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, 2019

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number 000-54355

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)

620 Johnson Avenue

Bohemia, NY 11716

(Address of principal executive offices) (Zip Code)

(631) 521-7831

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
NA	NA	NA

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 ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	¨

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

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

As of October 28, 2019, the registrant had 48,536,326 shares of common stock, par value $0.001 per share, issued and outstanding.

AMPLITECH GROUP, INC.

QUARTERLY REPORT ON FORM 10-Q

September 30, 2019

TABLE OF CONTENTS

		PAGE
PART 1 - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		30
Item 4.	Controls and Procedures		30
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.		31
Item 1A.	Risk Factors		31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		31
Item 3.	Default Upon Senior Securities		31
Item 4.	Mine Safety Disclosures		31
Item 5.	Other Information		31
Item 6.	Exhibits		32
SIGNATURES			33

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 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. Considering 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

	September 30,			December 31,
	2019			2018
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	982,311		$	442,098
Accounts receivable		564,931			262,002
Inventory, net		673,717			391,188
Prepaid expenses		28,771			120,100
Total Current Assets		2,249,730			1,215,388
Property and equipment, net		194,904			180,745
Right of use assets		479,084			-
Intangible assets, net		806,000			-
Security deposits		26,707			11,707
Total Assets	$	3,756,425		$	1,407,840
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses		204,029		$	86,125
Customer deposits		147,673			190,400
Current portion of financing lease		30,252			29,180
Current portion of operating lease		123,282			-
Current portion of promissory note		82,686			-
Current portion of loan payable, net of discount		132,029			-
Line of credit		-			72,897
Total Current Liabilities		719,951			378,602
Long Term Liabilities
Finance lease, net of current portion		91,107			113,933
Operating lease, net of current portion		360,770			-
Promissory note, net of current portion		392,314			-
Loan payable, net of debt discount and current portion		1,168,995			-
Total Liabilities		2,733,137			492,535
Commitments and Contingencies		-			-
Stockholders' Equity
Series A convertible preferred stock, par value $.001, 401,000 shares authorized, 1,000 shares issued and outstanding, respectively		1			1
Series B convertible preferred stock, par value $.001, 75,000 shares authorized, 0 shares issued and outstanding, respectively		-			-
Common Stock, par value $.001, 500,000,000 shares authorized, 48,336,326 shares issued and outstanding, respectively		48,336			48,336
Additional paid-in capital		1,834,874			1,715,726
Accumulated deficit		(859,923	)		(848,758	)
Total Stockholders' Equity		1,023,288			915,305
Total Liabilities and Stockholders' Equity	$	3,756,425		$	1,407,840

See accompanying notes to the condensed consolidated financial statements

4

AmpliTech Group, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	For The Three Months Ended						For The Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2019			2018			2019			2018
Revenue	$	708,896		$	530,113		$	2,018,422		$	1,577,441
Cost of goods sold		358,526			249,784			983,168			677,614
Gross Profit		350,370			280,329			1,035,254			899,827
General and administrative expense		478,297			268,897			1,021,448			770,177
Income (Loss) From Operations		(127,927	)		11,432			13,806			129,650
Other Income (Expense)
Interest expense, net		(10,457	)		(4,704	)		(24,971	)		(8,697	)
Income (Loss) Before Income Taxes		(138,384	)		6,728			(11,165	)		120,953
Provision For Income Taxes		-			-			-			-
Net Income (Loss)		(138,384	)		6,728			(11,165	)		120,953
Net Income (Loss) Per Share;
Basic	$	(0.00	)	$	0.00		$	(0.00	)	$	0.00
Diluted	$	(0.00	)	$	0.00		$	(0.00	)	$	0.00
Weighted Average Shares Outstanding;
Basic		48,336,326			48,336,326			48,336,326			47,581,381
Diluted		48,336,326			88,138,978			48,336,326			87,384,033

See accompanying notes to the condensed consolidated financial statements

5

Amplitech Group, Inc.

Condensed Consolidated Statements of Stockholders' Equity

For The Three Months and Nine Months Ended September 30, 2019 and 2018

(Unaudited)

	Series A Convertible				For the Three Months ending September 30, 2019
	Preferred				Common Stock				Additional					Total
	Number of		Par		Number of		Par		Paid-In		Accumulated			Stockholders'
	Shares		Value		Shares		Value		Capital		Deficit			Equity
Balance, June 30, 2019		1,000	$	1		48,336,326	$	48,336	$	1,765,496	$	(721,539	)	$	1,092,294
Stock based compensation		-		-		-		-		69,378		-			69,378
Net loss for the three months ended September 30, 2019		-		-		-		-		-		(138,384	)		(138,384	)
Balance, September 30, 2019		1,000	$	1		48,336,326	$	48,336	$	1,834,874	$	(859,923	)	$	1,023,288

	Series A Convertible				For the Three Months ending September 30, 2018
	Preferred				Common Stock				Additional		Total
	Number of		Par		Number of		Par		Paid-In		Accumulated			Stockholders'
	Shares		Value		Shares		Value		Capital		Deficit			Equity
Balance, June 30, 2018		1,000	$	1		48,336,326	$	48,336	$	1,714,026	$	(1,063,526	)	$	698,837
Common stock issued for prepaid consulting		-		-		-		-		1,700		-			1,700
Net income for the three months ended September 30, 2018		-		-		-		-		-		6,728			6,728
Balance, September 30, 2018		1,000	$	1		48,336,326	$	48,336	$	1,715,726	$	(1,056,798	)	$	707,265

	Series A Convertible				For the Nine Months ending September 30, 2019
	Preferred				Common Stock				Additional		Total
	Number of		Par		Number of		Par		Paid-In		Accumulated			Stockholders'
	Shares		Value		Shares		Value		Capital		Deficit			Equity
Balance, December 31, 2018		1,000	$	1		48,336,326	$	48,336	$	1,715,726	$	(848,758	)	$	915,305
Stock based compensation		-		-		-		-		119,148		-			119,148
Net loss for the nine months ended September 30, 2019		-		-		-		-		-		(11,165	)		(11,165	)
Balance, September 30, 2019		1,000	$	1		48,336,326	$	48,336	$	1,834,874	$	(859,923	)	$	1,023,288

    

	Series A Convertible				For the Nine Months ending September 30, 2018
	Preferred				Common Stock				Additional		Total
	Number of		Par		Number of		Par		Paid-In		Accumulated			Stockholders'
	Shares		Value		Shares		Value		Capital		Deficit			Equity
Balance, December 31, 2017		1,000	$	1		46,136,326	$	46,136	$	1,631,976	$	(1,177,751	)	$	500,362
Common stock issued for prepaid consulting		-		-		2,200,000		2,200		83,750		-			85,950
Net income for the nine months ended September 30, 2018		-		-		-		-		-		120,953			120,953
Balance, September 30, 2018		1,000	$	1		48,336,326	$	48,336	$	1,715,726	$	(1,056,798	)	$	707,265

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, 2019 and 2018

(Unaudited) 

	September 30,			September 30,
	2019			2018
Cash Flows from Operating Activities:
Net (Loss) Income	$	(11,165	)	$	120,953
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		31,997			25,249
Amortization of prepaid consulting		32,184			26,308
Amortization of debt discount		2,650			-
Amortization of right-of-use asset		44,229			-
Stock based compensation		119,148			-
Changes in Operating Assets and Liabilities:
Accounts receivable		(302,929	)		(168,948	)
Inventory		19,225			(113,432	)
Prepaid expenses		59,145			8,800
Security deposits		(15,000	)		(2,954	)
Accounts payable and accrued expenses		117,904			43,076
Operating lease liability		(39,261	)		-
Customer deposits		(53,004	)		174,300
Total Adjustments		16,288			(7,601	)
Net cash provided by operating activities		5,123			113,352
Cash Flows from Investing Activities:
Purchase of equipment		-			(6,863	)
Cash paid in acquisition		(668,633	)		-
Net cash used in investing activities		(668,633	)		(6,863	)
Cash Flows from Financing Activities:
(Repayment)Advances from line of credit, net		(72,897	)		29,419
Payments of capital lease financing		(21,754	)		(6,993	)
Net proceeds from loan payable		1,298,374			-
Net cash provided by financing activities		1,203,723			22,426
Net change in cash and cash equivalents		540,213			128,915
Cash and Cash Equivalents, Beginning of Period		442,098			117,990
Cash and Cash Equivalents, End of Period	$	982,311		$	246,905
Supplemental disclosures:
Cash paid for interest expense	$	20,388		$	8,706
Cash paid for income taxes	$	50		$	50
Non-Cash Investing and Financing Activities
Shares issued for prepaid consulting	$	-		$	84,250
Original issuance discount	$	24,465		$	-
Equipment purchased with capital lease	$	-		$	157,184
Adoption of ASC 842 operating lease asset and liability	$	523,313		$	-
Promissory note issued in Specialty acquistion	$	475,000		$	-
Intangible assets acuired in Specialty acquistion	$	806,000		$	-
Inventory acquired in Specialty acquistion	$	301,754		$	-
Property acquired in Specialty acquistion	$	46,156		$	-
Liabilities assumed in Specialty acquistion	$	10,277		$	-

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, 2019 and 2018 (Unaudited)

(1) Organization and Business Description

AmpliTech Group Inc. (“AmpliTech” or “the Company”) was incorporated under the laws of the State of Nevada on December 30, 2010. On August 13, 2012, the Company acquired AmpliTech Inc., by issuing 16,675,000 shares of the Company’s Common Stock to the shareholders of Amplitech Inc. in exchange for 100% of the outstanding shares of AmpliTech Inc. (“the Share Exchange”). After the Share Exchange, the selling shareholders owned 1,200,000 shares of the outstanding 17,785,000 shares of Company common stock, resulting in a change in control. Accordingly, the transaction was accounted for as a reverse acquisition in which AmpliTech, Inc. was deemed to be the accounting acquirer, and the operations of the Company were consolidated for accounting purposes. The capital balances have been retroactively adjusted to reflect the reverse acquisition.

AmpliTech designs, engineers and assembles micro-wave component based low noise amplifiers (“LNA”) that meet individual customer specifications. Application of the Company’s proprietary technology results in maximum frequency gain with minimal background noise distortion as required by each customer. The Company has both domestic and international customers in such industries as aerospace, governmental, defense and commercial satellite.

On September 12, 2019, Amplitech Group Inc. acquired the assets of Specialty Microwave Corporation (SMW), a privately held company based in Ronkonkoma, NY. The purchase included all inventory, orders, customers, fixed assets, and all intellectual property. The assets also included all eight team members of SMW. The total consideration paid was $1,143,633, consisting of $668,633 in cash and a $475,000 promissory note with an interest rate of 6%. The Company also entered into a five-year lease on the property located at 120 Raynor Avenue, Ronkonkoma, NY with an option to buy the property during the first two years of the lease for $1,200,000 and then at fair market value for the remainder of the lease term.

Specialty designs and manufactures passive microwave components and related subsystems that meet individual customer specifications. SMW has both domestic and international customers for use in satellite communication ground networks.

(2) Summary of Significant Accounting Policies

Basis of Accounting

The accompanying financial statements have been prepared using the accrual basis of accounting.

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 of a normal recurring nature, considered necessary for a fair presentation have been included.

8

AmpliTech Group, Inc.

 Notes To Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2019 and 2018 (Unaudited)

The results of operations for the nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019. 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, 2018 and 2017 included in Form 10-K filed with the SEC.

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 in consolidation.

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.

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. As of September 30, 2019, the Company’s cash and cash equivalents were deposited primarily in one financial institution.

Accounts Receivables

Trade accounts receivable are recorded at the net invoice value and are not interest bearing.

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 reasonablypossible that the Company’s estimate of the allowance for doubtful accounts will change in the future. An allowance of $0 has been recorded at September 30, 2019 and December 31, 2018.

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).

Inventory quantities and related values are analyzed at the end of each fiscal quarter to determine those items that are slow moving and 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.

9

AmpliTech Group, Inc.

 Notes To Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2019 and 2018 (Unaudited)

Property and Equipment

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. 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.

Long-lived assets

Long lived assets, such as property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Circumstances which could trigger a review include, but are not limited to; significant decrease in the market price of the asset; significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount of fair value less costs to sell and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use is their respective fair values.

Intangible Assets

Intangibles assets include goodwill, trademarks, intellectual property and customer base acquired through the asset purchase of Specialty Microwave. The Company accounts for Other Intangible Assets under the guidance of ASC 350, “Intangibles-Goodwill and Other.” Under the guidance, other intangible assets with definite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are tested annually for impairment.

10

AmpliTech Group, Inc.

 Notes To Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2019 and 2018 (Unaudited)

Leases

During the first quarter of 2019, we adopted ASU No. 2016-02, “Leases (Topic 842),” which requires leases with durations greater than twelve months to be recognized on the balance sheet. We adopted this standard using the modified retrospective approach with an effective date as of the beginning of January 2019. Prior year financial statements were not restated under the new standard. We lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the lease term. Many of our leases include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when appropriate. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement.

Revenue Recognition

We sell our products through a combination of a direct sales force in the United States and independent sales representatives in international markets. Revenue is recognized when a customer obtains control of promised goods based on the consideration we expect to receive in exchange for these goods. This core principle is achieved through the following steps:

Identify the contract with the customer. A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods to be transferred and identifies the payment terms related to these goods, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We do not have significant costs to obtain contracts with customers. For commissions on product sales, we have elected the practical expedient to expense the costs as incurred.

Identify the performance obligations in the contract. Generally, our contracts with customers do not include multiple performance obligations to be completed over a period. Our performance obligations generally relate to delivering single-use products to a customer, subject to the shipping terms of the contract. Limited warranties are provided, under which we typically accept returns and provide either replacement parts or refunds.

We do not have significant returns. We do not typically offer extended warranty or service plans.

Determine the transaction price. Payment by the customer is due under customary fixed payment terms, and we evaluate if collectability is reasonably assured. None of our contracts as of September 30, 2019 contained a significant financing component. Revenue is recorded at the net sales price, which includes estimates of variable consideration such as product returns, rebates, discounts, and other adjustments. The estimates of variable consideration are based on historical payment experience, historical and projected sales data, and current contract terms. Variable consideration is included in revenue only to the extent that it is probable that a significant reversal of the revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues.

11

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2019 and 2018 (Unaudited)

Allocate the transaction price to performance obligations in the contract. We typically do not have multiple performance obligations in our contracts with customers. As such, we generally recognize revenue upon transfer of the product to the customer’s control at contractually stated pricing.

Recognize revenue when or as we satisfy a performance obligation. We generally satisfy performance obligations at a point in time upon either shipment or delivery of goods, in accordance with the terms of each contract with the customer. We do not have significant

service revenue.

Reserves are recorded as a reduction in net sales and are not considered material to our condensed consolidated statements of income for the nine months ended September 30, 2019.

Research and Development

Research and development expenditures are charged to operations as incurred. The major components of research and development costs include consultants, outside service, and supplies. Research and development costs for the nine months ended September 30, 2019 and 2018 were $48,262 and $31,376.

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. At September 30, 2019, the Company had no material unrecognized tax benefits.

12

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2019 and 2018 (Unaudited)

Earnings Per Share

Basic earnings (loss) per share (“EPS”) are determined by dividing the net earnings (loss) by the weighted-average number of shares 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. As of September 30, 2019, there were 43,100,000 potentially dilutive shares that need to be considered as common share equivalents. As of September 30, 2019, because of the net loss, the effect of these potential common shares is anti-dilutive for September 30, 2019.

	Net Income			Shares		Per Share Amount
For the three months ended September 30, 2019:
Basic EPS	$	(138,384	)		48,336,326	$	(0.00	)
Effect of dilutive stock options, warrants and series A shares
Diluted EPS	$	(138,384	)		48,336,326	$	(0.00	)
For the three months ended September 30, 2018:
Basic EPS	$	6,728			48,336,326	$	0.00
Effect of dilutive stock options, warrants and series A shares					39,802,652
Diluted EPS	$	6,728			88,138,978	$	0.00

	Net Income			Shares		Per Share Amount
For the nine months ended September 30, 2019:
Basic EPS	$	(11,165	)		48,336,326	$	(0.00	)
Effect of dilutive stock options and series A shares
Diluted EPS	$	(11,165	)		48,336,326	$	(0.00	)
For the nine months ended September 30, 2018:
Basic EPS	$	120,953			47,581,381	$	0.00
Effect of dilutive stock options and series A shares					39,802,652
Diluted EPS	$	120,953			87,384,033	$	0.00

13

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2019 and 2018 (Unaudited)

Fair Value of Assets and Liabilities 

The Company complies with the provisions of ASC 820-10, “Fair Value Measurements and Disclosures.” ASC 820-10 relates to financial assets and financial liabilities. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.

ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from

independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:

Level 1. Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Cash and cash equivalents are valued using inputs in Level 1.

Level 2. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3. Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability. The unobservable inputs are developed based on the best information available in the circumstances and may include the Company’s own data.

 Application of Valuation Hierarchy

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. As such, the Company assessed that the fair value of , accounts receivable, prepaid expenses, accounts payable and accrued expenses, customer deposits, notes payable, and amounts due to officer approximate their carrying values due to their short-term nature.

14

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2019 and 2018 (Unaudited)

Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued and are recognized over the employees required service period, which is generally the vesting period.

Concentration of Credit Risk

Financial instruments that potentially subject the company to concentration of credit risk consist primarily of accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. Therefore, management does not believe significant credit risks exist at September 30, 2019.

Recent Accounting Pronouncements

During the first quarter of 2019, we adopted ASU No. 2016-02, “Leases (Topic 842),” which requires leases with durations greater than twelve months to be recognized on the balance sheet. We adopted this standard using the modified retrospective approach with an effective date as of the beginning of January 2019. Prior year financial statements were not restated under the new standard. We lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the lease term. Many of our leases include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when appropriate. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement.

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for nonemployee share-based payment transactions by expanding the scope of ASC Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. Under the new standard, most of the guidance on stock compensation payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. This standard became effective for us on January 1, 2019. The adoption of this standard did not have a material impact on our consolidated financial statements.

We do not expect the adoption of these or other recently issued accounting pronouncements to have a significant impact on our results of operation, financial position or cash flow.

15

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2019 and 2018 (Unaudited)

3) Revenues

The following table presents sales disaggregated based on geographic regions for the nine months ended: For the three months ended For the nine months ended:

	Sept. 30,		Sept. 30,		Sept. 30,		Sept. 30,
	2019		2018		2019		2018
Domestic sales	$	505,845	$	510,183	$	1,283,721	$	1,489,485
International sales		203,051		19,930		734,701		87,956
Total sales	$	708,896	$	530,113	$	2,018,422	$	1,577,441

(4) Acquisition of Specialty Microwave

On September 12, 2019, Amplitech Group Inc. acquired Specialty Microwave Corporation (SMW), a privately held company based in Ronkonkoma, NY. The purchase included all inventory, orders, customers, fixed assets, and all intellectual property. The assets also included all eight team members of SMW. The total consideration paid was $1,143,633, consisting of $668,633 in cash and a $475,000 promissory note with an interest rate of 6%. Additional acquisition costs that were expensed at September 30, 2019 totaled approximately $77,000. The Company also entered into a five- year lease on the property located at 120 Raynor Avenue, Ronkonkoma, NY with an option to buy the property during the first two years of the lease for $1.2 mm and then at fair market value for the remainder of the lease term.

As both companies are similar in nature, the acquisition will allow the combined resources and customer base to support more productivity and help in the development of new product lines. We started consolidating both companies for financial reporting purposes as of September 12, 2019. From the date of acquisition to September 30, 2019, SMW reported revenue of $125,633.

The provisional fair value of the purchase consideration issued to Specialty Microwave was allocated to the net tangible assets acquired. The Company accounted for the Acquisition as the purchase of a business under GAAP under the acquisition method of accounting, and the assets and liabilities acquired were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company. The fair value of the net assets acquired was approximately $337,633. The excess of the aggregate fair value of the net tangible assets has been allocated to net intangible assets of $806,000.

The purchase price allocation was based, in part, on management’s knowledge of Specialty Microwave’s business and is preliminary. Once we complete our analysis to finalize the purchase price allocation, which includes finalizing the valuation report from a third-party appraiser and a review of potential intangible assets, it is reasonably possible that, there could be significant changes to the preliminary values below.

16

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2019 and 2018 (Unaudited)

The following table summarizes the allocation of the preliminary purchase price as of the acquisition date:

Provisional purchase consideration at preliminary fair value:
Cash	$	668,633
Promissory Note		475,000
Total purchase price	$	1,143,633
Preliminary allocation of purchase price:
Inventory	$	301,754
Automobiles		19,527
Equipment		25,000
Computer		1,629
Preliminary Intangible Assets		806,000
Less: Customer Deposit		(10,277	)
Net assets acquired	$	1,143,633

The following tables summarizes the Company’s consolidated results of operations for the three and nine months ended, as well as unaudited pro forma consolidated results of operations as though the acquisition had occurred on January 1, 2018:

	Nine months ended
	30-Sep-19
	As Reported			Pro Forma
Net sales	$	2,018,422		$	3,055,259
Net income (loss) attributable to common shareholders		(11,165	)		142,378
Earnings per common share, basic and diluted:
Basic		(0.00	)		0.00
Diluted		(0.00	)		0.00

	Nine months ended
	30-Sep-18
	As Reported		Pro Forma
Net sales	$	1,577,441	$	2,640,862
Net income (loss) attributable to common shareholders		120,953		299,906
Earnings per common share, basic and diluted:
Basic		0.00		0.01
Diluted		0.00		0.00

17

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2019 and 2018 (Unaudited)

	Three months ended
	30-Sep-19
	As Reported			Pro Forma
Net sales	$	708,896		$	1,088,874
Net income (loss) attributable to common shareholders		(138,384	)		(69,874	)
Earnings per common share, basic and diluted:
Basic		(0.00	)		(0.00	)
Diluted		(0.00	)		(0.00	)

	Three months ended
	30-Sep-18
	As Reported		Pro Forma
Net sales	$	530,113	$	900,144
Net income (loss) attributable to common shareholders		6,728		36,842
Earnings per common share, basic and diluted:
Basic		0.00		0.00
Diluted		0.00		0.00

The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the Acquisition been completed as of January 1, 2018 or to project potential operating results as of any future date or for any future periods.

(5) 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 September 30, 2019 and December 31, 2018 was as follows:

	September 30,			December 31,
	2019			2018
Raw Materials	$	379,646		$	279,437
Work-in Progress		261,757			69,480
Finished Goods		113,588			118,545
Engineering Models		3,726			3,726
Subtotal	$	758,717		$	471,188
Less: Reserve for
Obsolescence		(85,000	)		(80,000	)
Total	$	673,717		$	391,188

18

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2019 and 2018 (Unaudited)

(6) Property and Equipment

Property and Equipment with estimated useful lives of seven and ten years consisted of the following at September 30, 2019 and December 31, 2018:

	September 30,			December 31,
	2019			2018
Lab Equipment	$	725,348		$	725,348
Manufacturing Equipment		25,000			-
Automobiles		19,527			-
Furniture and Fixtures		21,821			20,192
Subtotal		791,696			745,540
Less: Accumulated Depreciation		(596,792	)		(564,795	)
Total	$	194,904		$	180,745

Depreciation expense for the nine months ended September 30, 2019 and 2018 were $31,997 and $25,249 respectively.

(7) Line of Credit

On November 16, 2015, the Company entered into a commercial line of credit for $150,000. This agreement will be paid over a three-year term with monthly payments equal to 2.780% of the outstanding balance plus accrued interest. The initial variable interest rate on this agreement is 5.25% per annum. This interest rate may change every year on the anniversary date or change date to reflect the new prime rate in effect as per the Wall Street Journal plus 2%. The interest rate will never be greater than 25% or less than 5%. On April 20, 2016, the existing line of credit was increased from $150,000 to $250,000 with an extended maturity date of April 20, 2019. The outstanding balance as of September 30, 2019 and December 31, 2018 was $0 and $72,897, respectively. The Company repaid the line of credit $72,811 during the nine months ended September 30, 2019. Interest expense relating to this line of credit for the nine months ended September 30,2019 and 2018 was $1,386 and $5,344, respectively. This line of credit was closed on October 4, 2019.

On September 12, 2019, Amplitech entered into a new business line of credit for $500,000 maturing on October 1,2020. The line will be evaluated monthly on a borrowing base formula advancing 75% of the accounts receivables aged less than 90 days and 50% of inventory raw materials costs. The interest rate shall be based upon the Wall Street Journal Prime Rate, plus 1%. As of September 30, 2019, the outstanding balance is $0.

In addition, on September 12, 2019, the Company was approved for a $250,000 equipment leasing facility. As of September 30, 2019, this line has not been drawn upon.

19

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2019 and 2018 (Unaudited)

(8) Leases

We adopted ASC 842 “Leases” using the modified retrospective approach, electing the practical expedient that allows us not to restate our comparative periods prior to the adoption of the standard on January 1, 2019. As such, the disclosures required under ASC 842 are not presented for periods before the date of adoption.

The following was included in our balance sheet as of September 30, 2019:

Operating leases	As of September 30, 2019
Assets
ROU operating lease assets	$	479,084
Liabilities
Current portion of operating lease		123,282
Operating lease, net of current portion		360,770
Total operating lease liabilities	$	484,052
Finance leases
Assets
Property and equipment, gross	$	157,184
Accumulated depreciation		(28,068	)
Property and equipment, net		129,116
Liabilities
Current portion of financing lease		30,252
Finance lease, net of current portion		91,107
Total operating lease liabilities	$	121,359

The weighted average remaining lease term and weighted average discount rate at September 30, 2019 were as follows:

Weighted average remaining lease term (years)	September 30, 2019
Operating leases		4.42
Finance leases		4.00
Weighted average discount rate	September 30, 2019
Operating leases		6.46	%
Finance leases		4.18	%

20

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2019 and 2018 (Unaudited)

Finance Lease

The Company entered into a 60-month lease agreement to finance certain laboratory equipment in July 2018 with a purchase option of $1. As such, the Company has accounted for this transaction as a finance lease.

The following table reconciles future minimum finance lease payments to the discounted lease liability as of September 30, 2019:

Remaining in 2019	$	8,852
2020		34,888
2021		34,888
2022		34,888
2023		17,768
Total lease payments		131,284
Less imputed interest		(9,925	)
Total lease obligations		121,359
Less current obligations		(30,252	)
Long-term lease obligations	$	91,107

Operating Lease

On December 4, 2015, the Company entered into a new operating lease agreement to rent office space in Bohemia, NY This five-year agreement commenced February 1, 2016 with an annual rent of $50,000 and 3.75% increases in each successive lease year.

On January 15, 2016, the Company entered into a five-year agreement to lease 2 copiers with and annual payment of $2,985.

On September 12, 2019, the Company entered into a new operating lease agreement to rent office space in Ronkonkoma, NY. This five- year agreement commenced on September 12, 2019 with an annual rent of $90,000 and 3% increase in each successive lease year beginning in 2021.

21

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2019 and 2018 (Unaudited)

The following table reconciles future minimum operating lease payments to the discounted lease liability as of September 30, 2019:

Remaining in 2019	$	37,298
2020		151,129
2021		97,809
2022		95,481
2023		98,345
2024		75,972
Total lease payments		556,034
Less imputed interest		(71,982	)
Total lease obligations		484,052
Less current obligations		(123,282	)
Long-term lease obligations	$	360,770

(9) Notes Payable

Promissory Note:

On September 12, 2019, Amplitech Group Inc. acquired Specialty Microwave Corporation(SMW), a privately held company based in Ronkonkoma, NY. The purchase included all inventory, orders, customers, fixed assets, and all intellectual property. The assets also included all eight team members of SMW. The total consideration paid was $1,143,633, consisting of $668,633 in cash and a $475,000 promissory note with an interest rate of 6%. Beginning November 1, 2019, payment of principal and interest shall be due payable in fifty-nine (59) monthly payments of $9,213.69 with a final payment due October 1, 2024 of $9,203.07.

Loan Payable:

On March 18, 2019, the Company secured additional financing of $350,000, net of a $24,465 original issuance discount. The note bears interest at a rate of 13.99% per annum, under a five-year term to aid our growth initiatives. During the period ended September 30, 2019, the Company recorded accretion of $2,650, increasing the carrying value of the note to $301,024. The loan balance of $324,199.16, including accrued interest was paid in full in October 2019.

On September 12, 2019, the Company entered into a $1,000,000 seven- year term loan with amortization based on a ten- year repayment schedule. The loan bears interest at a fixed rate of 6.75%. As of September 30, 2019, the balance of the loan was $1,000,000 with repayment to begin on October 12, 2019 with a monthly repayment amount of $11,532.79.

22

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2019 and 2018 (Unaudited)

Future principal payments, net of debt discount, over the term of the loans as of September 30, 2019 are as follows:

For the years ended December 31,	Payments
Remaining in 2019	$	330,967
2020		159,476
2021		169,903
2022		181,015
2023		192,856
Thereafter		741,807
Total remaining payments	$	1,776,024

(10) Capital Stock

Preferred Stock

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 Convertible Preferred Stock (or “Series A”). Furthermore, each share of Series A is convertible into 100 shares of common stock at any time after issuance and the holder of each share of Series A is entitled to 100 votes when the vote of holders of the Company’s common stock is sought. In January 2015, the Board of Directors of the

Company increased the number of Series A designated from 140,000 to 401,000. There are currently 1,000 shares of Series A outstanding.

In April 2015, the Board of Directors of the Company designated 75,000 shares of Preferred Stock as Series B Convertible Preferred Stock (or “Series B”). The Series B shares are convertible into common stock at a conversion rate of one Series B share for 289 common shares. In addition, a holder of Series B Preferred Stock shall not be entitled to have any voting rights and shall hold a liquidation preference junior to a holder of Series A shares and pari passu with common shareholders. There are currently no shares of Series B outstanding.

Common Stock:

The Company originally authorized 50,000,000 shares of common stock with a par value of $0.001. Effective May 20, 2014, the Company increased its authorized shares of common stock from 50,000,000 to 500,000,000. As of September 30, 2019 and December 31, 2018, the Company had 48,336,326 shares of common stock issued and outstanding, respectively.

23

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2019 and 2018 (Unaudited

On February 14, 2018, the Company entered into an advisory agreement to assist in product sales and distribution in Asia and the Middle East. The advisor was paid compensation of a total of 2.2 million shares of restricted common stock valued at the closing market price on the date the shares were issued. The first installment of 500,000 shares was issued on February 14, 2018 at $0.035 and the second installment of 1,700,000 shares on April 9, 2018 at $0.04. The total value of shares issued for services aggregated to $85,950. As of September 30, 2019, $69,787 of the stock- expense had been recognized and $16,163 remained as a prepaid to be amortized over a two-year service period.

Options:

During 2014, the Company granted the chief executive officer of the Company an immediately exercisable option to purchase an aggregate of 400,000 shares of Series A at an exercise price of $0.0206 per share. There is no expiration date for this option and the related expense has been recorded in prior years.

Warrants:

On April 25, 2019, Wayne Homschek joined the Board of Directors as an independent Director who will aid in corporate strategy, financing and investor relations. He will be paid $5,000 per month for one year and receive a warrant, exercisable into 3,000,000 shares of common stock at an exercise price of $0.03 per share. The warrant has a six- month vesting period with a term of ten years. The following table summarizes the warrants outstanding of the Company during the nine- month period ended September 30, 2019:

	Number of		Weighted Average Exercise
	Warrants		Price ($)
Outstanding at December 31, 2018		-		-
Granted		3,000,000		.03
Exercised		-		-
Expired		-		-
Outstanding at September 30, 2019		3,000,000		.03
Exercisable at September 30, 2019		-		-

The Company has calculated the estimated fair market value of these options at $138,000, using the Black-Scholes model and the following assumptions: expected term 5.25 years, stock price $0.046, exercise price $0.03, 140.95% volatility, 2.54% risk free rate, and no forfeiture rate.

The Company recognized stock-based compensation of $119,148 and $0 for the nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019 the total remaining unrecognized compensation cost related to non-vested warrants was $18,852.

24

AmpliTech Group, Inc.

Notes To Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2019 and 2018 (Unaudited

(11) Subsequent events

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report.

On July 2, 2019, Amplitech Group, Inc. entered an engagement letter for strategic intellectual property consulting services with ipCapital Group (“ipCG”), to assist in the formulation and execution ofAmplitech’s intellectual property (“IP”) strategy.

Initially, ipCG will assist Amplitech to formulate a comprehensive “ipStory” around its proprietary trade secrets, knowhow and technology. This process is expected to take a couple of months and will be made available to investors once complete.

The consideration to be paid to ipCG is $30,000, of which ipCG has agreed to accept 200,000 shares of restricted common stock upon completion of the project at $0.10 per share as payment of $20,000 of the $30,000. These shares were issued on October 15, 2019.

On October 15, 2019, the Company engaged Maxim Group LLC (“Maxim”) as its financial advisor to assist the Company in growth strategy to the investment community with an ultimate goal of a potential up-list and capital raise on NASDAQ.

As consideration for Maxim’s services, Maxim shall be entitled to receive, and the Company agrees to pay Maxim, the following compensation:

(a) The Company will issue to Maxim or its designees 2,000,000 shares of the Company's Common Stock (“Common Stock”) based on the following schedule:

1.	$55,000 payable in 550,000 restricted shares of Common Stock upon the execution of the Agreement implying a price per share of $0.10
2.	$54,000 payable in 450,000 restricted shares of Common Stock six months from the date of the Agreement implying a price per share of $0.12
3.	1,000,000 restricted shares of Common Stock upon an uplisting of the Company’s Common Stock to a national exchange (NASDAQ or NYSE).

25

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 contain 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 consist of Radio Frequency (RF) amplifiers and related subsystems, operating at multiple frequencies from 50kHz to 44GHz, including Low Noise Amplifiers, Medium Power Amplifiers, Cryogenic amplifiers, oscillators, filters, and custom assembly 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.

On September 12, 2019, Amplitech Group Inc. acquired all of the assets of Specialty Microwave Corporation (SMW), a privately held company based in Ronkonkoma, NY. The purchase included all inventory, orders, customers, fixed assets, and all intellectual property. The assets also included all eight team members of SMW. The total consideration paid was $1,143,633, consisting of $668,633 in cash and a $475,000 promissory note with an interest rate of 6%. The Company also entered into a five- year lease on the property located at 120 Raynor Avenue, Ronkonkoma, NY with an option to buy the property during the first two years of the lease for $1.2 mm and then at fair market value for the remainder of the lease term.

Specialty designs and manufactures passive microwave components and related subsystems that meet individual customer specifications. SMW has both domestic and international customers for use in satellite communication ground networks.

26

Results of Operations

For the Nine Months Ended September 30, 2019 and September 30, 2018

Revenues

Sales increased by $440,981 or approximately 27.96%, when comparing sales for the nine months ended September 30, 2019 of $2,018,422, to sales for the nine months ended September 30, 2018 of $1,577,441. The Company experienced an increase in telecommunication products in both the domestic and the foreign markets. The purchase of Specialty Microwave helped increase sales in the telecommunication sector as well. Revenue for Specialty was $125,633.

Cost of Goods Sold and Gross Profit

Cost of goods sold increased by $305,554 or 45.09% for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. This increase is a result of the increase in sales and the increase in cost for outsourcing all orders with significant quantities. As our product line becomes more customer specific, the cost of engineering support, assembly labor and custom parts have increased as well. Gross profit increased by $135,427 or 15.05%, when comparing the first nine months of 2019 to the first nine months’ of 2018 gross profit of $899,827. Gross profit percentage decreased from 57.04% to 51.29%, as a result of the product mix with some of our products that are being outsourced having a lower gross profit margin.

General and Administrative Expenses

General and administrative expenses increased from $770,177 for the first nine months of 2018 compared to $1,021,448 for the first nine months of 2019, an increase of $251,271 or approximately 32.63%. The Company experienced an increase in parent company expenses, such as director’s fees, IR/PR fees and stock compensation expense relating to the issuance of warrants. The parent company also incurred approximately $77,000 in acquisition expenses relating to SMW. In addition, research and development expenses have increased approximately $15,000, when comparing 2019 to 2018. The Company has hired a new director of sales and marketing associate to promote and expand existing and new product lines. Computer costs have increased due computer software upgrades and the integration of Specialty Microwave.

27

Income (Loss) From Operations

As a result of the above, the Company had income from operations of $13,806, for the nine months ended September 30, 2019, compared to income from operations of $129,650, for the nine months ended September 30, 2018, an overall decrease of $115,844 or 89.35%

Other Income (Expenses)

Interest expense increased from $8,697 for the first nine months of 2018 compared to $24,971 for the first nine months of 2019, an increase of $16,274 or 187.12%. While the overall balance of the Company’s line of credit was low during the first half of the year, additional interest expense was incurred for the financing of our equipment lease and loan payable.

For the Three Months Ended September 30, 2019 and September 30, 2018

Revenues

Sales increased by $178,783, or approximately 33.73%, when comparing sales for the three months ended September 30, 2019 of $708,896 to sales for the three months ended September 30, 2018 of $530,113. The overall increase in sales is primarily is due to an increase in telecommunication products in both the domestic and the foreign markets and the purchase of SMW. Revenues for SMW were $125,633.

Cost of Goods Sold and Gross Profit

Cost of goods sold increased by $108,742, or 43.53%, for the three months ended September 30, 2019, compared to the three months ended September 30, 2018. This increase is a result of the increase in sales and the increase in cost for outsourcing all orders with significant quantities. As our product line becomes more customer specific, the cost of engineering support, assembly labor and custom parts have increased as well. Gross profit increased by $70,041, or 24.99%, when comparing the three months ended September 30, 2019 to the three months ended September 30, 2018. Gross profit percentage decreased from 52.88% to 49.42%, a decrease of 3.46%, as a result of the product mix with some of our products that are being outsourced having a lower gross profit margin.

General and Administrative Expenses

General and administrative expenses increased from $268,897 for the three months ended September 30, 2018, compared to $478,297 for the three months ended September 30, 2019, an increase of $209,400. The Company experienced an increase in parent company expenses., such as director’s fees, IR/PR fees and stock compensation expense relating to the issuance of warrants. The parent company also incurred approximately $77,000 in acquisition expenses relating to SMW. In addition, research and development expenses have increased approximately $15,000 when comparing 2019 to 2018. The Company has hired a new director of sales and marketing associate to promote and expand existing and new product lines. Computer costs have increased due computer software upgrades and the integration of Specialty Microwave.

Income(Loss) From Operations

As a result of the above, the Company had a net loss from operations of $127,927 for the three months ended September 30, 2019, compared to net income from operations of $11,432 for the three months ended September 30, 2018, a decrease of $139,359.

Other Income (Expenses)

Interest expense increased from $4,704 for the three months ended September 30, 2018, compared to $10,457 for the three months ended September 30, 2019, an increase of $5,573. Additional interest expense was incurred for the financing of our equipment lease and loan payable.

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Liquidity and Capital Resources

We have historically financed our operations by the issuance of debt from third party lenders, notes issued to various private individuals and personal funds advanced from time to time by the majority shareholder, who is also the President and Chief Executive Officer of the Company.

As of September 30, 2019, we had $982,311 in cash and cash equivalents compared to $442,098 in cash and cash equivalents as of December 31, 2018. As of December 31, 2018, and September 30, 2019 we had a working capital surplus of $836,786 and $1,529,779, respectively. We had stockholders’ equity of $915,305 and $1,023,288 at December 31, 2018 and September 30, 2019, respectively.

Net cash provided by operating activities was $5,123 for the nine months ended September 30, 2019, resulting primarily from the operating changes in accounts receivable, prepaid expenses, operating lease liability. Net cash used in investing activities was a result of the cash paid for the SMW acquisition. Net cash provided by financing activities for the nine months ended September 30, 2019 was $1,203,723 which resulted primarily from the proceeds received from the Company’s loan payable offset by the repayment of the line of credit and lease financing.

Net cash provided by operating activities was $113,352 for the nine months ended September 30, 2018, resulting primarily from the net income of $120,593, the increase in prepaid expenses, accounts payable and accrued expenses and customer deposits, offset by the change in accounts receivable and inventory. Net cash used in investing activities for the nine months ended September 30, 2018 was $6,883 to purchase office and laboratory equipment. Net cash provided by in financing activities for the nine months ended September 30, 2018 was $22,426 which resulted from the proceeds received from the Company’s line of credit offset by the payments on the capital lease financing.

We have begun to finance our internal growth from net income. We intend to continue 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 by operations and cash on hand will provide enough working capital to fund our operations for the next twelve months.

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. The Company believes there have been no significant changes during the nine-month period ended September 30, 2019, to the items disclosed as critical accounting policies in management’s discussion and analysis in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

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.

Off Balance Sheet Transactions

None.

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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 that evaluation, as of September 30, 2019, 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.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

To the best of our knowledge, there are no 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.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable

Item 5. Other Information.

None.

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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 Link base Document
101. DEF	XBRL Taxonomy Extension Definition Link base Document
101. LAB	XBRL Taxonomy Extension Label Link base Document
101. PRE	XBRL Taxonomy Extension Presentation Link base Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AmpliTech Group, Inc.
Dated: November 12, 2019	By:	/s/ Fawad Maqbool
		Fawad Maqbool
		President and Chief Executive Officer (Principal Executive Officer)

Dated: November 12, 2019	By:	/s/ Louisa Sanfratello
		Louisa Sanfratello Chief Financial Officer (Principal Financial Officer)

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