AmpliTech Group, Inc. (Form: S-1, Received: 08/13/2012 17:31:31)

DESCRIPTION OF SECURITIES TO BE REGISTERED

Our authorized share capital is 50,000,000 shares of common stock, $0.001 par value per share, of which 17,875,000 shares of common stock is issued and outstanding as of this filing. We are a Nevada corporation and our affairs are governed by our Articles of Incorporation and By-law. The following are summaries of material provisions of our Articles of Incorporation and By-law insofar as they relate to the material terms of our ordinary shares. Complete copies of our Articles of Incorporation and By-law are filed as exhibits to our public filings.

Common Stock

All outstanding shares of common stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.

Dividend Rights

Holders of the common stock may receive dividends when, as and if declared by our board of directors out of the assets legally available for that purpose and subject to the preferential dividend rights of any other classes or series of stock of our Company.

Voting Rights

Holders of the Common Stock are entitled to one vote per share in all matters as to which holders of Common Stock are entitled to vote. Holders of not less than a majority of the outstanding shares of Common Stock entitled to vote at any meeting of stockholders constitute a quorum unless otherwise required by law.

Election of Directors

Directors hold office until the next annual meeting of stockholders and are eligible for reelection at such meeting. Directors are elected by a plurality of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. There is no cumulative voting for directors.

Liquidation

In the event of any liquidation, dissolution or winding up of the Company, holders of the common stock have the right to receive ratably and equally all of the assets remaining after payment of liabilities and liquidation preferences of any preferred stock then outstanding.

Redemption

The common stock is not redeemable or convertible.

Preemptive Rights

Holders of the common stock do not have preemptive rights.

Other Provisions

This section is a summary and may not describe every aspect of the Common Stock that may be important to you. We urge you to read applicable Nevada law, our articles of incorporation and bylaws, as amended, because they, and not this description, define your rights as a holder the common stock. See “Where You Can Find More Information” for information on how to obtain copies of these documents.

DESCRIPTION OF BUSINESS

Please note that the information provided below relates to the combined enterprises after the acquisition of AmpliTech, Inc. except that information relating to periods prior to the date of the reverse acquisition only relate to Wealth Environmental Protection and its consolidated subsidiaries unless otherwise specifically indicated.

Business Overview

We function as a designer, manufacturer and distributor of cryogenic microwave amplifiers, RF designs and applications for Wireless Networks and the future of Wireless Communication.

Our Corporate History and Background

We incorporated under the laws of the Nevada on December 30, 2010. From inception until the closing of the Securities Exchange, we were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business that seeks the perceived advantages of being a publicly held corporation. During that time, we had no revenue and our operations were limited to capital formation, organization and development of our business plan. As a result of the Securities Exchange, we ceased our prior operations and, through Amplitech, we now operate as a designer, manufacturer and distributor of cryogenic microwave amplifiers, RF designs and applications for Wireless Networks and the future of Wireless Communication.

Amplitech incorporated under the laws of the State of New York on October 18, 2002. Immediately prior to the closing of the Securities Exchange, Fawad Maqbool was founder and principal shareholder of Amplitech. Amplitech’s operations to date have consisted of business formation, strategic development, marketing, product development, negotiations with suppliers, product manufacturing and distribution.

Acquisition of Amplitech, Inc.

On the Closing Date, we completed the Securities Exchange whereby we acquired all of the issued and outstanding membership interests of Amplitech in exchange for 16,450,000 shares of our common stock which shares constituted approximately 94% of our issued and outstanding shares of common stock as of and immediately after the consummation of the Securities Exchange.

As a result of the Securities Exchange, Amplitech became our wholly owned subsidiary and Fawad Maqbool became our principal stockholders. The Securities Exchange was treated as a recapitalization effected through a securities exchange, with Amplitech as the accounting acquirer and the Company the accounting acquiree. Unless the context suggests otherwise, when we refer in this prospectus to business and financial information for periods prior to the consummation of the Securities Exchange, we are referring to the business and financial information of Amplitech.

In connection with the Securities Exchange, Scott R. Chichester resigned as members of our Board of Directors and as officers of the Company, effective upon the closing of the Securities Exchange. Also effective upon closing of the Securities Exchange, Fawad Maqbool was appointed as the Chairman of the Board of Directors to fill the vacancies on our Board of Directors created by the resignation of Chichester. In addition, our Board of Directors appointed Mr. Maqbool as our President, Chief Executive Officer, and Secretary, Louisa Sanfratello as our Chief Financial Officer, all effective upon the closing of the Securities Exchange.

As a result of our acquisition of Amplitech, Amplitech became our wholly owned subsidiary and we have assumed the business and operations of Amplitech. On July 31, 2012, in anticipation of the closing of the Securities Exchange, we filed with the Secretary of the State of Nevada a Certificate of Amendment to our Articles of Incorporation to change our name from Bayview Acquisition Corp to AmpliTech Group, Inc., to more accurately reflect our new business operations.

Convertible Notes

On the Closing Date, we assumed all 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. 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, subject to adjustments upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

Industry and Competition

Market Overview

We operate our business in the industry of high power Radio Frequency (RF) semiconduct. We believe that the RF semiconduct industry has the following features:

High demand for complex, next-generation Wireless signal processing applications

·	Mass adoption of Internet and Web-based applications, and other high-band width applications

·	Ability to combine analog and digital signal processing into more integrated RF solutions

·	Wide spread application of low-cost, high-performance and functionality wireless networks

·	Emergence of 4G,WiMAX, satellite and advanced wireless network infrastructure roll-outs

Growing opportunity for advanced RF subsystems, modules and components

·	Demand for precise, high-speed signal conditioning interfaces between analog and digital

·	Combining analog/digital signal processing capabilities into more highly-integrated solutions

·	Wide spread application of low-cost, high-performance wireless network systems

·	Convergence of computing, communications, and consumer electronics with state-of-the-art signal processing capability with less power consumption

Complements OEM design, and manufacturing capabilities

·	Deliver high quality and feature improvements that service provider require

·	Lower production costs and shorten product development cycles

·	Adhere to flexibility, performance, streamlined procurement processes and value requirements

Competition

The markets for the products that we offer are very competitive, are rapidly evolving. Competition may increase in the future, which could require us to reduce prices, increase advertising expenditures or take other actions that may have an adverse effect on our operating results.

We believe that we will enjoy the following competitive advantages

·	Experienced team

·	Superior performance products

·	Proven mature reliable technology

·	Competitive pricing

·	Good deliveries

Our Strategy

Our objective is to become a premier designer, manufacturer and distributor of high quality and state-of-the-art cryogenic microwave amplifiers, RF designs and applications for Wireless Networks and the future of Wireless Communication. Key elements of our strategy include the following:

·	Reorganization

·	New Product Development

·	Commercializing and patenting of existing core technology into specific high volume technology sectors

Our Products

Our products consists of RF amplifiers and related subsystems, operating at multiple frequencies from 50kHz to 44GHz, including Low Noise Amplifiers, Medium Power Amplifiers, oscillators, filters, and custom assemblies such as MMIC (Monolithic Microwave Integrated Circuit) and MIC ( Microwave Integrated Circuit) designs.

Low Noise Amplifiers

Low Noise Amplifiers or LNAs are amplifiers used in receivers of almost every type of communication system (Wi-Fi, Radar, Satellite, Base station, Cellphone, Radio, etc.) to improve signal strength and increase sensitivity and range of receivers.

Medium Power Amplifiers

Medium Power Amplifers or MPAs provide increased output power and gain in transceiver chains to increase signal power and maintain dynamic range and linearity in Radars, Base-stations, Wireless networks, and almost every communication system.

UHF/VHF Medium Power Amplifiers

Oscillators

Phase Locked Oscillators or PLOs and Dielectric Resonator Oscillators or DROs are ultra-stable frequency sources and references in transceiver applications that complement the amplifier chain in the transceivers.

Phase Locked DRO (Oscillators)

Filters

Filters discriminate or block out certain frequencies in communication systems to improve dynamic range and NF response. Our filters are low loss and used on the front-end of the receiver chain that provide low degradation in the NF of the system, thereby maintaining and enhancing the signal clarity.

Our Technology

Our products are supported by hybrid design topologies that create highly linear Radio Frequency (RF) products that amplify and transform signals with minimal addition of noise, achieving high Signal to Noise Ratio (SNR) and increased receiver sensitivity and range at low cost and low power consumption. Our hybrid design topologies include:

·	Discrete Microwave Integrated Circuit (MIC) and Pseudomorphic High Electron Mobility Transistor (PHEMT) transistor stages

·	MIC and Low Noise MIC

The discrete topology that we utilize provides various advantages.

·	Can easily optimize Voltage Standing Wave Ratio (VSWR) and Noise Figure

·	Flexibility of design; can easily adapt to change of specs, technology, etc.

·	Low DC power consumption

·	Can control and optimize and gain flatness due to discrete gain stages

·	Optimum use of MIC technology and experience

·	Use of negative bias is not necessary

·	Better part availability

Manufacturing

Our manufacturing facility is located at our corporate office in Bohemia, New York. Our manufacturing process involves the assembly of numerous individual components and precise fine-tuning by production technicians. Our manufacturing facility is estimated to be capable of assembling up 100 amplifiers per month.

We are currently certified to the ISO 9001:2008 standard. ISO 9001 is a uniform worldwide Quality Management System (QMS) standard. We are also

Supplier

Our raw material consists of purchased component parts used in our assembly process. The following table sets forth suppler concentration based upon the percentage of our total raw material purchase for the year of 2011:

Supplier A	$	38,224	19.36	%
Supplier B		31,130	15.76	%
Supplier C		25,885	13.11	%
Supplier D		17,430	8.83	%
Supplier E		12,988	6.58	%
All other suppliers (approximately 40)		99,791	50.53	%
Total	$	197,489	100.00	%

Marketing

We employ an aggressive and focused approach to market our products.

Trade Shows

We attend trade shows such as MTTS (Microwave Theory and Techniques Show), IMS (Internation Microwave Symposium), European Microwave Symposium, SATCON, MILCOM. We also sponsor in some trade shows to gain recognition and presence.

Strategic Partnership and Joint Ventures

We explore opportunities with global OEMs (Original Equipment Manufacturers) by working strategic partnerships and joint ventures that improve sales and presence in marketplace.

Website

We maintain a dynamic website to capture more business via worldwide customer searches for our products on the internet.

Trade Magazines

We advertise our products in various trade magazines such as Microwave Journal, Microwaves & RF, High Frequency Electronics, etc.

Customers

We rely on our sales representatives or distributors to channel our products to about 15 countries in North America, Europe and Asia. We serve a diverse customer base located primarily in the US, with an increasing number in Europe, and Asia, across the industries as aerospace, governmental defense, commercial satellite. Some of our customers are established Fortune 100 corporations, such as Boeing Aerospace, NASA, Raytheon, Government of Israel, Ministry of Defense, and Mitsubishi Electronics.

The following table sets forth our more than 10% customers based upon the percentage of our total revenue for the year of 2011:

Customer A		$	120,680				13.37	%
Customer B			98,125				10.88	%

Government Regulation

We are subject to a number of laws and regulations that affect companies generally and specifically those conducting business of electronics, many of which are still evolving and could be interpreted in ways that could harm our business. Existing and future laws and regulations may impede our growth. These regulations and laws may cover taxation, pricing, copyrights, distribution, electronic contracts and other communications, consumer protection, web services, and the characteristics and quality of products and services. Unfavorable regulations and laws could diminish the demand for our products and services and increase our cost of doing business.

Environmental Protection

We comply with RoHS compliant. RoHS stands for Restriction of Use of Hazardous Substances regulations, which limit or ban specific substances, such as lead, cadmium, polybrominated biphenyl (PBB), mercury, hexavalent chromium, and polybrominated diphenyl ether (PBDE) flame retardants, in new electronic and electric equipment.

Intellectual Property

Except the domain name of “amplitechinc.com”, we currently do not own any intellectual property rights. We regard the protection of our copyrights, service marks, trademarks, trade secrets and other intellectual property rights as critical to our future success. We rely on contractual restrictions to protect our proprietary rights in products and services. It is our policy to enter into confidentiality and invention assignment agreements with our employees and contractors and nondisclosure agreements with our suppliers and strategic partners in order to limit access to and disclosure of our proprietary information. We cannot assure you that these contractual arrangements or the other steps taken by us to protect our intellectual property will prove sufficient to prevent misappropriation of our technology or to deter independent third-party development of similar technologies.

Employees

As of this prospectus, we had six full time employees and three part time employees. From time to time, we may hire additional workers on a contract basis as the need arises.

DESCRIPTION OF PROPERTIES

Our principal executive office is located at35 Carlough Rd. #3, Bohemia, NY 11716. The property at this location is leased by the Company, at monthly rental expenses of $2,600, and for a term of one year ending June 30, 2013.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Business Overview

We function as a designer, manufacturer and distributor of cryogenic microwave amplifiers, RF designs and applications for Wireless Networks and the future of Wireless Communication.

Recent Developments

Acquisition of Amplitech, Inc.

On the Closing Date, we completed the Securities Exchange whereby we acquired all of the issued and outstanding membership interests of Amplitech in exchange for 16,675,000 shares of our common stock which shares constituted approximately 94% of our issued and outstanding shares of common stock as of and immediately after the consummation of the Securities Exchange.

Convertible Notes

Results of Operations

For Years Ended December 31, 2011 and December 31, 2010

Revenues

Sales decreased to $906,829 for the year ended December 31, 2011 from $936,392 for the year ended December 31, 2010, a decrease of $29,563, or approximately 3%. This decrease was the direct result of production slowing down significantly over the first nine months of 2011 because of increasing cash flow constraints and the inability to buy parts to fulfill sales orders on a timely basis. Production and related sales improved in the fourth quarter of 2011, which directly resulted from the Company securing a line-of-credit to finance accounts receivable and material purchase orders.

Cost of Goods Sold and Gross Profit

Cost of Goods Sold decreased from $481,040 in 2010 to $348,194 in 2011, a decrease of $132,846, or approximately 28%. This decrease was the direct result of reducing production management salaries and related expenses from 2010 to 2011. As a result, the Gross Profit improved to $558,635, or approximately 62%, for 2011 compared to $455,352, or approximately 49%, for 2010, an overall increase of $103,283.

General and Administrative Expenses

General and administrative expenses decreased from $554,669 in 2010 to $485,994 in 2011, a decrease of $68,675, or approximately 12%. This decrease resulted from a reduction of certain administrative salaries and related expenses as well as rent expense, a direct result of the Company moving in the third quarter of 2011 to a smaller facility at a reduced cost.

Net Income (Loss)

As a result of reducing production costs and overhead expenses described above from 2010 to 2011, the Company had Net Income of $15,458 in 2011 compared to a Net (Loss) of $92,924 in 2010. This represents an overall increase of $108,382 from 2010 to 2011.

For Quarters Ended March 31, 2012 and March 31, 2011

Revenues

Sales increased by $55,941, or approximately 27%, when comparing sales for the three months ended March 31, 2011 of $206,812 to sales for the three months ended March 31, 2012 of $262,753. The increase in sales is directly related to a more efficient production department in the first quarter of 2012 and enhanced cash flow from the ability to utilize the line-of-credit that was secured in September of 2011 to finance accounts receivable and material purchase orders.

Cost of Goods Sold and Gross Profit

Cost of Goods Sold as a percentage of Sales increased by approximately 5% when comparing 42% for the first quarter of 2011 to 47% the first quarter of 2012. This results from the average selling price per unit decreasing for the three months ended March 31, 20112 compared to the three months ended March 31, 2011. This also resulted in a corresponding 5% decrease in Gross Profit as a percentage of Sales. However, overall Gross Profit increased by $17,553, or approximately 15%, when comparing the first quarter 2011 Gross Profit of $120,894 to the first quarter 2012 Gross Profit of $138,839.

General and Administrative Expenses

General and administrative expenses decreased from $120,815 in the first quarter of 2011 compared to $99,368 in the first quarter of 2012, a decrease of $21,447, or approximately 18%. This decrease resulted primarily from a reduction of certain administrative salaries and related expenses when comparing the three months ended March 31, 2011 to the three months ended March 31, 2012.

Net Income (Loss)

As a result of the above, the Company had Net Income of $15,494 for the three months ended March 31, 2012 compared to a Net (Loss) of $10,060 for the three months ended March 31, 2011. This represents an overall increase of $25,554 when comparing the first quarter of 2012 to the first quarter of 2011.

Liquidity and Capital Resources

We have historically financed our operations through debt from third party lenders, notes from various private individuals and funds advanced from the majority shareholder, who is also the President and CEO of the Company.

As of December 31, 2011 and March 31, 2012, we had $53,963 and $2,743, respectively, in cash and cash equivalents compared to $361 and $12,270 in cash and cash equivalents as of December 31, 2010 and March 31, 2011, respectively. As of December 31, 2010, December 31, 2011 and March 31, 2012 we had a working capital deficit of $276,080, $288,356 and $257,321, respectively, and an accumulated deficit of $359,080, $343,622 and $328,128, respectively.

The net cash provided by operating activities for the year ended December 31, 2010 was $184,282, which was primarily the result of an increased in Customer Deposits, Accounts Payable and Accrued Expenses. The net cash used by operating activities for the year ended December 31, 2011 was $64,026, which resulted primarily from a decrease in Customer Deposits, Accounts Payable and Accrued Expenses. Net cash provided by operating activities was $20,251 and $77,971 for the three months ended March 31, 2011 and for the three months March 31, 2012, respectively.

The net cash used by financing activities for the year ended December 31, 2010 was $189,713 where such funds were used to make loan repayments and repay the officer that advanced monies to the Company. Net cash provided by financing activities was $123,128 for the year ended December 31, 2011, which results primarily from factor financing advances and proceeds from Notes Payable. The net cash used by financing activities for the three months ended was $129,461 and reflects primarily repayments of Notes Payable and factor advances.

We intend to finance our internal growth with cash on hand, cash provided from operations, borrowings, debt or equity offerings, or some combination thereof. We believe that our cash provided from operations and cash on hand will provide sufficient capital to fund our operations for the next twelve months.

Financing Activities

In September 2011, we entered into a Master Factoring Agreement with a private lender to finance 80% of certain Accounts Receivable, with recourse, plus 50% of Domestic Sales Orders. The total credit facility is $300,000, including a maximum of $50,000 to finance Domestic Sales Orders until such time as they are converted to Accounts Receivable. The discount fee charged by the Factor to finance the Accounts Receivable is 2% of the customer invoice for the first thirty days, plus 1% for each fifteen day period thereafter to a maximum of ninety days at which time the invoice is charged back to the Company with full recourse. The discount fee related to financed Sales Orders is 2% per each thirty day period until converted to Accounts Receivable.

We issued six month promissory note for $25,000 on March 13, 2012. The note accrues interest at a rate of 8% per annum and is payable on September 12, 2012. This note was subsequently exchanged and made part of a Convertible Promissory Note for $50,000 dated May 4, 2012.

Beginning in April 2012, we raised $170,000 and converted other debt in the amount of $42,500 by issuing a series of six month Convertible Promissory Notes. These notes accrue interest at a rate of 8% per annum and are convertible, at the sole discretion of the holder, into shares of common stock representing a 1.25% equity interest in the Company, on a fully diluted basis, for each $25,000 invested.

Critical Accounting Policies

We account for income taxes under the Financial Accounting Standards Board (“FASB”) ASC No. 740, Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Recent Accounting Pronouncements

In October 2009, the FASB issued an Accounting Standard Update (“ASU”) No. 2009-13 (“ASU 2009-13”), which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit and modifies the manner in which the transaction consideration is allocated across the separately identified deliverables. ASU 2009-13 significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. ASU 2009-13 is effective for the first annual reporting period beginning on or after June 15, 2010, and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. The adoption of ASU 2009-13 on January 1, 2011 did not have a material effect on the Company’s financial statements upon its required adoption.

In January 2010, the FASB issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires new disclosures on the transfers of assets and liabilities between Level 1 (quoted prices in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair value measurement hierarchy, including the reasons and the timing of the transfers. Additionally, the guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance became effective for the Company with the reporting period beginning January 1, 2010, except for the disclosure on the roll forward activities for Level 3 fair value measurements, which became effective for the Company with the reporting period beginning July 1, 2011. Other than requiring additional disclosures, adoption of this new guidance did not have a material impact on the Company’s financial statements.

In April 2010, the FASB issued ASU No. 2010-13 (“ASU 2010-13”), which amends ASC 718 – Compensation – Stock Compensation (“ASC 718”) to clarify that a stock-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades shall not be considered to contain a market, performance, or service condition. Therefore, such an award is not to be classified as a liability if it otherwise qualifies as equity classification. ASU 2010-13 is effective for fiscal years beginning on or after December 15, 2010, and its adoption did not have a material impact on the Company’s financial statements.

In May 2011, the FASB issued ASU No. 2011-04. The amendments in this ASU generally represent clarifications of ASC 820, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This ASU results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and International Financial Reporting Standards (“IFRS”). The amendments in this ASU are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early adoption by public entities is not permitted. The Company will adopt the methodologies prescribed by this ASU by the date required and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

In June 2011, the FASB issued ASU No. 2011-05. Under the amendments in this ASU, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The amendments in this ASU should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The amendments do not require any transition disclosures. Due to the recent nature of this pronouncement, the Company is evaluating when it will adopt of ASU 2011-05, but it is not expected to have a material impact on the Company’s results of operations or financial position.

In September 2011, the FASB issued ASU 2011-08, Intangibles – Goodwill and Other , which simplifies how an entity is required to test goodwill for impairment. This ASU would allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under the ASU, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The ASU includes a number of factors to consider in conducting the qualitative assessment. The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. This standard is not expected to have a material impact on the Company’s results of operations or financial position.

Off-Balance Sheet Arrangements

As of March 31, 2012, we did not have any off-balance sheet arrangements.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the name and age of officers and director as of the date hereof. Our executive officers are elected annually by our board of directors. Our executive officers hold their offices until they resign, are removed by the Board, or his successor is elected and qualified.

Name	Age	Position

Fawad Maqbool (1)	51	Chairman, President, Chief Executive Officer, Treasurer and Secretary
Louisa Sanfratello (2)	47	Chief Financial Officer

(1)	Mr. Maqbool was appointed as our Chairman, President, Chief Executive Officer, Treasurer and Secretary on August 13, 2012 upon the closing of the Share Exchange.

(2)	Ms. Sanfratello was appointed as our Chief Financial Officer on August 13, 2012 upon the closing of the Share Exchange.

Mr. Fawad Maqbool

Fawad Maqbool, age 51, has served as the President, Chief Executive Officer and Chairman of the Board of Directors since founding Amplitech, Inc. 2002. He has also been the majority shareholder of the Company since its inception. Prior to founding Amplitech, Inc., Mr. Maqbool was the President of Aeroflex Amplicomm, Inc. for 2000 and 2001. His duties included, among other things, overseeing the design and development of amplifiers specifically for fiber optic communication applications. Mr. Maqbool was with MITEQ, Inc. from 1987 through 1999 where he began as an Engineering Group Leader and ultimately held the title of Department Head responsible for a staff of thirty-two consisting of engineers, technicians, assemblers and support personnel. His professional career began with the Hazeltine Corporation in 1983 where he was a Microwave Design Engineer through 1986. Mr. Maqbool received bachelor degrees in electrical engineering (major in microwaves and RF) and biomedical engineering from the City College of New York. He subsequently earned a masters degree in electrical engineering (major in microwaves and RF) from Polytechnic University.

Through his prior service, Mr. Maqbool possesses the knowledge and experience in microwaves and RF electrical engineering that aids him in efficiently and effectively indentifying and executing the Company’s strategic priorities.

Ms. Sanfratello

Louisa Sanfratello, CPA, age 47, has been a self-employed independent accountant servicing numerous clients in various industries since 1998. One of her clients is the local chapter of Make a Wish Foundation where she serves as the Treasurer. Ms. Sanfratello was the Controller of The New Interdisciplinary School from 1991 through 1997 where she was responsible for the preparation of financial statements and coordination of all outside audits, reporting directly to the executive director. Her duties included the day-to-day financial management of the organization including projection of cash flow requirements. Ms. Sanfratello began her professional career in 1987 with the public accounting firm of Holtz Rubenstein & Company where she was a member of the audit staff until 1990. Ms. Sanfratello received a bachelor degree (magna cum laude) in business administration – accounting from Dowling College.

Family Relationship

There are no family relationships between any of our directors or executive officers.

Employment Agreements

As of the filing of this prospectus, we have not entered into employment agreements with our executive officers and director.

Board of Directors

Our sole director holds office until the next annual meeting of shareholders and until his successor has been duly elected and qualified. Officers are elected by and serve at the discretion of the board of directors.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our director or executive officers has, during the past ten years:

·	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
·	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
·	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

·	been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
·	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
·	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Code of Ethics

We currently do not have a code of ethics that applies to our officers, employees and director, including our Chief Executive Officer, however, we are in the process of formulating a code of ethics and intend to adopt one in the near future.

Corporate Governance and Limitations on Directors' and Officers' Liability

Our directors and officers are indemnified as provided by general corporation law of the Nevada Revised Statutes, as amended (“NRS”), and our articles of incorporation and By-laws the Company.

Under the NRS, director immunity from liability to a company or its stockholders for monetary liabilities applies automatically unless it is specifically limited by a company’s articles of incorporation which is not the case with our articles of incorporation. Excepted from that immunity are:

(1) a willful failure to deal fairly with the company or its stockholders in connection with a matter in which the director has a material conflict of interest;

(2) a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);

(3) a transaction from which the director derived an improper personal profit; and

(4) willful misconduct.

Our Articles of Incorporation and By-laws provide are silent with respect to indemnification.

EXECUTIVE COMPENSATION

The following sets forth information with respect to the compensation awarded or paid to our principal executive officer and the two other highest paid executive officers for all services rendered in all capacities to us and our subsidiaries in fiscal 2011 and 2010. These three executive officers are referred to as the “named executive officers” throughout this prospectus.

Summary Compensation Table

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named person for services rendered in all capacities during the noted periods.

Summary Compensation of Named Executive Officers

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)		All Other Compensation ($)		Total ($)
Fawad Maqbool (1)	2011		101,923		-		-		-		101,923
Chairman, President and Chief Executive Officer	2010		87,885		-		-		-		87,885
					-		-		-
Scott R. Chichester (2)	2011		0		-		-		-		0
Former President	2010		0		-		600		-		600
					-		-		-
Louisa Sanfratello (3)	2011		1,650		-		-		-		1,650
Chief Financial Officer	2010		-		-		-		-		-

(1)	Represents Ms. Maqbool’s compensation from AmpliTech, Inc. for 2011 and 2010.
(2)	Mr. Chichester served as our President since inception and resigned as from such position on August 13, 2012 upon the closing of the Share Exchange. Mr. Chichester’s resignation was not a result of any disagreement with the Company on any matters relating to the Company’s operations, policies (including accounting or financial policies) or practices. December 2011.
(3)	Represents Ms. Sanfratello’s compensation from mid-December 2011, the commencement of her employment with AmpliTech, Inc. to December 31, 2011.

Outstanding Equity Awards at Fiscal Year End

None of our executive officers received any equity awards, including, options, restricted stock or other equity incentives during the fiscal year ended December 31, 2011 and 2010.

Compensation of Directors

During the year ended December 31, 2011 and 2010, the former sole director Scott R. Chichester did not receive any compensation solely for service as a director.

Our sole director Fawad Maqbool will not receive any compensation solely for service as a director. It is our current policy that our director is reimbursed for reasonable out-of-pocket expenses incurred in attending each board of directors meeting or meeting of a committee of the board of directors.

Compensation Committee Interlocks and Insider Participation

During the fiscal years of 2011 and 2010, we did not have a standing compensation committee. Our board of directors was responsible for the functions that would otherwise be handled by the compensation committee. The sole director conducted deliberations concerning executive officer compensation, including directors who were also executive officers. None of our executive officers has served on the board of directors or compensation committee (or other committee serving an equivalent function) of any other entity, any of whose executive officers served on our Board or Compensation Committee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each director and named executive officer, (ii) all executive officers and directors as a group; and (iii) each shareholder known to be the beneficial owner of 5% or more of the outstanding ordinary shares of the Company as of August 13, 2012.

Beneficial ownership is determined in accordance with the rules of the SEC. Generally, a person is considered to beneficially own securities: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, and (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days (such as through exercise of stock options or warrants). For purposes of computing the percentage of outstanding shares held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of August 13, 2012are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. Unless otherwise indicated below, the address of each person listed in the table below is c/o 35 Carlough Rd. #3, Bohemia, NY 11716.

	Amount and Nature of Beneficial Ownership
	Common Stock (1)
Name and Address of Beneficial Owner	No. of Shares		% of Class
Directors and Officers
Fawad Maqbool, Chairman, President, and Chief Executive Officer		12,015,280		67.22	%
Louisa Sanfratello, Chief Financial Officer		200,000		1.12
All officers and directors as a group (2 persons)		12,215,280		68.34	%

5% Security Holders
David Behanna (3) 36 Mount Grey Road, Setauket, New York 11733		1,658,000		9.28	%

(1)

Based on 17,875,000 shares of common stock issued and outstanding as of August 13, 2012. For each beneficial owner above, the number of shares of common stock into which Convertible Notes held by such beneficial owner are convertible within 60 days of August 13, 2012 have been included in the number of ordinary shares owned by such beneficial owner.

(2)

Includes (i) 1,000,000 shares of common stock held by DRB Consulting, Inc., of which David Behanna is the President of DRB Consulting, Inc. and thus has voting and dispositive control over securities held by it; (ii) 250,000 shares of common stock held by Laura Behanna, wife of David Behanna; (iii) 204,000 shares of common stock each held by Kimberly Behanna and Sarah Behanna, daughter so David Behanna.

Changes in Control

We do not currently have any arrangements which if consummated may result in a change of control of our Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Related Persons

The following sets forth a summary of transactions since the beginning of the fiscal year of 2011, or any currently proposed transaction, in which the Company was to be a participant and the amount involved exceeded or exceeds $120,000 and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

Our officer and director Fawad Maqbool, who is the majority stockholder, advanced to the Company for working capital. The amount due is unsecured, non-interest bearing and is payable upon demand. The highest principal amount of such advance was $85,611, of which $28,392 was repaid during 2011. The balance at December 31, 2011 was $57,219.

Policies and Procedures for Review, Approval or Ratification of Transactions with Related Persons

We expect to prepare and adopt a written related-person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration and approval or ratification of “related-persons transactions.” For purposes of our policy only, a “related-person transaction” will be a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person” are participants involving an amount that exceeds $120,000 or one percent of the average of the Company’s total assets at the year-end for 2011 and 2010. Transactions involving compensation for services provided to us as an employee, director, consultant or similar capacity by a related person will not be covered by this policy. A related person will be any executive officer, director or a holder of more than five percent of our ordinary shares, including any of their immediate family members and any entity owned or controlled by such persons.

We anticipate that, where a transaction has been identified as a related-person transaction, the policy will require management to present information regarding the proposed related-person transaction to our audit committee (or, where approval by our audit committee would be inappropriate, to another independent body of our board of directors) for consideration and approval or ratification. Management’s presentation will be expected to include a description of, among other things, the material facts, the direct and indirect interests of the related persons, the benefits of the transaction to us and whether any alternative transactions are available.

To identify related-person transactions in advance, we are expected to rely on information supplied by our executive officers, directors and certain significant shareholders. In considering related-person transactions, our board of directors will take into account the relevant available facts and circumstances including, but not limited to:

·	the risks, costs and benefits to us;
·	the effect on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;
·	the terms of the transaction;
·	the availability of other sources for comparable services or products; and

·	the terms available to or from, as the case may be, unrelated third parties or to or from our employees generally.

We also expect that the policy will require any interested director to excuse himself or herself from deliberations and approval of the transaction in which the interested director is involved.

Promoters and Certain Control Persons

A “promoter” within the definition of 12b-2 includes (i) any person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes initiative in founding and organizing the business or enterprise of an issuer; or (ii) any person who, in connection with the founding and organizing of the business or enterprise of an issuer, directly or indirectly receives in consideration of services or property, or both services and property, 10 percent or more of any class of securities of the issuer or 10 percent or more of the proceeds from the sale of any class of such securities.

We have no knowledge of any person who would be deemed a “promoter” of our company during the past five years within the meaning of Rule 405 under the Securities Act, except as follows:

Mr. Scott R. Chichester, who was a officer and director at the inception of the Company, may come into the definition of promoter as person taking initiative in founding and organizing the business of the company. At inception, the Company issued 60,000 shares of common stock or 60% of the number of the outstanding ordinary shares at the time of the issuance, at par value of 0.001to Mr. Chichester. The shares Mr. Chichester beneficially owns may be deemed an item of value received from the Company as a promoter.

Mr. Lawrence Adams, who was the secretary at the inception of the Company, may come into the definition of promoter as person taking initiative in founding and organizing the business of the company. At inception, the Company issued 40,000 shares of common stock or 40% of the number of the outstanding ordinary shares at the time of the issuance, at par value of 0.001to Mr. Lawrence. The shares Mr. Lawrence beneficially owns may be deemed an item of value received from the Company as a promoter.

Director Independence

Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

·	the director is, or at any time during the past three years was, an employee of the company;
·	the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
·	a family member of the director is, or at any time during the past three years was, an executive officer of the company;
·	the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

·	the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or
·	the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

We do not currently have any independent director in light of the NASDAQ Listing Rule 5605(a)(2) and the standards established by the SEC.

We do not currently have a separately designated audit, nominating or compensation committee.

LEGAL MATTERS

The validity of the ordinary shares offered by this prospectus and certain other legal matters as to Nevada will be passed upon for us by Anslow & Jaclin, LLP, with the address of 195 US Highway 9, Suite 204, Manalapan, NJ 07726.

EXPERTS

Our audited consolidated financial statements appearing in this prospectus and registration statement have been audited by Sam Kan & Company, an independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We filed with the SEC a registration statement under the Securities Act for the common stock in this offering. This prospectus does not contain all of the information in the registration statement and the exhibits and schedule that were filed with the registration statement. For further information with respect to us and our ordinary shares, we refer you to the registration statement and the exhibits that were filed with the registration statement. Statements contained in this prospectus about the contents of any contract or any other document that is filed as an exhibit to the registration statement include material provisions but are not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement.

We file annual, quarterly, and current reports and other information with the SEC. Our filings with the SEC are available to the public on the SEC’s website at www.sec.gov . You may also read and copy, at the SEC’s prescribed rates, any document we file with the SEC, including the registration statement (and its exhibits) of which this prospectus is a part, at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

AmpliTech, Inc.

Index To Financial Statements

For The Years Ended December 31, 2010 and 2011

Report of Independent Registered Public Accounting Firm			F-2

Balance Sheets as of December 31, 2010 and 2011			F-3

Statements of Operations for the years ended December 31, 2010 and 2011			F-4

Statements of Stockholders’ Equity for the years ended December 31, 2010 and 2011			F-5

Statements of Cash Flows for the years ended December 31, 2010 and 2011			F-6

Notes to Audited Financial Statements			F-7

Balance Sheets as of December 31, 2011 and March 31, 2012 (Unaudited)			F-18

Statements of Operations for the three months ended March 31, 2011 and 2012 (Unaudited)			F-19

Statements of Stockholders’ Equity for the three months ended March 31, 2012 (Unaudited)			F-20

Statements of Cash Flows for the three months ended March 31, 2011 and 2012 (Unaudited)			F-21

Notes to Unaudited Financial Statements			F-22

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of

AmpliTech, Inc.

We have audited the accompanying balance sheet of AmpliTech, Inc. (the “Company”) as of December 31, 2011 and 2010, and the related statements of operations, stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial positions of the Company as of December 31, 2011 and 2010, and the results of its operations and cash flows for the years then ended were in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 14 to the financial statements, the Company has suffered losses from the year of 2010 and generated minimal profit in the year of 2011, and has experienced working capital deficit, which raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to those matters are also described in Note 14 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Date: July 5, 2012	By:	/s/ Sam Kan & Company
		Sam Kan & Company
		Alameda, California

F-2

AmpliTech , Inc.

Balance Sheets

As of December 31, 2010 and 2011

	2011			2010
Assets

Current Assets

Cash and Cash Equivalents	$	53,963		$	361
Accounts Receivable		121,684			136,461
Inventory		199,868			201,572
Tax Credit Receivable		48,254			48,254

Total Current Assets		423,769			386,648

Property and Equipment, Net of
Accumulated Deprecaition		95,219			130,957
Deferred Financing Costs, Net of
Accumulateed Amortization		11,565			13,344
Security Deposits		5,375			9,060

Total Assets	$	535,928		$	540,009


Liabilities and Stockholders' Equity

Current Liabilities

Accounts Payable and
Accrued Expenses	$	190,031		$	304,090
Customer Deposits		67,649			129,378
Payroll Taxes Payable		54,419			21,298
Notes Payable		174,983			131,624
Factor Financing		184,499			-
Current Portion of Capital Lease		4,864			11,190
Current Portion of Loans Payable		35,680			65,148

Total Current Liabilities		712,125			662,728

Long-Term Liabilities

Capital Lease		-			4,864
Loans Payable		110,206			145,886
Due to Officer		57,219			85,611

Total Liabilities		879,550			899,089

Commitments and Contingencies

Stockholders' Deficit

Common Stock, no par value, 200
shares authorized, 147 shares
issued and outstanding		-			-
Additional Paid-In Capital		142,200			142,200
Accumulated Deficit		(485,822	)		(501,280	)

Total Stockholders' Deficit		(343,622	)		(359,080	)

Total Liabilities and
Stockholders' Deficit	$	535,928		$	540,009

See accompanying notes to financial statements

F-3

AmpliTech , Inc.

Statements of Operations

For The Years Ended December 31, 2010 and 2011

	2011			2010

Sales, Net	$	906,829		$	936,392

Cost of Goods Sold		348,194			481,040

Gross Profit		558,635			455,352

General and Administrative		485,994			554,669

Income (Loss) From Operations		72,641			(99,317	)

Other Income (Expenses);

Other Income		-			74,362
Interest Expense		(46,494	)		(63,846	)
Other Expenses		(10,689	)		(4,123	)

Income (Loss) Before Income Taxes		15,458			(92,924	)

Provision (Credit) For Income Taxes		-			-


Net Income (Loss)		15,458			(92,924	)

Basic and Diluted Income (Loss) per Share	$	105.16		$	(632.14	)

Weighted Average Number of Shares
Outstanding, Basic and Diluted		147			147

See accompanying notes to financial statements

F-4

Amplitech, Inc.

Statements of Stockholders' Equity

For the years ended December 31, 2010 and 2011

	Common Stock				Additional					Total
	Number of		Par		Paid-In		Accumulated			Stockholders'
	Shares		Value		Capital		Deficit			Equity


Balance, December 31, 2009		147	$	-	$	142,200	$	(408,356	)	$	(266,156	)

Net (loss) for the year ended
December 31, 2010								(92,924	)		(92,924	)


Balance, December 31, 2010		147		-		142,200		(501,280	)	$	(359,080	)

Net income for the year ended
December 31, 2011								15,458			15,458


Balance, December 31, 2011		147		-		142,200		(485,822	)		(343,622	)

See accompanying notes to financial statements

F-5

AmpliTech, Inc.

Statements of Cash Flows

For The Years Ended December 31, 2010 and 2011

	2011			2010
Cash Flows from Operating Activities:

Net Income (Loss)	$	15,458		$	(92,924	)

Adjustments to reconcile net income (loss) to
net cash provided (used) by operating activities:

Depreciation and Amortization		43,017			42,626
Changes in Operating Assets and Liabilities:
Accounts Receivable		14,777			(23,293	)
Inventory		1,704			(44,829	)
Tax Credit Receivable		-			18,128
Security Deposits		3,685			(100	)
Accounts Payable and
Accrued Expenses		(114,059	)		209,131
Customer Deposits		(61,729	)		97,696
Payroll Taxes Payable		33,121			(22,153	)

Total Adjustments		(79,484	)		277,206

Net cash provided (used) by operating activities		(64,026	)		184,282

Cash Flows from Investing Activities:

Purchase of Property and Equipment		(5,500	)		-

Net cash (used) by financing activities		(5,500	)		-

Cash Flows from Financing Activities:

Increase in Notes Payable, Net of Repayments		43,359			25,898
Advances From Factor Financing, Net		184,499			-
Loan Repayments		(65,148	)		(62,689	)
Capital Equipment Lease Payments		(11,190	)		(10,540	)
Decrease in Due to Officer		(28,392	)		(142,382	)

Net cash provided (used) by financing activities		123,128			(189,713	)

Net increase (decrease) in cash and cash equivalents		53,602			(5,431	)

Cash and Cash Equivalents, Beginning of Period		361			5,792

Cash and Cash Equivalents, End of Period	$	53,963		$	361

Supplemental disclosures:

Interest and Taxes paid:

Interest Expense	$	46,494		$	63,846
Income Taxes	$	510		$	1,083

See accompanying notes to financial statements

F-6

AmpliTech, Inc.

Notes To Financial Statements

For The Years Ended December 31, 2010 and 2011

(1) Organization and Business Description

AmpliTech, Inc. (“AmpliTech” or “the Company”) was incorporated under the laws of the State of New York on October 18, 2002. 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, commercial satellite.

(2) Summary of Significant Accounting Policies

Basis of Accounting

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

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 December 31, 2010 and 2011 the 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.

F-7

AmpliTech, Inc.

Notes To Financial Statements

For The Years Ended December 31, 2010 and 2011

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 December 31, 2010 and 2011, the Company had no material unrecognized tax benefits.

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.

F-8

AmpliTech, Inc.

Notes To Financial Statements

For The Years Ended December 31, 2010 and 2011

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.

Recent Accounting Pronouncements

F-9

AmpliTech, Inc.

Notes To Financial Statements

For The Years Ended December 31, 2010 and 2011

The amendments in this ASU should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The amendments do not require any transition disclosures. Due to the recent nature of this pronouncement, the Company is evaluating when it will adopt of ASU 2011-05, but it is not expected to have a material impact on the Company’s results of operations or financial position.

F-10

AmpliTech, Inc.

Notes To Financial Statements

For The Years Ended December 31, 2010 and 2011

(3) Inventory

Inventory, which consists primarily of raw materials, is stated at the lower of cost (first-in, first-out basis) or market (net realizable value). The Inventory value at December 31, 2010 and 2011 was as follows;

	2011		2010
Raw Materials	$	137,462	$	156,385
Work-in Progress		23,535		17,585
Finished Goods		35,145		27,602
Engineering Models		3,726		-
Total	$	199,868	$	201,572

There is no reserve for obsolescence at December 2010 and 2011.

(4) Tax Credit Receivable

The Tax Credit Receivable represents the amount due from a New York State tax credit incentive program based on approximately 15% of qualified research and development expenditures the Company incurred in 2010. This program allowed qualified companies to participate for a maximum of three years. AmpliTech participated in this program from 2008 through 2010. (See Note 8)

(5) Property and Equipment

Property and Equipment with estimated useful lives of seven and ten years consisted of the following at December 31, 2010 and 2011;

	2011			2010
Lab Equipment	$	380,558		$	377,158
Furniture and Fixtures		11,568			9,468
		392,126			386,626
Less: Accumulated Depreciation		(296,907	)		(255,669	)
	$	95,219		$	130,957

Depreciation expense for 2010 and 2011 was $40,847 and $41,238, respectfully

F-11

AmpliTech, Inc.

Notes To Financial Statements

For The Years Ended December 31, 2010 and 2011

(6) Deferred Financing Costs

Deferred Financing Costs of $17,792 were incurred directly related to a Small Business Administration (“SBA”) funded loan the Company obtained in 2008 and are being amortized on a straight line basis over ten years. Accumulated amortization as of December 31, 2010 and 2011 was $4,448 and $6,227, respectfully. Amortization expense for both 2010 and 2011 was $1,779.

(7) Notes Payable

Notes Payable at December 31, 2010 and 2011 include demand notes totaling $78,458 and $107,043, respectfully, from several individuals and one corporation, with interest rates ranging from 0% to 12% per annum. Accrued interest related to these notes was $10,400 and $11,840 as of December 31, 2010 and 2011, respectively. Interest expense related to these notes for both 2010 and 2011 was $1,440.

A note from an individual for $25,000 dated March 1, 2011 was due on May 31, 2011 together with interest at a rate of 2% per annum. AmpliTech defaulted on this note and subsequently agreed to repay $25,500, including interest of $500, plus $2,981 for legal fees and related expenses (See Note 15). The interest, legal fees and related expenses totaling $3,481 have been accrued for as of December 31, 2011.

Notes Payable at December 31, 2010 and 2011 included $53,166 and $42,940, respectfully, related to two separate bank lines of credit that expired prior to 2010. As such, there is no current availability on either facility. The current minimum monthly payments are approximately $375 and 725, including interest at prime plus 4.85% and prime plus 11.50%, respectively. One Note with a balance of $30,537 at December 31, 2011 was re-negotiated in March 2012 (See Note 15). The other note is being paid as per the original agreement.

(8) Factor Financing

In September 2011, AmpliTech entered into a Master Factoring Agreement with a private lender to finance 80% of certain Accounts Receivable, with recourse, plus 50% of Domestic Sales Orders. The total credit facility is $300,000, including a maximum of $50,000 to finance Domestic Sales Orders until such time as they are converted to Accounts Receivable. The discount fee charged by the Factor to finance the Accounts Receivable is 2% of the customer invoice for the first thirty days, plus 1% for each fifteen day period thereafter to a maximum of ninety days at which time the invoice is charged back to the Company with full recourse. The discount fee related to financed Sales Orders is 2% per each thirty day period until converted to Accounts Receivable. The outstanding balances owed to the Factor at December 31, 2011 for financed Accounts Receivable and Domestic Sales Orders are $94,363 and $50,000, respectively.

F-12

AmpliTech, Inc.

Notes To Financial Statements

For The Years Ended December 31, 2010 and 2011

As part of the Master Factoring Agreement, the lender also agreed to advance $40,136 against the Tax Credit Receivable from New York State of $48,254 (See Note 4). The discount fee related to this balance is 2% per each thirty day period until payment is received from New York State. This advance was converted to a six month Promissory Note on December 6, 2011, ninety days from the original advance date, with accrued discount fees of $3,426 recorded at that time. This Note is payable each month based on a fixed principal payment of $6,689, plus interest on the unpaid balance at approximately 29% per annum. (See Note 15)

(9) Capital Lease

AmpliTech entered into a thirty-six month lease agreement to finance certain lab equipment in May 2009 with a bargain purchase option of $1. As such, the Company has accounted for this transaction as a Capital Lease as follows, assuming an imputed 6% annual interest rate;

Total rental payments	$	35,532
Less: Discount at 6%		( 3,074	)
Principal balance	$	32,458

Annual discounted principal payments over the term of this lease are as follows;

2009	$	5,864
2010		10,540
2011		11,190
2012		4,864
Total	$	32,458

(10) Loans Payable

Loans payable at December 31, 2010 and 2011 consisted of the following;

	2011			2010

Two SBA backed working capital loans at prime plus 2.75% per annum. Current monthly payments, including interest, are $2,215 and $3,633. These loans mature in February 2012 and September 2015, respectively.	$	145,886		$	211,034
Less: Current Portion		(35,680	)		(65,148	)
Loans Payable, Net of Current Portion	$	110,206		$	145,886

F-13

AmpliTech, Inc.

Notes To Financial Statements

For The Years Ended December 31, 2010 and 2011

The SBA loan that matured in February 2012 with a balance of $31,562 at December 31, 2010 was paid off in September 2011 as part of the Factor Financing (See Note 8).

Future maturities of Loans Payable as of December 31, 2010 and 2011 are as follows;

	2011		2010
2011			$	65,148
2012	$	35,680		35,680
2013		37,921		37,921
2014		40,303		40,303
2015		31,982		31,982
	$	145,886	$	211,034

Interest expense related to these loans for 2010 and 2011 was approximately $14,400 and $11,700, respectively.

(11) Due to Officer

The balance at December 31, 2010 and 2011 represents monies advanced to the Company by an officer, who is also the majority stockholder, for working capital. The amount due is unsecured, non-interest bearing and is payable upon demand. The balance is classified as non-current in the accompanying Balance Sheet because a demand for repayment is not anticipated during the next year.

(12) Income Taxes

The provision for (benefit from) income taxes for the years ended December 31, 2010 and 2011 are as follows, assuming a combined effective tax rate of approximately 40%:

F-14

AmpliTech, Inc.

Notes To Financial Statements

For The Years Ended December 31, 2010 and 2011

	Years Ended
	December 31,
	2011			2010

Federal and state
taxable income	$	6,183		$	-
Total current tax provision		6,183			-
Federal and state
loss carryforwards		-			37,170
Change in valuation allowance		6,183			(37,170	)
Total deferred tax provision		(6,183	)		-
Total income tax provision	$	-		$	-

The Company had deferred tax income tax assets as of December 31, 2010 and 2011 as follows:

	December 31,
	2011			2010
Loss carryforwards	$	187,897		$	194,080
Less: valuation allowance		(187,897	)		(194,080	)
Total net deferred tax assets	$	-		$	-

The Company has maintained a full valuation allowance against the total deferred tax assets for all periods due to the uncertainty of future utilization.

As of December 31, 2011, the Company has net operating loss carry forwards of $469,743 that expire in various years through 2031.

F-15

AmpliTech, Inc.

Notes To Financial Statements

For The Years Ended December 31, 2010 and 2011

(13) Commitments and Contingencies:

The Company rents office space under a non-cancelable operating lease agreement that commenced in July 2011 and expires in June 2012. In the normal course of business, it is expected that this lease will be renewed or replaced by a lease on other property with similar terms. The future monthly rental payments required under this operating lease agreement through June 30, 2011 is $16,950.

In September 2011, the Company entered into an agreement with a Consultant to provide accounting, tax, finance and management consulting services. The agreement is effective for a one year term and automatically renews for successive terms unless the Company or Consultant provides at least 90 day written notice prior to the renewal date. Fees for services are charged at $85 per hour for actual time incurred, plus additional fees for assisting the Company in raising debt financing or equity capital, determined on a case by case basis.

(14) 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 December 31, 2011, the Company had a working capital deficit of $288,356 and an Accumulated Deficit of $485,822. Additionally, there was a net loss of $92,924 for the year ended December 31, 2010 and there was minimal profit of $15,458 for the year ended December 31, 2011. These factors raise substantial doubt as to the ability of the Company to continue as a going concern. However, the Company plans to improve its financial condition by raising additional working capital from the issuance of Convertible Promissory Notes (See Note 15). Also, the Company plans to pursue new customers and acquisition prospects in order to improve operations. 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.

(15) Subsequent Events

In March 2012, The Company entered into a settlement agreement to repay $25,500, including interest of $500, plus $2,981 for legal fees and related expenses, for a note payable to individual that had defaulted in May 2011 (See Note 7). The settlement stipulates four consecutive monthly payments of $2,500 beginning in March 2012 with the balance of $18,481 payable in July 2012.

F-16

AmpliTech, Inc.

Notes To Financial Statements

For The Years Ended December 31, 2010 and 2011

The Tax Credit Receivable was received in March 2012 in the amount of $43,438, the balance due of $48,254 less other outstanding state taxes in the amount of $4,816. As per the Master Factoring Agreement, this payment was remitted to the lender to satisfy the balance due related to the Promissory Note dated December 6, 2011 (See Note 8)

The Company issued six month promissory note for $25,000 on March 13, 2012. The note accrues interest at a rate of 8% per annum and is payable on September 12, 2012. This note was subsequently exchanged and made part of a Convertible Promissory Note for $50,000 dated May 4, 2012 (See below).

On March 20, 2012, AmpliTech signed a Letter of Intent to merge with an existing Public Company. The purchase price shall be equal to 94% of the issued and outstanding stock of the Public Company in exchange for 100% of the Company’s shares.

Beginning in April 2012, the Company has raised $170,000 and converted other debt in the amount of $42,500 by issuing a series of six month Convertible Promissory Notes. These notes accrue interest at a rate of 8% per annum and are convertible, at the sole discretion of the holder, into shares of common stock representing a 1.25% equity interest in the Company, on a fully diluted basis, for each $25,000 invested.

The bank Note Payable with a balance of $30,537 at December 31, 2011 was re-negotiated in March 2012 (See Note 7). This Note was converted to a twenty four month term loan to be repaid in equal monthly installments of $1,233, plus interest at prime plus 10.5%.

In April 2012, the Company executed an agreement with a law firm to assist in the preparation and filing of an S-1 registration statement with the Securities and Exchange Commission (“SEC”) for $40,000. Pursuant to the agreement, the Company paid the law firm a retainer of $10,000. An additional $10,000 is due when the registration statement has been filed with the SEC, $10,000 is due when the S-1 becomes effective and the final $10,000 is due when the Company’s stock is listed and trading on the OTC Bulletin Board.

F-17

AmpliTech , Inc.

Balance Sheets

As of December 31, 2011 and March 31, 2012 (Unaudited)

	March 31,			December 31,
	2011			2011
Assets	(Unaudited)

Current Assets

Cash and Cash Equivalents	$	2,473		$	53,963
Accounts Receivable		80,024			121,684
Inventory		169,151			199,868
Tax Credit Receivable		-			48,254

Total Current Assets		251,648			423,769

Property and Equipment, Net of
Accumulated Deprecaition		82,694			95,219
Deferred Financing Costs, Net of
Accumulateed Amortization		11,115			11,565
Security Deposits		5,375			5,375

Total Assets	$	350,832		$	535,928

Liabilities and Stockholders' Equity

Current Liabilities
Accounts Payable and
Accrued Expenses	$	162,433		$	190,031
Customer Deposits		40,055			67,649
Payroll Taxes Payable		38,842			54,419
Notes Payable		136,390			174,983
Factor Financing		92,494			184,499
Current Portion of Capital Lease		915			4,864
Current Portion of Loans Payable		37,840			35,680

Total Current Liabilities		508,969			712,125

Long-Term Liabilities

Capital Lease		-			-
Loans Payable		128,710			110,206
Due to Officer		41,281			57,219
Total Liabilities		678,960			879,550

Commitments and Contingencies

Stockholders' Deficit

Common Stock, no par value, 200
shares authorized, 147 shares
issued and outstanding		-			-
Additional Paid-In Capital		142,200			142,200
Accumulated Deficit		(470,328	)		(485,822	)

Total Stockholders' Deficit		(328,128	)		(343,622	)

Total Liabilities and
Stockholders' Deficit	$	350,832		$	535,928

See accompanying notes to financial statements

F-18

AmpliTech, Inc.

Statements of Operations

For The Three Months Ended March 31, 2011 and 2012

(Unaudited)

	March 31,			March 31,
	2012			2011

Sales, Net	$	262,753		$	206,812

Cost of Goods Sold		123,914			85,918

Gross Profit		138,839			120,894

General and Administrative		99,368			120,815

Income (Loss) From Operations		39,471			79

Other Income (Expenses);

Interest Expense		(17,570	)		(7,600	)
Other Expenses		(6,407	)		(2,539	)

Income (Loss) Before Income Taxes		15,494			(10,060	)

Provision (Credit) For Income Taxes		-			-


Net Income (Loss)		15,494			(10,060	)


Basic and Diluted Income (Loss) per Share	$	105.40		$	(68.44	)

Weighted Average Number of Shares
Outstanding, Basic and Diluted		147			147

See accompanying notes to financial statements

F-19

Amplitech, Inc.

Statements of Stockholders' Equity

For the three months ended March 31, 2012

(Unaudited)

	Common Stock				Additional					Total
	Number of		Par		Paid-In		Accumulated			Stockholders'
	Shares		Value		Capital		Deficit			Equity


Balance, December 31, 2011		147	$	-	$	142,200	$	(485,822	)	$	(343,622	)

Net income for the quarter ended
March 31, 2012		-		-				15,494			15,494


Balance, March 31, 2012		147		-		142,200		(470,328	)	$	(328,128	)

See accompanying notes to financial statements

F-20

AmpliTech, Inc.

Statements of Cash Flows

For The Three Months Ended March 31, 2011 and 2012

(Unaudited)

	March 31,			March 31,
	2012			2011
Cash Flows from Operating Activities:

Net Income (Loss)	$	15,494		$	(10,060	)

Adjustments to reconcile net income (loss) to
net cash provided (used) by operating activities:

Depreciation and Amortization		12,975			10,754
Changes in Operating Assets and Liabilities:
Accounts Receivable		41,660			108,984
Inventory		30,717			(9,966	)
Tax Credit Receivable		48,254			-
Accounts Payable and
Accrued Expenses		(27,958	)		(121,752	)
Customer Deposits		(27,594	)		21,146
Payroll Taxes Payable		(15,577	)		21,145

Total Adjustments		62,477			30,311

Net cash provided by operating activities		77,971			20,251

Cash Flows from Investing Activities:

Purchase of Property and Equipment		-			(2,100	)

Net cash (used) by financing activities		-			(2,100	)

Cash Flows from Financing Activities:

Advances (Repayments) of Notes Payable, Net		(38,233	)		21,374
Repayment of Factor Advances, Net		(92,005	)		-
Increase (Decrease) in Loans Payable, Net		20,664			(11,681	)
Capital Equipment Lease Payments		(3,949	)		(2,727	)
Decrease in Due to Officer		(15,938	)		(13,208	)

Net cash (used) by financing activities		(129,461	)		(6,242	)

Net increase (decrease) in cash and cash equivalents		(51,490	)		11,909

Cash and Cash Equivalents, Beginning of Period		53,963			361

Cash and Cash Equivalents, End of Period	$	2,473		$	12,270

Supplemental disclosures:

Interest and Taxes paid:

Interest Expense	$	17,570		$	7,720
Income Taxes	$	585		$	-

See accompanying notes to financial statements

F-21

AmpliTech, Inc.

Notes To Financial Statements

For The Three Months Ended March 31, 2011 and 2012 (Unaudited)

Basis of Presentation

The accompanying unaudited interim financial statements of AmpliTech, Inc. (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 three months ended March 31, 2012 are not necessarily indicative of the results to be expected for the year ending December 31, 2012. The accompanying unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements and notes related thereto for the years ended December 31, 2010 and 2011.

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 March 31, 2012, the Company had a working capital deficit of $257,321 and an Accumulated Deficit of $470,328. Additionally, there was minimal profit of $15,458 for the year ended December 31, 2011 and $15,494 for the quarter ended March 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 the issuance of Convertible Promissory Notes. Also, the Company plans to pursue new customers and acquisition prospects in order to improve operations. 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.

Tax Credit Receivable

Notes Payable

In March 2012, The Company entered into a settlement agreement to repay $25,500, including interest of $500, plus $2,981 for legal fees and related expenses, for a note payable to individual that had defaulted in May 2011. The settlement stipulates four consecutive monthly payments of $2,500 beginning in March 2012 with the balance of $18,481 payable in July 2012.

F-22

AmpliTech, Inc.

Notes To Financial Statements

For The Three Months Ended March 31, 2011 and 2012 (Unaudited)

The bank Note Payable with a balance of $30,537 at December 31, 2011 was re-negotiated in March 2012. This Note was converted to a twenty four month term loan to be repaid in equal monthly installments of $1,233, plus interest at prime plus 10.5%, and is now included in Loans Payable.

Commitments and Contingencies

Subsequent Events

Beginning in April 2012, the Company raised $170,000 and converted other debt in the amount of $42,500 by issuing a series of six month Convertible Promissory Notes. These notes accrue interest at a rate of 8% per annum and are convertible, at the sole discretion of the holder, into shares of common stock representing a 1.25% equity interest in the Company, on a fully diluted basis, for each $25,000 invested.

F-23

6,418,638 Shares of Common Stock

AmpliTech Group, Inc.

Prospectus

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL ORDINARY SHARES AND IS NOT SOLICITING AN OFFER TO BUY ORDINARY SHARES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Until ___________, 2012, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The Date of This Prospectus Is: ________, 2012

PART II – INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance And Distribution

Securities and Exchange Commission Registration Fee	$	183.9
Transfer Agent Fees	$	0
Accounting fees and expenses	$	18,400	*
Legal fees and expense	$	30,000	*
Blue Sky fees and expenses	$	0
Total	$	48,583.9	*

* Estimated. We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their ordinary shares, including any brokerage commissions or costs of sale.

Item 14. Indemnification of Directors and Officers

Pursuant to the provisions of the Nevada Revised Statutes 78.7502 to 78.752 (the “NRS”), we must indemnify directors and officers for any expenses, including attorneys’ fees, actually and reasonably incurred by any director or officer in connection with any actions or proceedings, whether civil, criminal, administrative, or investigative, brought against such director or officer because of his or her status as a director or officer, to the extent that the director or officer has been successful on the merits or otherwise in defense of the action or proceeding. The NRS permits a corporation to indemnify a director or officer, even in the absence of an agreement to do so, for expenses actually and reasonably incurred in connection with any action or proceeding (i) if such officer or director (a) acted in good faith and in a manner in which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, (b) is not liable pursuant to Section 78.138 of the NRS (fiduciary duties), and (c) with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, or (ii) with respect to an action by or in the right of the corporation, if such director or officer (a) acted in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and (b) is not liable pursuant to Section 78.138 of the NRS (fiduciary duties), except that indemnification may not be made for any claim, issue or matter as to which a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court determines upon application that the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

II-1

The NRS also prohibits indemnification of a director or officer if a final adjudication establishes that the director’s or officer’s acts or omissions involved intentional misconduct, fraud, or a knowing violation of the law and were material to the cause of action. Despite the foregoing limitations on indemnification, the NRS may permit a director or officer to apply to the court for approval of indemnification even if the director or officer is adjudged to have committed intentional misconduct, fraud, or a knowing violation of the law. The NRS further provides that a corporation may purchase and maintain insurance for directors and officers against liabilities incurred while acting in such capacities regardless of whether the corporation has the authority to indemnify such persons under the NRS. Any discretionary indemnification under the NRS must be authorized upon a determination that such indemnification is proper: (i) by the stockholders, (ii) by a majority of a quorum of disinterested directors, or (iii) by independent legal counsel in a written opinion authorized by a majority vote of a quorum of directors consisting of disinterested directors or by independent legal counsel in a written opinion if a quorum of disinterested directors cannot be obtained.

Our Articles of Incorporation and By-laws provide are silent with respect to indemnification.

Item 15. Recent Sales of Unregistered Securities

The following sets for the issuance of unregistered securities by the registrant for the past three years.

On August 13, 2012, we issued a total of 16,675,000 shares of common stock to the former shareholders of AmpliTech, Inc., in exchange for 170.14 shares of AmpliTech, Inc., representing all the issued and outstanding capital stock of AmpliTech, Inc.. The number of our shares issued to AmpliTech’s former shareholders was determined based on an arms-length negotiation. The issuance of the above shares to these shareholders was made in reliance on the exemption provided by Section 4(2) of the Securities Act and Regulation S promulgated thereunder. The facts relied upon to make the exemption available are described

On July 20, 2012, in a private placement, we sold to a group of investors an aggregate 21,990 shares of common stock for $5,498. The foregoing securities were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

In instances described above where we issued securities in reliance upon Regulation D, we relied upon Rule 506 of Regulation D of the Securities Act. These shareholders who received the securities in such instances made representations that (a) the shareholder is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (b) the shareholder agrees not to sell or otherwise transfer the purchased shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (c) the shareholder has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, (d) the shareholder had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (e) the shareholder has no need for the liquidity in its investment in us and could afford the complete loss of such investment. Management made the determination that the investors in instances where we relied on Regulation D are accredited investors (as defined in Regulation D) based upon management’s inquiry into their sophistication and net worth. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.

In instances described above where we indicate that we relied upon Section 4(2) of the Securities Act in issuing securities, our reliance was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of offerees; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the sale of the stock took place directly between the offeree and us.

II-2

Item 16. Exhibits and Financial Statement Schedules

Exhibit No.		Description
2.1		Share Exchange Agreement, dated August 13, 2012, by and among AmpliTech Group, Inc., AmpliTech, Inc., and AmpliTech Shareholders.
3.1		Articles of Incorporation, incorporated herein by reference to Exhibit 3.1 the Company’s Registration Statement on Form 10 filed on April 19, 2011, as subsequently amended.
3.2		Certificate of Amendment to Articles of Incorporation dated July 31, 2012.
3.3		Amended and Restated Articles of Incorporation (to be filed by amendment to the registration statement on Form S-1).
3.4		By-laws, incorporated herein by reference to Exhibit 3.2 the Company’s Registration Statement on Form 10 filed on April 19, 2011, as subsequently amended.
4.1		Form of Convertible Note (to be filed by amendment to the registration statement on Form S-1)
5.1		Legal Opinion of Anslow & Jaclin, LLP
21.1		List of Subsidiaries
23.1		Consent of Sam Kan & Company
23.2		Consent of Anslow & Jaclin, LLP (contained in Exhibit 5.1)
101. INS*		XBRL Instance Document. (to be filed by amendment to the registration statement on Form S-1)
101. SCH*		XBRL Taxonomy Extension Schema Document (to be filed by amendment to the registration statement on Form S-1)
101. CAL*		XBRL Taxonomy Extension Calculation Linkbase Document (to be filed by amendment to the registration statement on Form S-1)
101. LAB*		XBRL Taxonomy Extension Label Linkbase Document (to be filed by amendment to the registration statement on Form S-1)
101. PRE*		XBRL Taxonomy Extension Presentation Linkbase Document (to be filed by amendment to the registration statement on Form S-1)
101. DEF*		XBRL Taxonomy Extension Definition Linkbase Document (to be filed by amendment to the registration statement on Form S-1)

___________

*Furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise not subject to liability under these sections.

II-3

Item 17. Undertakings

Undertaking Required by Item 512 of Regulation S-K.

(a) The undersigned registrant hereby undertakes:

(1) to file, during any period in which it offers or sells securities are being made, a post-effective amendment to this Registration Statement to:

(i) include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) For determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(c) For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, AmpliTech Group, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Bohemia, New York on this 13th day of August, 2012.

	AmpliTech Group, Inc.

	By:	/s/ Fawad Maqbool
		Fawad Maqbool
		President and Chief Executive Officer

In accordance with the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date

/s/ Fawad Maqbool	President, Chief Executive Officer and	August 13, 2012
Fawad Maqbool	Chairman of the Board of Directors

/s/ Louisa Sanfratello	Chief Financial Officer and	August 13, 2012
Louisa Sanfratello, CPA	Principal Accounting Officer

Nevada		3669		27-4566352
(State or other Jurisdiction of Incorporation)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

Title of Each Class Of Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Aggregate Offering Price per share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $0.001 par value per share	4,293,638		$	0.25	(2)	$	1,073,410	$	123.0

Common Stock, $0.001 par value per share, underlying the convertible note,	2,125,000	(3)	$	0.25	(4)	$	531,250	$	60.9

Total	6,418,638					$	1,586,660	$	183.9

Common stock offered by selling security holders		6,418,638 shares of common stock

Common stock outstanding before the offering		17,875,000 shares of common stock

Common stock outstanding after the offering (assuming full conversion of the Convertible Note)		20,000,000 shares of common stock

Use of Proceeds		We are not selling any common stock covered by this prospectus, and, as a result, will not receive any proceeds from this offering.

Risk Factors		See “Risk Factors” and other information included in this prospectus for a discussion of the risks you should carefully consider before deciding to invest in our common stock

Name	Number of Ordinary Shares Beneficially Owned Prior to the Offering (1)		Number of Ordinary Shares Included in Prospectus for Resale		Beneficial Ownership After the Offering (2)		Percentage of Common Stock Beneficially Owned After Offering (3)

Fawad Maqbool		12,015,280		1,015,280		11,000,000		61.54	%
Daniel Mazziota		872,520		436,260		436,260		2.4	%
Ewa Polubia		727,100		363,550		363,550		2.0
Timothy Gallaher		727,100		363,550		363,550		2.0	%
Mansoor Maqbool		100,000		100,000		0		0	%
Masroor Syed		100,000		100,000		0		0	%
Mohammad Ur-rehman		100,000		100,000		0		0	%
Louisa Sanfratello		200,000		200,000		0		0	%
DRB Consulting, Inc. (4)		1,000,000		500,000		500,000		2.8	%
Kimberly Behanna (5)		204,000		102,000		102,000		0.6	%
Sarah Behanna (6)		204,000		102,000		102,000		0.6	%
Laura Behanna (7)		250,000		125,000		125,000		0.7	%
Thomas Behanna (8)		25,000		25,000		0		0	%
John E. Lander		50,000		50,000		0		0	%
Ronald M. Organ		50,000		50,000		0		0	%
Ralph Coppola		50,000		50,000		0		0	%
Larry Adams (9)		392,668		196,334		196,334		1.1	%
Scott Chichester(10)		392,668		196,334		196,334		1.1	%
Nancy Bradt (11)		125,000		125,000		0		0	%
Thomas Willetts (12)		500,000		500,000		0		0	%
Ared Garan (13)		125,000		125,000		0		0	%
Lexington Trading Partners (14)		125,000		125,000		0		0	%
Madison Park Investment Fund (15)		500,000		500,000		0		0	%
Philippe Demenais (16)		250,000		250,000		0		0	%
Eric Osessean (17)		125,000		125,000		0		0	%

		Page
Prospectus Summary		5
Risk Factors		6
Cautionary Statement Regarding Forward-Looking Statements		19
Use of Proceeds		20
Determination of Offering Price		20
Selling Shareholders		20
Plan of Distribution		24
Description of Securities to be Registered		26
Description of Business		27
Description of Property		35
Legal Proceedings
Market For Common Equity and Related Stockholder Matters
Management’s Discussion and Analysis of Financial Condition and Results of Operations		35
Directors, Executive Officers, Promoters, and Control Persons		40
Executive Compensation		43
Security Ownership of Certain Beneficial Owners and Management		44
Certain Relationships and Related Transactions		45
Legal Matters		47
Experts		47
Where You Can Find More Information		47
Index to Financial Statements		F-1

	“Closing Date” refers August 13, 2012;
	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

	“SEC” refers to the United States Securities and Exchange Commission;
	“Securities Act” refers to the Securities Act of 1933, as amended;

·	our expectations regarding the market for our products and services;
·	our expectations regarding the continued growth of the water purifying agent industry in the PRC;
·	our beliefs regarding the competitiveness of our products;
·	our expectations regarding the expansion of our manufacturing operations;
·	our expectations with respect to increased revenue growth and our ability to achieve profitability resulting from increases in our production volumes;
·	our future business development, results of operations and financial condition; and

Managed Technologies (18)	125,000	125,000	0	0	%
Graham Bruwer (29)	250,000	250,000	0	0	%
Res Holdings Corp (20)	392,930	196,596	196,334	1.1	%
Rafael Veloz	5,236	5,236	0	0	%
Elizabeth Veloz	262	262	0	0	%
Segal Gebski PLLC (21)	262	262	0	0	%
Paul Lee	5,236	5,236	0	0	%
Christina Julie Betancourt	262	262	0	0	%
Edia Irizarry	262	262	0	0	%
Renee M Almodovar	262	262	0	0	%
Christinas Creations (22)	2,356	2,356	0	0	%
Mark S Lindenmann	2,618	2,618	0	0	%
Jai P Sharma	262	262	0	0	%
Frank M Tudisco	262	262	0	0	%
Steven R. Russolese	262	262	0	0	%
Louis Welfare	262	524	0	0	%
Addr Properties, LLC (23)	524	262	0	0	%
Darren M. Derosa	262	262	0	0	%
Angelo Derosa	262	262	0	0	%
Sterling Seal & Supply, Inc. (24)	262	262	0	0	%
Integrity Cargo Freight Corp. (25)	262	262	0	0	%
Q5 Ventures, LLC (26)	262	262	0	0	%
Chichester Associates, Inc. (27)	262	262	0	0	%
John J. Chichester	262	262	0	0	%
Stacia Edwards	262	262	0	0	%
Michael J. Whittemore	262	262	0	0	%
Desiree M. Muzzicato	262	262	0	0	%
Charles Derosa	262	262	0	0	%
Mark Sirchio	262	262	0	0	%
Keith J Abbes	262	262	0	0	%

(1)	Represents total ownership with respect to all shares of our issued and outstanding common stock, common stock underlying the Convertible Note, as a single class and on an “as converted” basis.
(2)	Assumes that all securities offered are sold.

(3)	As of August 13, 2012, a total of 17,875,000 shares of common stock are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1). The number of our ordinary shares excludes (i) 2,125,000 shares of common stock that are issuable upon the conversion of the Convertible Notes we issued on August 13, 2012. For each beneficial owner above, any options or warrants exercisable within 60 days have been included in the denominator.
(4)	David Behanna is the President of DRB Consulting, Inc. and thus has voting and dispositive control over securities held by it.
(5)	Kimberly Behanna is daughter of David Behanna and shares the same household with David Behanna. David Behanna is the President of DRB Consulting, Inc. and thus has voting and dispositive control over the 1,000,000 shares of the Company common stock held by it.

(6)	Sarah Behanna is daughter of David Behanna and shares the same household with David Behanna. David Behanna is the President of DRB Consulting, Inc. and thus has voting and dispositive control over the 1,000,000 shares of the Company common stock held by it.
(7)	Laura Behanna is wife of David Behanna. David Behanna is the President of DRB Consulting, Inc. and thus has voting and dispositive control over the 1,000,000 shares of the Company common stock held by it.
(8)	Thomas Behanna is brother of David Behanna. David Behanna is the President of DRB Consulting, Inc. and thus has voting and dispositive control over the 1,000,000 shares of the Company common stock held by it.

(9)	Scott Chichester is the former President, Treasurer, and sole Director of the Company.
(10)	Larry Admas is the former Secretary of the Company.
(11)	Includes 125,000 shares of common stock underlying the Convertible Note.
(12)	Includes 500,000 shares of common stock underlying the Convertible Note.
(13)	Includes 125,000 shares of common stock underlying the Convertible Note.
(14)	Includes 125,000 shares of common stock underlying the Convertible Note.

(15)	Includes 500,000 shares of common stock underlying the Convertible Note.
(16)	Includes 250,000 shares of common stock underlying the Convertible Note.

(17)	Includes125, 000 shares of common stock underlying the Convertible Note.
(18)	Includes125, 000 shares of common stock underlying the Convertible Note.
(19)	Includes 250,000 shares of common stock underlying the Convertible Note.
(20)	Epi Almodovar is the President of Res Holdings Corp and thus has voting and dispositive control over the 392,930 shares of the Company common stock held by it.
(21)	Marius Segal-Gebski is the sole member of Segal Gebski PLLC and thus has voting and dispositive control over the 262 shares of the Company’s common stock held by it.
(22)	Christina Betancourt is the sole proprietor of Christinas Creations and thus is deemed to have voting and dispositive control over the 2,356 shares of the Company common stock held by it.
(23)	Sterling Consolidated Corp is the parent company of Addr Properties, LLC and thus has voting and dispositive control over the 262 shares of the Company’s common stock held by Addr Properties, LLC. Fred Zink is the President of Sterling Consolidated Corp and thus is deemed to have voting and dispositive control over the securities held by it.
(24)	Fred Zink is the President of Sterling Consolidated Corp and thus is deemed to have voting and dispositive control over the 262 shares of the Company’s common stock held by it.
(25)	Sterling Consolidated Corp is the parent company of Integrity Cargo Freight Corp. and thus has voting and dispositive control over the 262 shares of the Company’s common stock held by Integrity Cargo Freight Corp. Fred Zink is the President of Sterling Consolidated Corp and thus is deemed to have voting and dispositive control over the securities held by it.
(26)	Sterling Consolidated Corp is the parent company of Q5 Ventures, LLC. and thus has voting and dispositive control over the 262 shares of the Company’s common stock held by Q5 Ventures, LLC. Fred Zink is the President of Sterling Consolidated Corp and thus is deemed to have voting and dispositive control over the securities held by it.
(27)	Sally Chichester is the sole officer and director of Chichester Associates, Inc. and thus is deemed to have voting and dispositive control over the 262 shares of the Company common stock held by it.

·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
·	block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
·	an exchange distribution in accordance with the rules of the applicable exchange;
·	privately negotiated transactions;
·	short sales effected after the date the registration statement of which this Prospectus is a part is declared effective by the SEC;
·	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
·	broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share; and

ARTICLE I DEFINITIONS
	Section 1.1	Definitions	1

ARTICLE II SHARE EXCHANGE; CLOSING
	Section 2.1	Share Exchange	6
	Section 2.2	Withholding	6
	Section 2.3	Closing	7
	Section 2.4	Closing Deliveries	7
	Section 2.5	Acquiror and Acquiror Principal Shareholders	7
	Section 2.6	Closing Deliveries by Acquiree and Acquiree Shareholders	7
	Section 2.7	Section 368 Reorganization	7

ARTICLE III REPRESENTATIONS OF ACQUIREE SHAREHOLDERS
	Section 3.1	Authority	8
	Section 3.2	Binding Obligations	8
	Section 3.3	No Conflicts	8
	Section 3.4	Ownership of Shares	9
	Section 3.5	Certain Proceedings	9
	Section 3.6	No Brokers or Finders	9
	Section 3.7	Investment Representations	9
	Section 3.8	Stock Legends	12
	Section 3.9	Disclosure	13

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE ACQUIREE
	Section 4.1	Organization and Qualification	13
	Section 4.2	Authority	13
	Section 4.3	Binding Obligations	14
	Section 4.4	No Conflicts	14
	Section 4.5	Subsidiaries	15
	Section 4.6	Organizational Documents	15
	Section 4.7	Capitalization	15
	Section 4.8	No Brokers or Finders	15
	Section 4.9	Disclosure	16

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR AND THE ACQUIROR PRINCIPAL SHAREHOLDERS
	Section 5.1	Organization and Qualification	16
	Section 5.2	Authority	16
	Section 5.3	Binding Obligations	17
	Section 5.4	No Conflicts	17
	Section 5.5	Subsidiaries	17
	Section 5.6	Organizational Documents	18
	Section 5.7	Capitalization	18
	Section 5.8	Compliance with Laws	19
	Section 5.9	Certain Proceedings	19
	Section 5.10	No Brokers or Finders	19
	Section 5.11	Contracts	20
	Section 5.12	Tax Matters	20
	Section 5.13	Labor Matters	21
	Section 5.14	Employee Benefits	21
	Section 5.15	Title to Assets	22
	Section 5.16	Intellectual Property	22
	Section 5.17	Environmental Laws	22
	Section 5.18	SEC Reports	23
	Section 5.19	Internal Accounting Controls	23
	Section 5.20	Listing and Maintenance Requirements	23
	Section 5.21	Application of Takeover Protections	24
	Section 5.22	Transactions With Affiliates and Employees	24
	Section 5.23	Liabilities	24
	Section 5.24	Bank Accounts and Safe Deposit Boxes	24
	Section 5.25	Investment Company	24
	Section 5.26	Bank Holding Company Act	24
	Section 5.27	Public Utility Holding Act	25
	Section 5.28	Federal Power Act	25
	Section 5.29	Money Laundering Laws	25
	Section 5.30	Foreign Corrupt Practices	25
	Section 5.31	DTC Eligibility	25
	Section 5.32	Absence of Certain Changes or Events	25
	Section 5.33	Disclosure	26
	Section 5.34	Undisclosed Events	26
	Section 5.35	Non-Public Information	26
	Section 5.36	Notes Assignment and Assumption.	26

ARTICLE VI CONDUCT PRIOR TO CLOSING
	Section 6.1	Conduct of Business	27
	Section 6.2	Restrictions on Conduct of Business	27

ARTICLE VII ADDITIONAL AGREEMENTS
	Section 7.1	Access to Information	31
	Section 7.2	Legal Requirements	31
	Section 7.3	Notification of Certain Matters	31
	Section 7.4	Acquisition Proposals	32
	Section 7.5	Financials of Acquiree.	32
	Section 7.6	Resignation of Director.	33
	Section 7.7	Number of Acquiror’s Shareholders .	33

ARTICLE VIII POST CLOSING COVENANTS
	Section 8.1	General	33
	Section 8.2	Litigation Support	33
	Section 8.3	Assistance with Post-Closing SEC Reports and Inquiries	34
	Section 8.4	Public Announcements	34

ARTICLE IX TAX MATTERS
	Section 9.1	Tax Periods Ending on or before the Closing Date	35
	Section 9.2	Tax Periods Beginning Before and Ending After the Closing	35
	Section 9.3	Indemnification	35
	Section 9.4	Tax Sharing Agreements	35
	Section 9.5	Certain Taxes	36

ARTICLE X CONDITIONS TO CLOSING
	Section 10.1	Conditions to Obligation of the Parties Generally	36
	Section 10.2	Conditions to Obligation of the Acquiree Parties	36
	Section 10.3	Conditions to Obligation of the Acquiror Parties	39

ARTICLE XI TERMINATION
	Section 11.1	Grounds for Termination	41
	Section 11.2	Procedure and Effect of Termination	43
	Section 11.3	Effect of Termination	43

ARTICLE XII SURVIVAL; INDEMNIFICATION
	Section 12.1	Survival	44
	Section 12.2	Indemnification by the Acquiror Principal Shareholders	44
	Section 12.3	Matters Involving Third Parties	44
	Section 12.4	Exclusive Remedy	45

ARTICLE XIII MISCELLANEOUS PROVISIONS
	Section 13.1	Expenses
	Section 13.2	Confidentiality
	Section 13.3	Notices
	Section 13.4	Further Assurances
	Section 13.5	Waiver
	Section 13.6	Entire Agreement and Modification
	Section 13.7	Assignments, Successors, and No Third-Party Rights
	Section 13.8	Severability
	Section 13.9	Section Headings
	Section 13.10	Construction
	Section 13.11	Counterparts
	Section 13.12	Specific Performance
	Section 13.13	Governing Law; Submission to Jurisdiction
	Section 13.14	Waiver of Jury Trial

If to Acquiror, to:		AmpliTech Group, Inc. 410 Park Ave Suite 1630 New York, NY 10022 Attention: Scott R. Chichester, President Telephone No.: + (212) 507-9387 Facsimile No.: ___________________________
With copies to:		______________________________________
		______________________________________
		______________________________________
		Attention: ______________________________ Telephone No.: __________________________ Facsimile No.: ___________________________

If to the Acquiree, to:		Amplitech Inc. 35 Carlough Rd. #3 Bohemia, NY 11716 Attention: Fawad Maqbool, President Telephone No.: 631-521-7831 Facsimile No.: 631-521-7871

With copies to:		Anslow & Jaclin, LLP 195 Route 9 South, Second Floor Manalapan, New Jersey 07726 Attention: Gregg E. Jaclin, Esq. Telephone No.: 732-409-1212 Facsimile No.: 732-577-1188

	ACQUIROR:

	AMPLITECH GROUP, INC.

	By:	/s/ Scott R. Chichester
	Name:	Scott R. Chichester
	Title:	President

	ACQUIREE:

	AMPLITECH INC.

	By:	/s/ Fawad Maqbool
	Name:	Fawad Maqbool
	Title:	President

	ACQUIREE SHAREHOLDER:

	DRB Consulting, Inc.

	/ s/ David Behanna
	By: David Behanna
	Title: President

	ACQUIREE SHAREHOLDER:

	/s/ Daniel Mazziota
	Name: Daniel Mazziota

	ACQUIREE SHAREHOLDER:

	/s/ Timothy Gallaher
	Name: Timothy Gallaher

	ACQUIREE SHAREHOLDER:

	/s/ Mansoor Maqbool
	Name: Mansoor Maqbool

	ACQUIREE SHAREHOLDER:

	/s/ Mohammad Ur-rehman
	Name: Mohammad Ur-rehman

	ACQUIREE SHAREHOLDER:

	/s/ Louisa Sanfratello
	Name: Louisa Sanfratello

Shareholder	Shareholder	Acquiree
Name	Address	Shares

Fawad Maqbool	126 Skyline Drive		122.59
	Coram, NY 11727

DRB Consulting, Inc.	36 Mount Grey Road		18.70
	Setauket NY 11733

Daniel Mazziota	359 Sunset Blvd		8.90
	Massapequa, NY 11758

Ewa Polubiak	229 Skyline Drive		7.42
	Coram, NY 11727

Timothy Gallaher	C/O Radar Systems Technology		7.42
	480 San Antonio Road, Suite 250, Mountain View, CA 94040

Mansoor Maqbool	422 Birchwood Road		1.02
	Medford, NY 11763

Masroor Syed	28 Winding Lane		1.02
	Islandia, NY 11749

Mohammad Ur-rehman	136 Pidgeon Hill Road		1.02
	Dix Hills, NY 11746

Louisa Sanfratello	16 Swan Lane		2.04
	Hauppauge, NY 11788
Total Shares			170.14

Name	State of Incorporation	Date Created
AmpliTech, Inc.	New York	October 18, 2002