or approximately 62%.
14
For The Three Months Ended September 30, 2013 and September 30, 2012
Revenues
Sales increased by $165,633, or approximately 122%, when comparing sales for the three months ended September 30, 2012 of $135,522 to sales for the three months ended September 30, 2013 of $301,155. This increase was directly related to an increase in production capacity during the third quarter of 2013 that resulted from more efficient outsourcing of assembly with respect to similar sales orders.
Cost of Goods Sold and Gross Profit
Cost of goods sold as a percentage of sales decreased by approximately 42% when comparing 72% for the three months ended September 30, 2012 to 30% for the three months ended September 301, 2013. This increase was directly related to a more efficient use of labors as a result of increased production. This also resulted in a corresponding 42% increase in gross profit as a percentage of sales, or $173,229, when comparing the third quarter of 2012 gross profit of $37,401, or 28%, to the third quarter of 2013 gross profit of $201,630, or 70%.
General and Administrative Expenses
General and administrative expenses increase from $135,699 for the third quarter of 2012 compared to $148,078 for the third quarter of 2013, an increase of $12,379, or approximately 9%. This increase resulted from the transfer agent fee and an increase of legal, accounting and professional fees for our periodic reports under the Securities Exchange Act, 1934, as amended (the “Exchange Act”).
Other Expenses
Interest expense increased by $8,543 when comparing the three months ended September 30, 2012 to the three months ended September 30, 2013. This increase resulted primarily from an increase in factor financing costs related to the increase in accounts receivable and an increase in sales order financing in the third quarter of 2013 that was directly related to the increase in the sales order backlog despite increase in our production.
Net Income (Loss)
As a result of the above, the Company had a net loss of $117,172 for the three months ended September 30, 2012 compared to net income of $35,135 for the three months ended September 30, 2013, an overall increase of $152,307, or approximately 130%.
Liquidity and Capital Resources
We have historically financed our operations through loans from third party lenders, convertible promissory notes from various individual investors and funds advanced from the majority shareholder, who is also the President and CEO of the Company.
As of September 30, 2013, we had $14,035 in cash and cash equivalents compared to $27,716 in cash and cash equivalents as of December 31, 2012. As of December 31, 2012 and September 30, 2013 we had a working capital deficit of $599,787 and $504,117, respectively, and an accumulated deficit of $672,476 and $769,712, respectively.
15
Net cash used in operating activities was $82,834 for the nine months ended September 30, 2013. The net cash provided by financing activities for nine months ended September 30, 2013 was $69,153, which were primarily proceeds received from the issuance of a convertible promissory note.
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 not provide sufficient capital to fund our operations for the next twelve months. As such, we will be seeking additional capital by raising funds through borrowings, debt or equity offerings, or some combination thereof.
Financing Activities
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 note has a six-month term and compounds annually and accrues at 8% per annum from the issue date through the maturity date. The holder is entitled to convert any portion of the outstanding and unpaid amount into our common stock at conversion price of $0.10 per share. The holder has “piggyback” registration rights with respect the shares issued or issuable upon conversion.
On February 8, 2013, the Company issued a promissory note in a principal amount of $50,000. The note has a six-month term and compounds annually and accrues at 8% per annum from the issue date through the maturity date. The holder is entitled to convert any portion of the outstanding and unpaid amount into our common stock at conversion price of $0.10 per share. The holder has “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 (as defined above), 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, 2013, 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.
On August 21, 2013, September 26, 2013 and October 22, 2013, the Company entered into three securities purchase agreements with Asher Enterprises pursuant to which the Company sold and issued to Asher Enterprises three Notes with an aggregate principal amount of $133,000. The Notes each have a nine-month term and compound annually and accrue at 8% per annum from the issue date through the maturity date or upon acceleration or prepayment. The holder is entitled to convert any portion of the outstanding and unpaid amount at any time on or after 180 days following the issuance date into the Company’s common stock, par value, $0.001 per share, at an initial conversation price equal to 61% of the average of the three (3) lowest closing bid price for the Company’s common stock, during the ten (10) trading days ending on the latest trading day prior to the date a conversion notice delivered to the Company by the holder. See more details of the Notes under Item 5 of Part II of this report.
16
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 which 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.
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.
17
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
None.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Smaller reporting companies are not required to provide the information required by this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, including our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act as of the end of the period covered by this report. Our management does not expect that our disclosure controls and procedures will prevent all error and all fraud. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Based on the evaluation as of September 30, 2013, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in 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 that such information 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 that have affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the period covered by this report.
18
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
To the best of our knowledge, there are no material pending legal proceedings to which we are a party or of which any of our property is the subject.
Item 1A. Risk Factors.
Smaller reporting companies are not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Shares Issued to Consultant
On September 10, 2013, we issued 150,000 shares of restricted common stock to a consultant as compensation for its service. 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.
Notes Issued to Asher Enterprises
The information of the securities purchase agreements and the Notes contained under Item 5 below is incorporated herein by reference in response to this item. The issuance of the Notes 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.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable
Item 5. Other Information.
Item 1.01 Entry into a Material Definitive Agreement.
On August 21, 2013, September 26, 2013 and October 22, 2013, the Company entered into three securities purchase agreements with Asher Enterprises pursuant to which the Company sold and issued to Asher Enterprises three Notes with an aggregate principal amount of $133,000. The Notes each have a nine-month term and compound annually and accrue at 8% per annum from the issue date through the maturity date or upon acceleration or prepayment. The holder is entitled to convert any portion of the outstanding and unpaid amount at any time on or after 180 days following the issuance date into the Company’s common stock, par value, $0.001 per share, at an initial conversation price equal to 61% of the average of the three (3) lowest closing bid price for the Company’s common stock, during the ten (10) trading days ending on the latest trading day prior to the date a conversion notice delivered to the Company by the holder.
The Notes are not convertible by the holder if upon the conversion the holder and its affiliates would own in excess of 9.99% of our outstanding common stock.
19
The initial conversion price is subject to proportional adjustment in the event of stock splits, stock dividends, recapitalization and similar corporate events. The initial conversion price is also subject to the following additional adjustment:
|
•
|
in the event that the Company makes a public announcement for any fundamental corporate change (such as consolidation or merger, disposition of substantially all of the assets, or takeover), from such announcement date to the date such fundamental corporate change is consummated or terminated or abandoned, the initial conversion shall be adjusted to equal the lower of (x) the conversion price that would have been applicable for a conversion on the announcement date and (y) the conversion price that would otherwise be in effect.
|
The Notes contain, among other customary events of default, events of default upon failure to issue shares upon conversion through willful or deliberate hindrances, failure to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended, restatement of certain financial statements, and a cross default provision with any agreements between the Company and Asher Enterprises or its affiliate. Upon default, the Company becomes obligated to make a payment in an amount from 100%, 150% to 200% of the Default Sum (as defined below), depending on the triggering event of default. The Default Sum represents 150% of the sum of the outstanding principal, accrued and unpaid interest, default interest, and any penalty for failure to reserve sufficient authorized shares and timely delivery of conversion shares. The amount of unpaid and past due principal or interest bears a 22% default interest.
The Company may prepay the Notes, in full, (i) within thirty 30 days following the issue date, if the Company makes a payment equal to 110% of the sum of any outstanding principal, accrued and unpaid interest, and default interest, (ii) between the 31st days following the issue date and the sixtieth 60th day following the issue date, if the Company makes a payment equal to 115% of the sum of any outstanding principal, accrued and unpaid interest, and default interest, (iii) between the 61st days following the issue date and the 90th day following the issue date, if the Company makes a payment equal to 120% of the sum of any outstanding principal, accrued and unpaid interest, and default interest, (iv) between the 91st days following the issue date and the 150th day following the issue date, if the Company makes a payment equal to 130% of the sum of any outstanding principal, accrued and unpaid interest, and default interest, (v) between the 151st days following the issue date and the 180th day following the issue date, if the Company makes a payment equal to 135% of the sum of any outstanding principal, accrued and unpaid interest, and default interest. After the expiration of 180 days following the issue date, the Company is no longer entitled to prepay the Notes.
Under the terms of the securities purchase agreements the Company agreed that during the 12 months following the closing, Asher Enterprises has the right to participate in any subsequent offerings (excluding certain exempted issuances) the Company undertakes upon the same terms and conditions as the investors in that subsequent offering.
The foregoing description of the terms and conditions of the securities purchase agreements and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the securities purchase agreements and the Notes.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 29, 2013, upon the approval of the Board of Directors of the Company, we filed a certificate of designation with the Secretary of State of Nevada, effective immediately, and designated 140,000 shares of the Company’s preferred stock as Series A Preferred Stock. Each share of Series A Preferred Stock is convertible into 100 shares of common stock at any time after issuance and the holder of each share of Series A Preferred Stock is entitled to 100 votes when the vote of holders of the Company’s common stock is sought. We intend to issue all of the 140,000 shares of Series A Preferred Stock to Fawad Maqbool, the principal stockholders of our common stock and the Company’s President and Chief Executive Officer.
20
Item 6. Exhibits.
(a) Exhibits
|
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
|
|
|
101. INS
|
XBRL Instance Document
|
|
|
101. SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
101. CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101. DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101. LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101. PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
________________
+ In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are furnished and not filed.
21
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: November 19, 2013
|
By:
|
/s/ Fawad Maqbool
|
|
|
Fawad Maqbool
|
|||
|
President and Chief Executive Officer
(Duly Authorized Officer and Principal Executive Officer)
|
|||
|
Dated: November 19, 2013
|
By:
|
/s/ Louisa Sanfratello
|
|
|
Louisa Sanfratello
Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
|
|||
22