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 utr:sqft

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

 (Mark
One)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the Fiscal Year Ended December 31, 2023

 or

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

 Commission
File No. 001-40069

 (Exact
 name of registrant as specified in its charter)

 Nevada

 27-4566352

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 Plant Avenue

 Hauppauge,
 NY

 11788

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (631) 521-7831

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Stock, $0.001 par value per share

 AMPG

 The
 Nasdaq Stock Market LLC

 Warrants
 to purchase shares of Common Stock, par value $0.001 per share

 AMPGW

 The
 Nasdaq Stock Market LLC

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

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

by check mark whether registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes No

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

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 Filer

 Smaller
 reporting company

 Emerging
 growth company

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

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. Yes No

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 The
aggregate market value of the registrant's common stock, par value $0.001 per share, held by non-affiliates of the registrant,
based on the closing price of the common stock as of the last business day of the registrant's most recently completed second fiscal
quarter was approximately $ 14,756,908.

 As
of March 27, 2024, the registrant had 9,717,113 shares of common stock issued and outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE:

 None.

 AMPLITECH
GROUP, INC.

 ANNUAL
REPORT ON FORM 10-K

 TABLE
OF CONTENTS

 Page

 ITEM
 1.

 Business

 ITEM
 1A.

 Risk Factors

 ITEM
 1B.

 Unresolved Staff Comments

 ITEM
 1C.

 Cybersecurity

 ITEM
 2.

 Properties

 ITEM
 3.

 Legal Proceedings

 ITEM
 4.

 Mine Safety Disclosures

 ITEM
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 ITEM
 6.

 [Reserved]

 ITEM
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 ITEM
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 ITEM
 8.

 Financial Statements and Supplementary Data

 ITEM
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 ITEM
 9A.

 Controls and Procedures

 ITEM
 9B.

 Other Information

 ITEM
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 ITEM
 10.

 Directors, Executive Officers and Corporate Governance

 ITEM
 11.

 Executive Compensation

 ITEM
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 ITEM
 13.

 Certain Relationships and Related Transactions, and Director Independence

 ITEM
 14.

 Principal Accountant Fees and Services

 PART
 IV

 ITEM
 15.

 Exhibit and Financial Statement Schedules

 ITEM
 16.

 F orm 10-K Summary

 Signatures

 Use
of Certain Defined Terms

 Except
as otherwise indicated by the context, references in this report to "we," "us," "our," "our
Company", or "the Company" are to the combined business of the Company, its subsidiary AmpliTech, Inc. and the Company's
divisions, Specialty Microwave, Spectrum Semiconductor Materials, AmpliTech Group MMIC Design Center and AmpliTech Group True G Speed
Services.

 Forward-Looking
Statements

 This
Annual Report on Form 10-K contains "forward-looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Forward-looking statements discuss matters that are not historical facts. Because
they discuss future events or conditions, forward-looking statements may include words such as "anticipate," "believe,"
"estimate," "intend," "could," "should," "would," "may," "seek,"
"plan," "might," "will," "expect," "anticipate," "predict," "project,"
"forecast," "potential," "continue" negatives thereof or similar expressions. Forward-looking statements
speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are
not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level
of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such
forward-looking statements.

 We
cannot predict all the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results
or conditions described in such statements or that our objectives and plans will be achieved, and we do not assume any responsibility
for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places
throughout this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including
statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives
of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial
results, and any other statements that are not historical facts.

 These
forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject
to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ
materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties and assumptions,
the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than
we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date
of the Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this
Annual Report on Form 10-K and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to in this Annual Report on Form 10-K.

 Except
to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of
new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

 PART
I

 ITEM
1. BUSINESS

 Business
Overview

Group Inc. ("AMPG," "AmpliTech" or the "Company"), incorporated in 2010 in the state of Nevada, is
the parent company of AmpliTech, Inc., and the Company's divisions, Specialty Microwave, Spectrum Semiconductor Materials, AmpliTech
Group MMIC Design Center ("AGMDC") and AmpliTech Group True G Speed Services ("AGTGSS").

 AmpliTech,
Inc. designs, engineers and assembles micro-wave component-based amplifiers that meet individual customer specifications. Our products
consist of Radio Frequency ("RF") amplifiers and related subsystems, operating at multiple frequencies from 50kHz to 44GHz,
including low noise amplifiers ("LNA"), medium power amplifiers, cryogenic amplifiers, and custom assembly designs for the
global satellite communications, telecom (5G & IoT), space, defense, and quantum computing markets. We also offer non-recurring engineering
services on a project-by-project basis, for a predetermined fixed contractual amount, or on a time plus material basis. We have both
domestic and international customers in such industries as aerospace, governmental, defense and commercial satellite.

 Specialty
Microwave designs and manufactures state-of- the-art precision SATCOM microwave components, RF subsystems and specialized electronic
assemblies for the military and commercial markets, flexible and rugged waveguides, wave guide adapters and more.

 On
November 19, 2021, AMPG entered into an Asset Purchase Agreement with Spectrum Semiconductor Materials Inc. ("SSM"), a globally
authorized distributor of integrated circuit (IC) packaging and lids for semiconductor device assembly, prototyping, testing, and production
requirements founded in 1990 and headquartered in San Jose, CA, pursuant to which AMPG acquired substantially all of the assets of the
Company (the Acquisition). The Acquisition was completed on December 15, 2021.

 In
2021, the Company opened AGMDC, a monolithic microwave integrated circuits ("MMIC") chip design center, in Texas and has
started to implement several of its proprietary amplifier designs into MMIC components. MMICs are semiconductor chips used in high-frequency
communications applications. MMICs are widely desired for power amplification solutions to service emerging technologies, such as phased
array antennas and quantum computing. MMICs carry a smaller footprint enabling them to be incorporated into a broader array of systems
while reducing costs. AGMDC designs, develops and manufactures state-of-the-art signal processing components for satellite and 5G communications
networks, defense, space and other commercial applications, allowing the Company to market its products to wider base of customers requiring
high technology in smaller packages.

 In
August 2022, we formed our AGTGSS division to enable "true G speeds" to
the industry. AGTGSS' main function will be to plan and configure 5G radio systems and make them O-RAN compliant. AGTGSS will implement
AmpliTech's low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds.

 Our
mission is to patent our proprietary IP and trade secrets that were used in small volume niche markets and expand our capabilities through
strategic partnerships, joint ventures, mergers/acquisitions with key industry leaders in the 5G/6G, quantum computing, and cybersecurity
markets. We believe this will enable us to scale up our products and revenue by developing full systems and subsystems with our unique
technology as a core component, which we expect will position us as a global leader in these rapidly emerging technology sectors and
addresses large volume markets as well, such as cellphone handsets, laptops, server networks, and many other applications that improve
everyday quality of life.

 The
Company's research and development initiative to expand its product line of low noise amplifiers to include its new 5G and wireless
infrastructure products, cryogenic amplifiers and MMIC designs is progressing significantly. Our combined engineering and manufacturing
resources are expected to complement the development of new subsystems for satellite, wireless, and 5G infrastructures, as well as advanced
military and commercial markets.

 Our
Corporate History and Structure

Group Inc. was incorporated under the laws of the State of Nevada on December 30, 2010. On August 13, 2012, the Company acquired AmpliTech
Inc., by issuing 833,750 shares of the Company's common stock to the shareholders of AmpliTech Inc. in exchange for 100% of the
outstanding shares of AmpliTech Inc. (the "Share Exchange"). After the Share Exchange, the selling shareholders owned 60,000
shares of the outstanding 893,750 shares of Company common stock, resulting in a change in control. Accordingly, the transaction was
accounted for as a reverse acquisition in which AmpliTech, Inc. was deemed to be the accounting acquirer, and the operations of the Company
were consolidated for accounting purposes. The capital balances have been retroactively adjusted to reflect the reverse acquisition.

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

 On
September 12, 2019, AmpliTech Group Inc. acquired substantially all of the assets of Specialty Microwave Corporation, a privately held
company based in Ronkonkoma, NY. The purchase included all inventory, orders, customers, property and equipment, and goodwill. Following
the closing of the asset purchase, we hired all eight team members of SMW. In connection with the acquisition, the Company began using
the trade name "Specialty Microwave". The total consideration paid was $1,143,633, consisting of $668,633 in cash and a $475,000
promissory note with an interest rate of 6%.

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

 On
February 17, 2021, AmpliTech Group Inc.'s common stock and warrants commenced trading on NASDAQ under the symbols "AMPG"
and "AMPGW," respectively. A reverse split of the outstanding common stock at a 1-for-20 ratio became effective February
17, 2021, as of 12:01 a.m., Eastern Time. All share amounts have been retroactively re-stated to reflect the reverse split.

 On
November 19, 2021, AmpliTech Group, Inc. entered into an Asset Purchase Agreement with SSM, pursuant to which AmpliTech would
acquire substantially all of the assets of SSM. SSM, located in Silicon Valley (San
Jose, CA), was a global authorized distributor of IC packaging and lids for semiconductor device
assembly, prototyping, testing, and production requirements. The aggregate purchase price for the acquisition was $10,123,276,
subject to certain working capital and other adjustments. $665,200 of the aggregate purchase price was paid by the issuance of
188,442 unregistered shares of AmpliTech common stock at the closing of the acquisition. The acquisition was completed on December
15, 2021.

 In
2021, the Company opened a MMIC chip design center in Texas and has started to implement several of its proprietary amplifier designs
into MMIC components. MMICs are semiconductor chips used in high-frequency communications applications. MMICs are widely desired for
power amplification solutions to service emerging technologies, such as phased array antennas and quantum computing. MMICs carry a smaller
footprint enabling them to be incorporated into a broader array of systems while reducing costs. AGMDC designs, develops and manufactures
state-of-the-art signal processing components for satellite and 5G communications networks, defense, space and other commercial applications,
allowing the Company to market its products to a wider base of customers requiring high technology in smaller packages.

 In
August 2022, our AGTGSS division was founded to serve and provide complete system integration
and ORAN compliant O-RU's (Radio Units) for telcos, enabling the industry to access 'True 5G Speeds'. AGTGSS provides
Managed Services, Cyber Security, Cloud Services, Data Sciences and Telco Cloud Services. AGTGSS will also be providing full installation
of Private 5G Networks (P5G) which includes the deployment of AmpliTech Group developed radio units. AGTGSS will implement AmpliTech's
low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds.

 Our
Products and Services

 Our
core AmpliTech Inc. division offers products consisting of connectorized RF amplifiers and related subsystems, operating at frequencies
from 50kHz to 44GHz, including low noise amplifiers, medium power amplifiers, cryogenic amplifiers, and custom assembly designs for the
aerospace, governmental, defense and commercial satellite markets.

 Our
fully operational AGMDC division in Texas has successfully transferred our proprietary technology from connectorized products into
monolithic microwave integrated circuits, (MMICs) and is offering in chip form, LNA's, power amplifiers, filters, attenuators,
thru lines and has the ability to provide custom design projects. Over 25 new MMIC chip technology products were released during
2023.

 In
connection with the acquisition of our Specialty Microwave Division (SMW), we began designing and manufacturing passive microwave components
and related subsystems that meet individual customer specifications for both domestic and international customers.

 Our
SSM division is a globally authorized distributor of IC packaging and lids for semiconductor device assembly, prototyping,
testing, and production requirement.

 Through
our AGTGSS division, we are actively developing and currently manufacturing our newest product line of Open Radio Unit
For Sub 6GHz expecting full deployments in late 2024. This new phase array product supports 3.4-4.0 GHz and 2.496-2.69 GHz, with 8 x
4 x 2 = 64 Active Phased Array Elements. It is Digital Beam Forming Compliant With O-RAN/Keysight O-DU. This product uses proprietary
technology comprised of existing core LNA products as well as MMICs from our AGMDC division in Texas.

 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, cell phone, radio, etc.) to improve signal strength and increase sensitivity and range of receivers.

 Medium
Power Amplifiers

 Medium
Power Amplifiers, 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.

 Satellite
Access Point Block Downconverter (BDC)

 The
Specialty Microwave BDC assembly is used as a test device on Satellite Access Point (SAP) antennas located worldwide. The BDC assembly
converts a Ka band signal, 17.7 GHz to 19.7 GHz, from the LNAs on either polarization of the antenna to between 950 and 2150 MHz using
a high and low band block downconverter.

 1:2
Tx Protection Switch Panel Subsystem

 The
Specialty Microwave 1:2 Tx Protection Switch panel is a logic panel used in satellite communications earth stations. The system mechanism
operates waveguide and coaxial switches to operator desired positions.

 Desktop/Benchtop
and Compact Wideband Power Amplifiers

 These
products are utilized over a frequency range of.1 to 40 GHz used in SATCOM rack mount systems as well as test equipment used in integrators
and manufacturers of various communications systems such as cellular base stations, simulators, and point to point wireless radios.

 Waveguide
to Coaxial Adapters

 These
adapters are used in all SATCOM and satellite internet gateway systems from S band to K band, or 2GHz to 50 GHz.

 Cryogenic
Amplifiers

 Our
line of cryogenic amplifiers is designed to operate at temperatures as low as 4K that offer much lower noise figures than our standard
models. Consuming as little DC power as +0.5V DC@8mA, the light weight, compact housings provide excellent performance while generating
very little heat. These amplifiers are very useful for applications that require the absolute minimum amounts of noise injection for
the growing market of low temperature applications, such as quantum computing, medical applications, RF imaging, research & development,
space communications, accelerators, radiometry and telephony.

 Our
re-designed cryogenic 4.0 – 8.0 GHz amplifiers for quantum computing have been tested and validated by a third-party laboratory
for performance.

 Cryogenic
and Non-Cryogenic 4g/5g Small Cell Subsystems

 These
products are utilized in private and public high-speed networks and airline WI-FI systems.

 IC
Packaging

 Integrated
circuit ("IC") packaging is the case or enclosure that contains the semiconductor device, protecting it from
corrosion or physical damage. The IC packaging also supports the electrical contacts, which connect the semiconductor device to a circuit
board. IC packaging often gets sealed with lids, which creates an airtight seal to prevent contaminants, particles, liquids, or gases
from entering the packaging to ensure the proper operation of the device. The Company offers multiple IC packaging and lids product lines
according to desired product specifications, device performance, dimensions, resistances, and tolerances.

 PHEMT
MMIC Technology LNA's

 AmpliTech's new line of low noise amplifiers introduces high performance, high reliability MMIC-based designs. These new products will cover
widely used standard frequency ranges in the 2.0 – 4 GHz, 4.0 – 8.00 GHz and 2-18 GHz offering unparalleled low noise figure
and featuring its proprietary low noise MMIC technology by our AGMDC Division.

 Coaxial
In-Line Low Noise Amplifiers

 A
new product line of competitively priced low noise amplifiers, featuring AmpliTech's MMIC Technology from our AGMDC Division. These
amplifiers offer a very competitive gain performance, exceptional low noise figures, and DC bias through the RF output. These coaxial
in-line LNA's can be used for a wide range of design applications and are suitable for Military and Commercial applications when
cost considerations are paramount. Their compact design and outstanding electrical performance make them an indispensable asset in RF
design and experimentation.

 Coaxial
In-Line Band Pass Filters

 These
bandpass filters cover industry standard frequency ranges, I.e., 17.52-21.45 GHz with 50 matched DC blocked RF ports. These products
can be used for a wide range of design applications and are suitable for military and commercial applications when cost considerations
are paramount. They are also covered by our standard 3-year warranty. Their compact design and outstanding electrical performance make
them an indispensable asset in RF design and experimentation.

 Ka
Band LNB (Low-Noise Block Down Converter Unit)

 Featuring
its proprietary AmpliTech LNA low noise technology, this Ka Band LNB was designed for superior performance in small sats, LEO, MEO, GEO
and portable or fixed Ka-Band teleport applications.

 Directional
Couplers

 AmpliTech's new line of directional couplers presents a high-performance solution in signal splitting and monitoring technology. Designed with
precision and engineered for high performance, these couplers provide accurate power division while maintaining signal integrity. With
a wide range of coupling ratios and frequency options, these directional couplers are ideal for a variety of applications, including
telecommunications, radar systems, and aerospace technology.

 Power
Dividers

 Our
power dividers stand as a testament to AmpliTech's commitment to delivering innovative solutions through a strategic research and
development business plan. Built to handle high-power RF signals, these dividers ensure minimal signal loss during distribution. Whether
for in-building wireless systems or distributed antenna systems, these power dividers offer unparalleled efficiency and signal fidelity,
making them an essential choice for RF engineers and system integrators.

 Quadrature
Hybrid 90-degree Couplers

 Quadrature
hybrid 90-degree coupler components pave the way for seamless integration in phase-critical applications. These hybrids excel in creating
two signals with precisely controlled phase separation, making them indispensable for quadrature modulators, demodulators, and phase
shifters. Their compact design and outstanding electrical performance make them an indispensable asset in RF design and experimentation.

 5G
Network in a Box (NIB)

 This
single box is essentially a "plug-n-play" solution for P5G and local carriers and is another innovative product from our
AGTGSS division. A 5G NIB offers several benefits to customers, including rapid deployment, flexibility,
cost-effectiveness, localized high-speed connectivity, enhanced security, and interoperability.

 Massive
MIMO, 64T64R ORAN, CAT B Radio Network

 The
Massive MIMO, 64T64R ORAN, CAT B Radio Network is expected to become the company's flagship product. With 16 Layers DL/ 8 Layers
UL, CSI-RS and SRS beamforming capabilities and beam steering technology, this radio provides true 5G speeds with improved signal strength,
enhanced coverage, increased user capacity and adheres to the ORAN specifications promoting openness and interoperability in radio access
networks.

 Our
Technology

 Our
products are supported by hybrid design topologies that create highly linear 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 a low cost
and low power consumption. Our hybrid design topologies include:

 Discrete
 Microwave Integrated Circuit (MIC)

 Pseudomorphic
 High Electron Mobility Transistor (PHEMT)

 MIC
 and Low Noise MIC

 We
believe 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 gain flatness due to discrete gain stages

 Optimum
 use of MIC technology and experience

 Use
 of negative bias is not necessary

 Specially
 selected components with specific parameters that yield proprietary results due to use in a particular configuration

and Development

 To
date, our research and development activities have primarily been conducted on new product designs to the extent as requested by the
customers. The cost of our research and development activities is incorporated into the unit selling prices and, as such, is borne directly
by the customers. In addition to the research and development for our customers, we invest in research and development for new products
on emerging technologies such as 5G/6G, cryogenic, cybersecurity, MMICs, IoT and wireless products for the future. Research and development
costs for the years ended December 31, 2023 and 2022 were $2,341,845 and $1,024,127, respectively.

 Industry
and Competition

 Market
Overview

 We
operate our business in the industry of high-power RF semiconductors. We believe that the RF semiconductor 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

 Widespread
 application of low-cost, high-performance and functionality wireless networks

 Emergence
 of 5G/6G, WI-FI 6e, satellite and advanced wireless network infrastructure rollouts

 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

 Widespread
 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
original equipment manufacturer, or OEM, design, and manufacturing capabilities.

 Deliver
 high quality and feature improvements that service provider requires

 Lower
 production costs and shorten product development cycles

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

and Future Target Markets.

 High
 speed terrestrial and satellite terminals (SATCOM, "Internet in the Sky")

 5G/Wi-Fi6E
 and 6G wireless infrastructure (Cellular Base Stations, Small Cells, Private Wi-Fi Networks)

 IoT
 (Internet of Things)

 Cloud
 farms, big data and MEC architecture

 Quantum
 supercomputers/Quantum research

 Deep
 space astronomy

 Autonomous
 self-driving vehicles

 Telemedicine,
 AR/VR (Augmented and Virtual Reality)

 Drones,
 UAVs (Unmanned aerial vehicles)

 Cyber-security

 Military/Defense
 ECM/EW

 Competition

 We
face competition in the amplifier industry from many established players. Some of our competitors have longer operating histories and
significantly greater financial, research and development, marketing and other resources than us. As a result, some of these competitors
can devote greater resources to the development, promotion, sale and support of their products. These competitors may also provide discounted
pricing on their products to gain market share. In addition, consolidation in the amplifier industry could intensify the competitive
pressures that we face. Many of our existing and potential competitors may be better positioned than we are to acquire other companies,
technologies or products. We compete based on technology, cost, and design flexibility.

 Our
ability to compete successfully depends on numerous factors, including our ability to:

 maintain
 and increase our market share and the strength of our brand in amplifiers;

 maintain
 and expand our relationships with channel partners;

 secure
 products in large volume in a cost-effective and timely manner from our suppliers;

 develop
 innovative, differentiated, high-performance products relative to our competitors' solutions; and

 protect
 our intellectual property.

 We
cannot assure you that our solutions will compete favorably or that we will be successful in the face of increasing competition from
new products and enhancements introduced by our existing competitors or new companies entering our market. In addition, we cannot assure
you that our competitors do not have or will not develop processes or product designs that currently or in the future will enable them
to produce competitive products at lower costs than ours.

 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 with true 5G performance of or close to 1Gbs
per second. Key elements of our strategy include the following:

 Reorganization
 to have our shares traded on a national exchange to improve access to capital resources and a much broader customer base with higher
 volumes, as well as better access to large OEMs

 New
 product development

 Commercializing
 of existing core technology into specific high-volume technology sectors and obtaining patent on such technology

 Manufacturing
and Distribution

 On
April 1, 2022, we relocated our manufacturing facility and corporate office to Hauppauge, New York, while maintaining our distribution
center in San Jose, California, and our MMIC design center in Plano, Texas. Our manufacturing process in Hauppauge involves the assembly
of numerous individual components and precise fine-tuning by production technicians. Our new manufacturing facility more than triples
our capacity and still has room for expansion. With our already established supply chain, internal capacity and local contract manufacturing
sources, we expect to have sufficient capacity to process small and large size orders (thousand + units per month).

 We
rely on our sales representatives to channel our products throughout the Americas as well as to countries in Europe, the Middle East
and South Asia.

 On
April 1, 2023, the Company announced its partnership with NGK Electronic Devices, to become their US distributor for NGK's state-of-the-art
RF Microwave products. This partnership marks NGK's first distribution agreement with a US partner, presenting a significant opportunity
for both parties. NGK Electronic Devices, based in Japan, is a world leader in the development and manufacturing of ceramic semiconductor
packages. These advanced products play a crucial role in the semiconductor packaging industry, addressing key concerns such as heat management
and electrical insulation. AmpliTech's semiconductor distribution division, Spectrum Semiconductor, will leverage its extensive
distribution network and expertise to ensure that NGK's RF Microwave Packages product line is readily available to customers across
the United States, further expanding NGK's global presence.

 The
Company is ISO 9001:2015 and AS9120B certified for the Distribution of Semiconductor Materials for the Assembly Phase of Integrated Circuit
Manufacturing, as well as in compliance with the Conflict Minerals Reporting Template ("CMRT"), the European
Union's Restriction of Hazardous Substances ("RoHS") and Registration, Evaluation, Authorization, and Restriction of
Chemicals ("REACH") directives, as well as registered with the U.S. Government's System for Award Management ("SAM").

 Raw
Materials

 We
purchase a variety of raw materials, primarily consisting of high temperature alloy sheet metal and castings, forgings, pre-plated metals
and electrical components from various vendors. The materials used by our operations are generally available from several sources and
in sufficient quantities to meet current requirements subject to normal lead times. However, recent cost inflation and potential supply
chain disruptions may lead to higher material costs in fiscal 2024. Additionally, we are subject to rules promulgated by
the Securities Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act regarding the use of certain
materials (tantalum, tin, gold and tungsten), known as conflict minerals, which are mined from the Democratic Republic of the Congo and
adjoining countries. These rules may impose additional costs and may introduce new risks related to our ability to verify the origin
of any conflict minerals used in our products.

 Suppliers

 Our
material consists of purchased component parts used in our assembly process or distributed. The following table describes supplier concentration
based upon the percentage of materials purchased from each supplier for 2023:

 Supplier A

 $
 1,751,735

 33.14
 %

 Supplier B

 908,273

 17.18
 %

 Supplier C

 800,132

 15.14
 %

 Supplier D

 363,554

 6.88
 %

 Supplier E

 236,303

 4.47
 %

 All other suppliers (approximately 104)

 1,226,485

 23.19
 %

 Total

 $
 5,286,482

 %

 Marketing

 We
employ an aggressive and focused approach to market our products, at various venues including trade shows, strategic alliances, websites
and trade magazines. We target specific types of customers such as system integrators, defense contractors, cellular and wireless service
providers but it should be noted that we are also focused on expanding our customer base to include users of consumer applications and
products. We continue our online and print ads as well as our virtual meetings and conferences.

 In
February 2018, the Company entered into an advisory agreement with Sunbiz Holding Corp to promote market awareness in Asia and the Middle
East. The advisory agreement had been extended for an additional two years ending in 2022.

 Trade
Shows

 We
attend trade shows such as IMS (International Microwave Symposium), European Microwave Symposium, MWC (Mobile World Congress) and the
Satellite Show in Washington D.C. We also sponsor some trade shows to gain recognition and presence.

 Strategic
Alliances

 We
explore opportunities with global OEMs by seeking out strategic alliances that improve sales and presence in the marketplace and expand
our product line and capabilities, thereby broadening our customer base.

 Website

 We
maintain a dynamic website to capture more business via worldwide customer searches for our products on the internet. Our website has
also been updated to include an e-commerce dashboard with access to purchase our products. Our website is available at www.amplitechgroup.com.

 Trade
Magazines

 We
advertise our products in Microwave Product Digest and Microwave Journal.

 Customers

 We
serve a diverse customer base located primarily in the United States, Europe and South Asia, in the aerospace, governmental defense,
commercial satellite and wireless industries. Some of our customers include Viasat, L3 Harris Technologies, CPI, Lockheed Martin, Microsemi,
Cett Technology and Universal Enterprise. As of December 31, 2023, there was one customer that accounted for 8.45% of our total revenue.
We have both direct and indirect relationships with these customers domestically and abroad via exclusive and non-exclusive sales representatives.

 Government
Regulation

 We
are subject to the local, state and national laws and regulations of the jurisdictions where we operate that affect companies generally,
including laws and regulations around commerce, intellectual property, trade, health and safety, commerce and contracts, privacy and
communications, consumer protection, web services, tax, and state corporate laws and securities laws; 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 change over time. Unfavorable regulations and laws
could diminish the demand for our products and services and increase our cost of doing business.

 In
addition, our operations are subject to extensive, and frequently changing, federal, state and local environmental laws and substantial
related regulation by government agencies, including the Environmental Protection Agency. Among other matters, these regulatory authorities
impose requirements that regulate the operation, handling, transportation and disposal of hazardous materials; protect the health and
safety of workers; and require us to obtain and maintain licenses and permits in connection with our operations. This extensive regulatory
framework imposes significant compliance burdens and risks on us. Notwithstanding these burdens, we believe that we are in material compliance
with all federal, state and local environmental laws and regulations governing our operations.

 There
has been no material adverse effect to our consolidated financial statements nor competitive positions because of these government and
environmental regulations.

 Intellectual

 We
regard domain names, tradenames, customer relationships, trade secrets, proprietary technologies and similar intellectual property important
to our 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 as well as nondisclosure agreements with our suppliers and strategic
partners 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 enough to prevent misappropriation of our technology or to
deter independent third-party development of similar technologies. We plan to use the information obtained from the IP story to file
additional patents relating to our intellectual property and trade secrets.

 Employees

 As
of March 13, 2023, we have forty-six (46) full time employees. From time to time, we may hire additional workers on a contract basis
as the need arises.

 ITEM
1A. RISK FACTORS

 RISK
FACTORS

 An
investment in our securities involves a high degree of risk. You should carefully consider all of the risks described below, together
with the other information contained in this report, including the financial statements, before making a decision to invest in our common
stock. If any of the following events occur, our business, financial condition and operating results may be materially and adversely
affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risk
factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to us and
our business.

 Risks
Relating to our Business

 Our
revenue, earnings, margins and other operating results have fluctuated significantly in the past and may fluctuate significantly in
the future. If demand for our products fluctuates, because of economic conditions or for other reasons, our revenue and
profitability could be impacted. We incurred net losses of $2,465,439 in 2023 and $677,107 in 2022. As of December 31, 2023, we had
an accumulated deficit of $9,769,723. These losses and our accumulated deficit reflect the substantial investments we have made to
develop our products. Our future operating results will depend on many factors affecting our new market segments, including the
following, many of which are out of our control: the continued market acceptance of our current and new products for 5G, cryogenic
quantum computing, internet of things (IoT) and MMICs. Although hard to predict under the current global environment, we believe our
core LNA product line, as well as Spectrum Semiconductor Material and 5G product lines will continue to be in demand and generate
top line revenue and cash flow to sustain ongoing activities.

 The
Company is dependent on the global supply chain and has experienced supply chain constraints, as well as increased costs on components
and shipping. The Company has experienced supply chain constraints which have slowed down production and will negatively
impact the timing of deploying ASRs (Available Supply Rate) to our clients. These supply constraints include, but are not limited to,
semiconductor shortages as well as shortages of certain commodities. Extended lead times on certain parts as well as a lack of immediate
availability may delay our ability to deploy ASRs, and consequently, may delay our ability to recognize revenue. In addition, the Company
has also faced increased costs of components and freight. Further, current or future governmental policies may increase the risk of inflation,
which could further increase the costs of raw materials and components for our business. Similarly, if the costs of goods continue to
increase, our suppliers may seek price increases from us. If we are unable to mitigate the impact of supply chain constraints and inflationary
pressure through price increases or other measures, our results of operations and financial condition could be negatively impacted. Even
if we can raise the prices of our products, consumers might react negatively to such price increases, which could have a material adverse
effect on, among other things, our brand, reputation, and sales. If our competitors substantially lower their prices, we may lose customers
and mark down prices. Our profitability may be impacted by lower prices, which may negatively impact gross margins. Even though we are
working to alleviate supply chain constraints through various measures, we are unable to predict the impact of these constraints on the
timing of revenue and operating costs of our business in the near future. Raw material supply shortages and supply chain constraints,
including cost inflation, have impacted and could continue to negatively impact our ability to meet increased demand, which in turn could
impact on our net sales revenues and market share. The increased cost of components and freight as well as ongoing delays in production
are likely to have an impact on sales and profitability throughout 2024.

 Our
market is very competitive. If we fail to compete successfully, our business and operating results will suffer. We face significant
competition in the amplifier industry from both established and emerging players such as Lucix, Erzia, and Narda-Miteq. Some of our competitors
have longer operating histories and significantly greater financial, research and development, marketing and other resources than us.
As a result, some of these competitors can devote greater resources to the development, promotion, sale and support of their products.
These competitors may also provide discounted pricing on their products to gain market share. In addition, consolidation in the amplifier
industry could intensify the competitive pressures that we face. Many of our existing and potential competitors may be better positioned
than we are to acquire other companies, technologies or products.

 Some
of our customers may also maintain diverse supplier bases to enhance competition and maintain multiple providers of amplifier products.
Our ability to increase order sizes from these customers and maintain or increase our market share would be constrained by these policies.
In addition, any decline in the quality or availability of our products or any increase in the number of suppliers that such a customer
use may decrease demand for our products and adversely affect our operating results, business and prospects.

 Our
ability to compete successfully depends on numerous factors, including our ability to:

 maintain
 and increase our market share and the strength of our brand in amplifiers;

 maintain
 and expand our relationships with channel partners;

 secure
 products in large volume in a cost-effective and timely manner from our suppliers;

 develop
 innovative, differentiated, high-performance products relative to our competitors' solutions; and

 protect
 our intellectual property.

 We
cannot assure you that our solutions will compete favorably or that we will be successful in the face of increasing competition from
new products and enhancements introduced by our existing competitors or new companies entering our market. In addition, we cannot assure
you that our competitors do not have or will not develop processes or product designs that currently or in the future will enable them
to produce competitive products at lower costs than ours. Any failure to compete successfully would materially adversely affect our business,
prospects, operating results and financial condition.

 Global
economic uncertainty and financial market volatility caused by political instability, changes in international trade relationships
and conflicts, such as the conflict in the Middle East or the conflict between Russia and Ukraine, could make it more difficult for
us to access financing and could adversely affect our business and operations. Our abilities to raise capital and operate
our business are subject to the risk of adverse changes in the market value of our securities. Periods of macroeconomic weakness or
recession and heightened market volatility caused by adverse geopolitical developments could increase these risks, potentially
resulting in adverse impacts on our ability to raise further capital on favorable terms. The impact of geopolitical tension, such as
a deterioration in the bilateral relationship between the US and China, the war in the Middle East or an escalation in conflict between Russia and Ukraine,
including any resulting sanctions, export controls or other restrictive actions that may be imposed by the US and/or other countries
against governmental or other entities in, for example, Russia, also could lead to disruption, instability and volatility in global
trade patterns, which may in turn impact our ability to source necessary reagents, raw materials and other inputs for our
operations.

 Economic
conditions may adversely impact our business, operating results and financial condition. Economic conditions, market and
political instability, changes in trade agreements and conflicts, such as the conflict in the Middle East or the conflict between
Russia and Ukraine, could adversely affect global markets and transactions and may adversely affect our customers and suppliers. Any
adverse financial or economic impact to our customers may impact their ability to pay in a timely manner or result in their
inability to pay. It may also impact their ability to fund future purchases or increase the sales cycles which could lead to a
reduction in revenue and accounts receivable. Our suppliers may increase their prices or may be unable to supply the necessary raw
materials on a timely basis which could result in our inability to meet customers' demand or affect our gross margins. Our
suppliers may also impose more stringent payment terms on us. The timing and nature of any recovery from the effects of adverse
economic conditions or market and political instability on credit and financial markets is uncertain, and there can be no assurance
that market conditions will improve in the near future or that our results will not be materially and adversely affected.

 Changes
in our product mix could cause our overall gross margin to decline, which may adversely affect our operating results and financial condition.
 Our gross margin is dependent on product mix. A shift in sales mix away from our higher margin products could adversely affect
our gross margins, and there can be no assurance that we will be able to maintain our historical gross margins. In addition, as our product
mix becomes more customer specific and diversified, our cost of manufacturing has increased. If revenue from LNAs and customer-specific
products continues to grow relative to our other products and services, our company-wide gross margin will likely decline. Additionally,
increased competition and the existence of product alternatives, weaker than expected demand and other factors may lead to further price
erosion, lower revenue and lower margins for us in the future, adversely affecting our operating results and financial condition.

 Our
products must meet exact technical and quality specifications. Defects, errors in or interoperability issues with our products or the
failure of our products to operate as expected could affect our reputation, result in significant costs to us and impair our ability
to sell our products. Our products may contain defects or errors or not operate as expected, which could materially and adversely
affect our reputation, result in significant costs to us and impair our ability to sell our products in the future. Our customers have
demanding specifications for quality, performance and reliability that our tag and reader products must meet. Our products are highly
technical and designed to be deployed in large and complex systems, networks and other settings under a wide variety of conditions. Customers
and end users may discover errors, defects or incompatibilities in our products only after they have been fully deployed. In addition,
users of our products may experience compatibility or interoperability issues between our products and their enterprise software systems
or networks, or between our products and other amplifying products they use.

 We
may also experience quality problems with our products that are combined with or incorporated into products from other vendors, such
as tags produced by our inlay manufacturers, or that are assembled by subcontractors. We may have difficulty identifying and correcting
the source of problems when third parties are combining, incorporating or assembling our products.

 If
we are unable to fix errors or other problems, we could experience:

 loss
 of customers or customer orders;

 lost
 or delayed market acceptance and sales of our products;

 loss
 of market share;

 damage
 to our brand and reputation;

 impaired
 ability to attract new customers or achieve market acceptance;

 diversion
 of development resources;

 increased
 service and warranty costs;

 replacement
 costs;

 legal
 actions by our customers; and

 increased
 insurance costs.

 We
may be required to indemnify our customers against liabilities arising from defects in our products or their solutions which incorporate
our products. These liabilities may also include costs incurred by our customers or end users to correct the problems or replace our
products.

 While
we test our products for defects or errors prior to product release, defects or errors are occasionally identified by our customers.
Such defects or errors have occurred in the past and may occur in the future. To the extent product failures are material, they could
adversely affect our business, operating results, customer relationships, reputation and prospects.

 We
may face claims of intellectual property infringement, which could be time consuming, costly to defend or settle and result in the loss
of significant rights. Our industry is characterized by companies that hold large numbers of patents and other intellectual property
rights and which may vigorously pursue, protect and enforce their intellectual property rights. We may in the future be required to license
patents and other intellectual property rights to technologies that are important to our business, which may be costly or prohibitively
expensive to our business operations. We may also receive assertions against us, our customers or distributor, claiming that we infringe
patent or other intellectual property rights. Claims that our products, processes, technology or other aspects of our business infringe
third-party intellectual property rights, regardless of their merit or resolution, could be costly to defend or settle and could divert
the efforts and attention of our management and technical personnel. If we decline to accept an offer, the offering party may allege
that we infringe such patents, which could result in litigation.

 In
addition, many of our customer agreements require us to indemnify and defend our customers from third-party infringement claims and pay
damages in the case of adverse rulings. Moreover, we may not know whether we are infringing a third party's rights, due to the
large number of patents related to amplifiers or to other systemic factors. For instance, patent applications in the United States are
maintained in confidence for up to 18 months after their filing or, in some cases, for the entire time prior to issuance as a patent.
Thus, we would not be able to account for such rights before publication. Competitors may also have filed patent applications or received
patents and may obtain additional patents and proprietary rights that block or compete with our patents. Claims of this sort could harm
our relationships with our customers or distributor and might deter future customers from doing business with us. We do not know whether
we will prevail in any such future proceedings given the complex technical issues and inherent uncertainties in intellectual property
litigation. If any pending or future proceedings result in an adverse outcome, we could be required to:

 cease
 the manufacture, use or sale of the infringing products, processes or technology;

 pay
 substantial damages for infringement;

 expend
 significant resources to develop non-infringing products, processes or technology;

 license
 technology from the third-party claiming infringement, which license may not be available on commercially reasonable terms, or at
 all;

 cross-license
 our technology to a competitor to resolve an infringement claim, which could weaken our ability to compete with that competitor;
 or

 pay
 substantial damages to our customers or end users to discontinue their use of or to replace infringing technology sold to them with
 non-infringing technology.

 Any
of the foregoing results could have a material adverse effect on our business, financial condition and operating results.

 We
may incur substantial costs enforcing or acquiring intellectual property rights and defending against third-party claims as a result
of litigation or other proceedings. We may incur substantial costs enforcing or acquiring intellectual property rights and defending
against third-party claims as a result of litigation or other proceedings. In connection with the enforcement of our own intellectual
property rights, the acquisition of third-party intellectual property rights or disputes related to the validity or alleged infringement
of third-party intellectual property rights, including patent rights, we may be subject to claims, negotiations or complex, protracted
litigation. Intellectual property disputes and litigation may be costly and can be disruptive to our business operations by diverting
the attention and energies of management and key technical personnel, and by increasing our costs of doing business. If we fail to prevail
in any future litigation and disputes, it could adversely affect our results of operations and financial condition. Third-party intellectual
property claims asserted against us could subject us to significant liabilities, require us to enter into royalty and licensing arrangements
on unfavorable terms, prevent us from assembling or licensing certain of our products, subject us to injunctions restricting our sale
of products, cause severe disruptions to our operations or the marketplaces in which we compete or require us to satisfy indemnification
commitments with our customers, including contractual provisions under various license arrangements. In addition, we may incur significant
costs in acquiring the necessary third-party intellectual property rights for use in our products. Any of these could seriously harm
our business.

 If
we are unable to obtain patent protection for our products or otherwise protect our intellectual property rights, our business could
suffer. Our success depends, in part, on our ability to obtain patent protection for or maintain as trade secrets our proprietary
products, technologies and inventions and to maintain the confidentiality of our trade secrets and know-how, operate without infringing
upon the proprietary rights of others and prevent others from infringing upon our business proprietary rights. Despite our efforts to
protect our proprietary rights, it is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose
our technologies, inventions, processes or improvements. We cannot assure you that any of our existing or future patents or other intellectual
property rights will be enforceable, will not be challenged, invalidated or circumvented, or will otherwise provide us with meaningful
protection or any competitive advantage. In addition, our pending patent applications may not be granted. If our patents do not adequately
protect our technology, our competitors may be able to offer additive manufacturing systems or other products like ours. Our competitors
may also be able to develop similar technology independently or design around our patents, and we may not be able to detect the unauthorized
use of our proprietary technology or take appropriate steps to prevent such use. Any of the foregoing events would lead to increased
competition and lower revenues or gross margins, which could adversely affect our operating results.

 Confidentiality
agreements with employees and third parties may not prevent unauthorized disclosure of trade secrets and other proprietary information,
and our inability to maintain the confidentiality of that information, due to unauthorized disclosure or use, or other events, could
have a material adverse effect on our business. In addition to the protection afforded by patents, we seek to rely on trade secret
protection and confidentiality agreements to protect proprietary know-how that is not patentable or that we elect not to patent, processes
for which patents are difficult to enforce, and any other elements of our product discovery and development processes that involve proprietary
know-how, information, or technology that is not covered by patents. Trade secrets, however, may be difficult to protect. We seek to
protect our proprietary processes, in part, by entering into confidentiality agreements with our employees, consultants, advisors, contractors
and collaborators. Although we use reasonable efforts to protect our trade secrets, our employees, consultants, advisors, contractors,
and collaborators might intentionally or inadvertently disclose our trade secret information to competitors. In addition, competitors
may otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. Furthermore,
the laws of some foreign countries do not protect proprietary rights to the same extent or in the same manner as the laws of the United
States. As a result, we may encounter significant problems in protecting and defending our intellectual property both in the United States
and abroad. If we are unable to prevent unauthorized material disclosure of our intellectual property to third parties, or misappropriation
of our intellectual property by third parties, we will not be able to establish or maintain a competitive advantage in our market, which
could materially adversely affect our business, operating results and financial condition.

 We
are subject to order and shipment uncertainties. Inaccuracies in our estimates of customer demand and product mix could negatively affect
our inventory levels, sales and operating results. We derive revenue primarily from customer purchase orders rather than long-term
purchase commitments. To ensure the availability of our products, in some cases we start manufacturing based on forecasts provided by
customers in advance of receiving purchase orders from them. In some cases, our supply chain has been affected by both tariffs and by
the COVID-19 pandemic. Some of our products are manufactured according to our estimates of customer demand, which requires us to make
demand forecast assumptions for every customer, and which may introduce significant variability into our aggregate estimate. We typically
sell to channel partners and end users, and we consequently have limited visibility into future end-user demand, which could adversely
affect our revenue forecasts and operating margins. Additionally, we sometimes receive soft commitments for larger order sizes which
do not materialize. If we manufacture more products than we can sell to our customers or channel partners, we will incur losses and our
results of operation and financial condition will be harmed.

 Our
sales and marketing efforts may be unsuccessful in maintaining and expanding existing sales channels, developing new sales channels and
increasing the sales of our products. To grow our business, we must add new customers for our products in addition to retaining
and increasing sales to our current customers. Our ability to attract new customers will depend in part on the success of our sales and
marketing efforts. There can be no guarantee that we will be successful in implementing our sales and marketing strategy. If suitable
sales channels do not develop, we may not be able to sell certain of our products in significant volumes and our operating results, business
and prospects may be harmed.

 Our
business would be adversely affected by the departure of members of our executive management team. Our success depends, in large
part, on the continued contributions of Fawad Maqbool, our Chairman, President and Chief Executive Officer. Mr. Maqbool is not bound
by any employment contract to remain with us for a specified period. Although we have additional engineering, technical and sales personnel,
the loss of Mr. Maqbool's service could harm our ability to implement our business strategy and respond to the rapidly changing
market conditions in which we operate.

 If
we are unable to attract, train and retain qualified personnel, especially our design and technical personnel, we may not be able to
effectively execute our business strategy. Our future success depends on our ability to attract, retain and motivate qualified
personnel, including our management, sales and marketing, finance and especially our design and technical personnel. For example, we
currently have a limited number of personnel for the assembling and testing processes. We do not know whether we will be able to retain
all these personnel as we continue to pursue our business strategy. As the source of our technical and product innovations, our design
and technical personnel are a significant asset. The competition for qualified personnel in the New York area where we are headquartered
constrains our ability to attract qualified personnel. The loss of the services of one or more of our key employees, especially of our
key design and technical personnel, or our inability to attract, retain and motivate qualified personnel could have a material adverse
effect on our business, financial condition and operating results.

 Failure
to remediate a material weakness in internal accounting controls could result in material misstatements in our financial statements.
 Our management has identified material weaknesses in our internal control over financial reporting related to lack of segregation
of duties resulting from our limited personnel and ineffective control over financial statement disclosure as controls were not designed
and in place to ensure that all disclosures required were originally addressed in our financial statements and has concluded that, due
to such material weakness, our disclosure controls and procedures were not effective as of December 31, 2023. If not remediated, or if
we identify further material weaknesses in our internal controls, our failure to establish and maintain effective disclosure controls
and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a
failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition
and the trading price of our common stock.

 If
we fail to implement proper and effective internal controls, our ability to produce accurate financial statements would be impaired,
which could adversely affect our operating results, our ability to operate our business and our stock price. We must ensure that
we have adequate internal financial and accounting controls and procedures in place to produce accurate financial statements on a timely
basis. We have tested our internal controls and identified two material weaknesses and may find additional areas for improvement in the
future. Remediating these material weaknesses will require us to hire and train additional personnel. Implementing any future changes
to our internal controls may require compliance training of our directors, officers and employees, entail substantial costs to modify
our accounting systems and take a significant period to complete. Such changes may not, however, be effective in establishing the adequacy
of our internal control over financial reporting, and our failure to produce accurate financial statements on a timely basis could increase
our operating costs and could materially impair our ability to operate our business. In addition, investors' perceptions that our
internal control over financial reporting is inadequate or that we are unable to produce accurate financial statements may materially
adversely affect our stock price.

 We
may need to raise additional capital, which may not be available on favorable terms, if at all, and which may cause dilution to holders
of our common stock, restrict our operations or adversely affect our ability to operate our business. If we need to raise additional
funds due to material expenditures or if our operating results are worse than expected, we cannot be certain
that we will be able to obtain additional financing on favorable terms, if at all, and any additional financings could result in additional
dilution to holders of our common stock. Debt financing, if available, may involve agreements that include covenants limiting or restricting
our ability to take specific actions such as incurring additional debt, expending capital or declaring dividends, or which impose financial
covenants on us that limit our ability to achieve our business objectives. If we need additional capital and cannot raise it on acceptable
terms, we may not be able to meet our business objectives, our stock price may fall, and you may lose some or all your investment.

 Breaches
of network or information technology security, natural disasters or terrorist attacks could have an adverse effect on our business. Cyber-attacks
or other breaches of network or information technology (IT) security, natural disasters, terrorist acts or acts of war may cause equipment
failures or disrupt our systems and operations. We may be subject to attempts to breach the security of our networks and IT infrastructure
through cyber-attacks, malware, computer viruses and other means of unauthorized access. We have previously been subject to the unauthorized
use of certain company credentials that were used to issue a false press release in April 2018. While we were able to have the false
press release withdrawn, any similar unauthorized use of company credentials or other information could compromise our systems and operations,
materially adversely impact our financial condition and subject us to scrutiny and/or litigation from regulators and our customers. A
failure to protect the privacy of customer and employee confidential data against breaches of network or IT security could result in
damage to our reputation.

 The
unfavorable outcome of any future litigation or administrative action could negatively impact us. Our financial results could
be negatively impacted by unfavorable outcomes in any future litigation or administrative actions. We cannot assure favorable outcomes
in litigation or administrative proceedings. Costs associated with litigation and administrative proceedings are very high and could
negatively impact our financial results.

 Non-compliance
with, or changes in, the legal and regulatory environment in the countries in which we operate could increase our costs or reduce our
net operating revenues. Our business is subject to various laws and regulations in the US and in the countries throughout the
world in which we do business, including laws and regulations relating to commerce, intellectual property, trade, environmental, health
and safety, commerce and contracts, privacy and communications, consumer protection, web services, tax and state corporate laws and securities
laws, and specifically those conducting business of electronics, many of which are still evolving and could be interpreted in ways that
could harm our business. There is no assurance that we will be completely effective in ensuring our compliance with all applicable laws
and regulations. Changes in applicable laws or regulations or evolving interpretations thereof, including increased government regulation,
may result in increased compliance costs, capital expenditures and other financial obligations for us and could affect our profitability
or impede the production or distribution of our products, which could affect our net operating revenues.

 U.S.
government audits and investigations could adversely affect our business. Federal government agencies, including the Defense
Contract Audit Agency and the Defense Contract Management Agency, routinely audit and evaluate government contracts and government contractors'
administrative processes and systems. These agencies review the Company's performance on contracts, pricing practices, cost structure,
financial capability and compliance with applicable laws, regulations and standards. These agencies also review the adequacy of the Company's
internal control systems and policies, including the Company's purchasing, accounting, estimating, compensation and management
information processes and systems. Any costs found to be improperly allocated to a specific contract will not be reimbursed, while such
costs already reimbursed must be refunded. If an audit or investigation of our business were to uncover improper or illegal activities,
then we could be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture
of profits, suspension of payments, fines and suspension or prohibition from doing business with the U.S. government. In addition, responding
to governmental audits or investigations may involve significant expenses and divert management attention.

 Acquisitions
may expose us to additional risks. We may acquire or make investments in businesses, technologies or products, whether complementary
or otherwise, to expand our business, if appropriate opportunities arise. There can be no assurance that we will be able to identify
suitable candidates or consummate these transactions on favorable terms. If required, the financing for these transactions could result
in an increase in our indebtedness, dilute the interests of our stockholders or both. The purchase price for some acquisitions may include
additional amounts to be paid in cash in the future, a portion of which may be contingent on the achievement of certain future operating
results of the acquired business. If the performance of any such acquired business exceeds such operating results, then we may incur
additional charges and be required to pay additional amounts. Acquisitions including strategic investments or alliances entail numerous
risks, which may include:

 difficulties
 in integrating acquired operations or products, including the loss of key employees from, or customers of, acquired businesses;

 diversion
 of management's attention from our existing businesses;

 adverse
 effects on existing business relationships with suppliers and customers;

 adverse
 impacts of margin and product cost structures different from those of our current mix of business; and

 conforming
 standards, controls, procedures, accounting and other policies, business cultures, and compensation structures between the two companies.

 Many
of these factors are outside of our control and any one of these factors could result in, among other things, increased costs and decreases
in the amount of expected revenues, which could materially adversely impact our business, financial condition, and results of operations.
In addition, even if we can successfully integrate acquired businesses, the full benefits, including the synergies, cost savings, revenue
growth, or other benefits that are expected, may not be achieved within the anticipated time frame, or at all. All of these factors could
decrease or delay the expected accretive effect of the acquisitions, and negatively impact our business, operating results, and financial
condition.

 Our
revenue and operating results can fluctuate from period to period. We derive revenue primarily from customer purchase orders
rather than long-term purchase commitments. Our revenue from period to period can significantly fluctuate for a variety of reasons, including,
without limitation, our supply chain as well as receipt of customer orders. Such fluctuations may have a material adverse impact on our
results of our operations.

 Risks
Relating to our Common Stock and our Listed Warrants

 The
price of our common stock could be volatile and could decline at a time when you want to sell your holdings. Numerous factors,
many of which are beyond our control, may cause the market price of our common stock to fluctuate significantly. These factors include:

 quarterly
 variations in our results of operations or those of our competitors;

 delays
 in end-user deployments of products;

 announcements
 by us or our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments;

 intellectual
 property infringements;

 our
 ability to develop and market new and enhanced products on a timely basis;

 commencement
 of, or our involvement in, litigation;

 major
 changes in our Board of Directors or management, including the departure of Mr. Maqbool;

 changes
 in governmental regulations;

 changes
 in earnings estimates or recommendations by securities analysts;

 the
 impact of the political instability, changes in international trade relationships and conflicts, such as the conflict in the Middle
 East or the conflict between Russia and Ukraine;

 our
 failure to generate material revenues;

 our
 public disclosure of the terms of any financing which we may consummate in the future;

 any
 acquisitions we may consummate;

 announcements
 by us or our competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital
 commitments;

 cancellation
 of key contracts;

 short
 selling activities;

 changes
 in market valuations of similar companies; and

 general
 economic conditions and slow or negative growth of end markets.

class action litigation is often instituted against companies following periods of volatility in their stock price. This type of litigation
could result in substantial costs to us and divert our management's attention and resources.

 Moreover,
securities markets may from time-to-time experience significant price and volume fluctuations for reasons unrelated to operating performance
of companies, such as rising inflation and interest rates and the rapidly developing conflict in Ukraine. These market fluctuations may
adversely affect the price of our common stock and other interests in our company at a time when you want to sell your interest in us.

 Future
sales or perceived sales of our common stock could depress our stock price. If the holders of our currently outstanding shares
of common stock were to attempt to sell a substantial amount of their holdings at once, the market price of our common stock could decline.
Moreover, the perceived risk of this potential dilution could cause shareholders to attempt to sell their shares and investors to short
the common stock, a practice in which an investor sells shares that he or she does not own at prevailing market prices, hoping to purchase
shares later at a lower price to cover the sale. As each of these events would cause the number of shares of our common stock being offered
for sale to increase, our common stock market price would likely further decline. All of these events could combine to make it very difficult
for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate.

 Our
common stock may be affected by limited trading volume and price fluctuations, which could adversely impact the value of our common stock.
 Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations, which could
adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors
such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets
could cause the price of our common stock to fluctuate substantially. These fluctuations may also cause short sellers to periodically
enter the market in the belief that we will have poor results in the future. We cannot predict the actions of market participants and,
therefore, can offer no assurances that the market for our common stock will be stable or appreciate over time.

 Provisions
in our articles of incorporation and bylaws could discourage a change in control, or an acquisition of us by a third party, even if the
acquisition would be favorable to you, thereby adversely affecting existing shareholders. Our articles of incorporation and bylaws
contain provisions that may have the effect of making it more difficult or delaying attempts by others to obtain control of our Company,
even when these attempts may be in the best interests of our shareholders. For example, our articles of incorporation authorize our Board
of Directors, without stockholder approval, to issue one or more series of preferred stock, which could have voting and conversion rights
that adversely affect or dilute the voting power of the holders of common stock. These provisions and others that could be adopted in
the future could deter unsolicited takeovers or delay or prevent changes in our control or management, including transactions in which
stockholders might otherwise receive a premium for their shares over then-current market prices. These provisions may also limit the
ability of stockholders to approve transactions that they may deem to be in their best interests.

 The
ability of Fawad Maqbool, our Chairman, to sell his stake in us and speculation about any such sale may adversely affect the market price
of our common stock. Mr. Maqbool owns a significant number of shares of our outstanding common stock, and he may sell any or
all of his shares at any time without approval by other shareholders. Speculation by the press, stock analysts, our shareholders or others
regarding the intention of Mr. Maqbool to dispose of his shares could adversely affect the market price of our common stock. Moreover,
the market price of our common stock may be adversely impacted by the fact that the public float of our common stock is relatively small.

 Because
Fawad Maqbool, our Chairman controls a significant number of shares of our voting capital stock, he has the ability to influence actions
requiring stockholder approval. As of the date of this report, Fawad Maqbool, our Chairman, President Chief Executive Officer,
held 29.07% of our outstanding shares of common stock. As a result, Mr. Maqbool could significantly influence the outcome of matters
submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially
all of our assets. In addition, Mr. Maqbool could influence the management and affairs of our company. Accordingly, any investors who
purchase shares will likely be minority shareholders and as such will have little to no say in the direction of us and the election of
directors. Additionally, this concentration of ownership might harm the market price of our common stock by:

 delaying,
 deferring or preventing a change in corporate control;

 impeding
 a merger, consolidation, takeover or other business combination involving us; or

 discouraging
 a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.

 Because
we do not intend to pay cash dividends on our shares of common stock, any returns will be limited to the value of our shares.
We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate
declaring or paying any cash dividends for the foreseeable future. Any return to stockholders will therefore be limited to the increase,
if any, of our share price that stockholders may be able to realize if they sell their shares.

 There
can be no assurance that we will be able to comply with the continued listing standards of the Nasdaq Capital Market, a failure which
could result in the de-listing of our common stock. The Nasdaq Capital Market requires that the trading price of its listed stocks
remain above one dollar for the stock to remain listed. If a listed stock trades below one dollar for more than 30 consecutive trading
days, then it is subject to delisting from the Nasdaq Capital Market. In addition, to maintain a listing on the Nasdaq Capital Market,
we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence
and independent committee requirements, minimum stockholders' equity and certain corporate governance requirements. If we are unable
to satisfy these requirements or standards, we could be subject to delisting, which would have a negative effect on the price of our
common stock and would impair your ability to sell or purchase our common stock when you wish to do so. In the event of a delisting,
we would expect to take actions to restore our compliance with the listing requirements, but we can provide no assurance that any such
action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common
stock, prevent our common stock from dropping below the minimum bid price requirement or prevent future non-compliance with the listing
requirements.

 The
Listed Warrants are speculative in nature. The Listed Warrants do not confer any rights of common stock ownership on their holders,
such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of our common stock
at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Listed Warrants may exercise
their right to acquire the common stock and pay an exercise price of $7.00 per share, prior to five years from the date of issuance,
after which date any unexercised Listed Warrants will expire and have no further value. In addition, there can be no assurance that an
active trading market for the Listed Warrants will develop.

 Holders
of the Listed Warrants will have no rights as common stockholders until they acquire our common stock. Until holders of the
Listed Warrants acquire shares of our common stock upon exercise of the Listed Warrants, the holders will have no rights with respect
to shares of our common stock issuable upon exercise of the Listed Warrants. Upon exercise of the Listed Warrants, the holder will be
entitled to exercise the rights of a common stockholder as to the security exercised only as to matters for which the record date occurs
after the exercise.

 Provisions
of the Listed Warrants could discourage an acquisition of us by a third party. Certain provisions of the Listed Warrants could
make it more difficult or expensive for a third party to acquire us. The Listed Warrants prohibit us from engaging in certain transactions
constituting "fundamental transactions" unless, among other things, the surviving entity assumes our obligations under the
Listed Warrants. These and other provisions of the Listed Warrants offered by this prospectus could prevent or deter a third party from
acquiring us even where the acquisition could be beneficial to you.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 Smaller
reporting companies are not required to provide the information required by this item.

 ITEM 1C. CYBERSECURITY

 Cybersecurity Risk
Management and Strategy

 The Company depends on the
proper functioning, availability and security of its information systems, including financial, data processing, communications and operating
systems. Several information systems are software applications provided by third parties. Although risks from cybersecurity threats have
to date not materially affected, and we do not believe they are reasonably likely to materially affect, us, our business strategy, results
of operations or financial condition, like other companies in our industry, we could, from time to time, experience threats and security
incidents related to our and our third-party vendors' information systems, including attempts to gain unauthorized access to our
confidential data, and other electronic security breaches. Such cybersecurity attacks can range from individual attempts to gain unauthorized
access to our information technology systems to more sophisticated security threats. While we employ a number of measures to prevent,
detect and mitigate these threats, there is no guarantee such efforts will be successful in preventing a cybersecurity attack. A cybersecurity
attack could compromise the confidential information of our employees, customers and vendors. A successful cybersecurity attack could
disrupt and otherwise adversely affect our business operations.

 Assessment, identification
and management of cybersecurity related risks are integrated into our overall risk management process. Cybersecurity related risks are
included in the risk universe we evaluate to assess top risks to the Company at least annually. To the extent our processes identify a
heightened cybersecurity related risk, risk owners are assigned to develop risk mitigation plans, which are then tracked to completion.

 Cybersecurity Governance

 Our Board of Directors considers
cybersecurity risk as part of its risk oversight function and has delegated oversight of cybersecurity risk strategy and governance and
of other information technology risks to the Audit Committee of the Board of Directors (the "Audit Committee"). The Audit
Committee reports to the full Board of Directors regarding its activities, including those related to cybersecurity. Senior management,
including the Company's Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, is responsible for assessing
and managing cybersecurity risk, and provides briefings regarding the assessment and management of such risk to the Audit Committee, which
then reports, as necessary, to the Board of Directors.

 Although members of our senior management do not have direct cybersecurity expertise
obtained through certifications, their experience managing the Company, which includes consulting and coordinating as necessary with in-house information-technology
specialists, enables them to effectively assess and manage material risks from
cybersecurity threats.

 The Company relies on in-house
information-technology specialists to assist in managing relevant risks. Any cybersecurity incident would be reported promptly to management
and material and potentially material incidents would be assessed by management and the Audit Committee for remediation and future prevention
and detection.

 The Company, at least annually,
updates its policies or procedures that could help mitigate cybersecurity risks. Notwithstanding the extensive approach we take to cybersecurity,
we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. The Company
has incorporated cybersecurity coverage in its insurance policies; however, there is no assurance that the insurance the Company maintains
will cover all cybersecurity breaches or that policy limits will be sufficient to cover all related losses.

 ITEM
2. PROPERTIES

 As
of April 1, 2022, our principal executive office is located at 155 Plant Avenue, Hauppauge, NY. The property at this location is leased
by the Company at a monthly rental expense of $28,854 for a term of seven years and two months. The yearly base rent of $346,248 shall
increase at a rate of 2.75% per year to begin on the first anniversary of the lease commencement date and each year thereafter. In the
event the landlord decides to sell the property, the Company shall have the right of first offer to purchase subject property. Our wholly
owned subsidiary, AmpliTech, Inc., and the Company's divisions, Specialty Microwave and AGTGSS, also operate out of our principal
executive office. This property is used for administrative offices and for manufacturing.

 On
September 15, 2019, the Company entered a five- year lease on property located at 120 Raynor Avenue, Ronkonkoma, NY with an option to
buy the property during the first two years of the lease for $1.2 mm and then at fair market value for the remainder of the lease term.
The option to buy the property has expired and was not exercised. The lease commenced with a monthly rental expense of $7,500, with annual
rent increases by 3% in each successive lease year beginning on January 1, 2021. This property was used by Specialty Microwave for manufacturing
and engineering services. On April 13, 2023, this lease was terminated subject to the terms of a Surrender Agreement between the Company
and landlord. As a result, a gain on termination of right-of-use operating lease was recognized of $8,461.

 On
December 15, 2021, the Company assumed the SSM lease agreement for office and warehouse space in San Jose, CA, with the same lease terms
and conditions as previously stipulated in the lease agreement prior to the lease assumption. The lease term will expire on January 31,
2025, with a monthly base rent of $24,234 for the first 12 months and increase by approximately 3% every year.

 As
of December 31, 2023, all the facilities described above were in good operating condition, well maintained and in regular use. We believe
that our existing facilities are sufficient to meet our operational needs for the foreseeable future.

 On January 15, 2024, the Company entered a triple
net lease agreement for a 1,900 square foot facility in Allen, Texas for a term of five years and one month. The yearly base rent of
$53,675 shall increase at a rate of 2.5% per year to begin on the first anniversary lease commencement date and each year thereafter.
The first month's rent shall be abated following the commencement lease date. Upon lease execution, the Company paid two months
of rent as a security deposit and one month's rent totaling $17,999. The Company expects to be fully operational at the new MMIC
division facility May 1, 2024.

 ITEM
3. LEGAL PROCEEDINGS

 There
are no pending legal proceedings to which we are a party or of which any of our property is the subject. From time to time, we may become
involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigations are subject to inherent
uncertainties and an adverse result in these, or other matters may arise from time to time and harm our business.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Up
through February 16, 2021, our common stock traded on the over-the-counter market and was quoted on the OTCQB market under the symbol
"AMPG". Our common stock and warrants have been approved for listing on the NASDAQ Capital Market, or NASDAQ, under the symbols
"AMPG" and "AMPGW", respectively, and commenced trading on the NASDAQ on February 17, 2021.

 Holders

 As
of March 27, 2024, there were 44 holders of record of our common stock. This does not reflect the number of persons or entities
who held stock in nominee or street name through various brokerage firms.

 Dividend
Policy

 We
have never declared or paid dividends on our common stock. We do not anticipate paying any dividends on our common stock in the foreseeable
future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business.
Any future determination to declare dividends will be subject to the discretion of our Board of Directors and will depend on various
factors, including applicable laws, our results of operations, financial condition, future prospects and any other factors deemed relevant
by our Board of Directors.

 ITEM
6. [RESERVED]

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 This
Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial
statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and
certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our
audited consolidated financial statements and the accompanying notes thereto included in "Item 8. Financial Statements and Supplementary
Data."

 Forward-Looking
Statements

 In
addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve
risks, uncertainties and assumptions. See "Forward-Looking Statements." Our results and the timing of selected events may
differ materially from those anticipated in these forward-looking statements as a result of many factors.

 Non-GAAP
Financial Measures

 We
believe that presenting non-GAAP financial measures provides management and investors with useful measures to evaluate the performance
and trends of the total company and its businesses. This includes adjustments in recent periods to GAAP financial measures to increase
period-to-period comparability following actions to strengthen our overall financial position and how we manage our business.

 Business
Overview

Group Inc. ("AMPG," "AmpliTech" or the "Company"), incorporated in 2010 in the state of Nevada, is
the parent company of AmpliTech, Inc., and the Company's divisions Specialty Microwave, Spectrum Semiconductor Materials, AmpliTech
Group MMIC Design Center ("AGMDC") and AmpliTech Group True G Speed Services ("AGTGSS").

Inc. designs, engineers and assembles micro-wave component-based amplifiers that meet individual customer specifications. Our products
consist of RF amplifiers and related subsystems, operating at multiple frequencies from 50kHz to 44GHz, including low noise amplifiers
("LNA"), medium power amplifiers, cryogenic amplifiers, and custom assembly designs for the global satellite communications,
telecom (5G & IoT), space, defense, and quantum computing markets. We also offer non-recurring engineering services on a project-by-project
basis, for a predetermined fixed contractual amount, or on a time plus material basis. We have both domestic and international customers
in such industries as aerospace, governmental, defense and commercial satellite.

 Specialty
Microwave designs and manufactures state-of- the-art precision SATCOM microwave components, RF subsystems and specialized electronic
assemblies for the military and commercial markets, flexible and rugged waveguides, wave guide adapters and more.

 On
November 19, 2021, AMPG entered into an Asset Purchase Agreement with Spectrum Semiconductor Materials Inc. ("SSM"), a globally
authorized distributor of integrated circuit (IC) packaging and lids for semiconductor device assembly, prototyping, testing, and production
requirements founded in 1990 and headquartered in San Jose, CA, pursuant to which AMPG acquired substantially all of the assets of the
Company (the Acquisition). The Acquisition was completed on December 15, 2021.

 In
2021, the Company opened a monolithic microwave integrated circuits ("MMIC") chip design center in Texas and has started
to implement several of its proprietary amplifier designs into MMIC components. MMICs are semiconductor chips used in high-frequency
communications applications. MMICs are widely desired for power amplification solutions to service emerging technologies, such as phased
array antennas and quantum computing. MMICs carry a smaller footprint enabling them to be incorporated into a broader array of systems
while reducing costs. AGMDC designs, develops and manufactures state-of-the-art signal processing components for satellite and 5G communications
networks, defense, space and other commercial applications, allowing the Company to market its products to wider base of customers requiring
high technology in smaller packages.

 In
August 2022, the AGTGSS division was formed to enable "true G speeds" to
the industry. AGTGSS' main function will be to plan and configure 5G radio systems and make them O-RAN compliant. AGTGSS will implement
AmpliTech's low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds.

 Results
of Operations

 As
of December 31, 2023, the Company had a working capital of $15,649,254 and an accumulated deficit of $9,769,723. The Company
recorded a net loss of $2,465,439 and $677,107 for the years ended December 31, 2023 and December 31, 2022, respectively.

 For
Years Ended December 31, 2023 and December 31, 2022

 Revenues

 Sales
decreased from $19,394,492 for the year ended December 31, 2022 to $15,584,577 for the year ended December 31, 2023, a decrease of
$3,809,915 or approximately 19.64%. Spectrum sales decreased by $4,328,316 or 32.0%, a decline attributable primarily due to a
decrease in international sales. The effect COVID placed on the supply chain in 2021 and 2022 triggered higher demand for our
integrated circuit, or IC, products. With COVID restrictions and worldwide supply chain concerns easing, the demand for IC packaging
has decreased. Sales in the manufacturing and engineering divisions increased by $518,401 or 8.83%, primarily in the telecommunication applications.

 Cost
of Goods Sold and Gross Profit

 Cost
of goods sold decreased to $8,308,949 in 2023 from $10,469,628 in 2022, a decrease of $2,160,679 or approximately 20.64%. This
decrease is directly related to the decline in sales. As a result, the gross profit was $7,275,628 for 2023 compared to $8,924,864
for 2022, a decrease of $1,649,236 or 18.48%. Gross profit as a percentage of sales increased to 46.69% from 46.02%. Spectrum
reported a gross profit margin of 48.42% while AmpliTech's gross profit margin was 44.19%.

 Selling,
General and Administrative Expenses

 Selling,
general and administrative expenses decreased to $7,511,319 in 2023 from $7,629,644 in 2022, a decrease of $118,325, or approximately
1.55%. The Company experienced a decrease in parent company expenses, such as accounting, legal and stock compensation. Other expenses
such as sales commissions and relocation expenses have decreased as well.

impairment

 As
of December 31, 2022, goodwill related to the acquisition of Specialty was deemed impaired in the amount of $120,136. There were no indicators of goodwill impairment for the year ended December 31, 2023.

and Development Expenses

and development expenditures are charged to operations as incurred. The major components of research and development costs include employee
salaries and benefits, consultants, outside service, and supplies.

 The
Company's research and development initiative to expand its product line of low noise amplifiers to include its new 5G and wireless
infrastructure products and MMIC designs is progressing significantly. Our combined engineering and manufacturing resources are expected
to complement the development of new subsystems for satellite, wireless, and 5G infrastructure, as well as advanced military and commercial
markets.

and development costs for the years ended December 31, 2023 and 2022 were $2,341,845 and $1,024,127, respectively. Research and
development expenses have increased by $1,317,718, or by 128.67%, a result of hiring additional personnel for the AGMDC division as
it completes its MMIC design releases. The company's research and development costs include the launch of over 75 new
products, such as passive products and the new MMIC based LNA's, Coaxial in line low noise amplifiers as well as Coaxial in
line band pass filters. In addition, research and development costs were incurred for cryogenic amplifiers for quantum computing and
5G CAT B 64T64R ORAN Radios.

 Income
(Loss) From Operations

 As
a result of the above, the Company has a loss from operations of $2,577,536 and income from operations of $150,957 for the year ended
December 31, 2023 and 2022, respectively.

 Other
Income (Expenses)

 As
part of the acquisition of Spectrum Microwave, the purchase agreement contained a revenue adjustment. The revenue adjustment was determined
to be an amount equal to 25% of two years' net revenues minus $20,000,000. The fair value of the revenue adjustment was determined to
be $2,180,826 an increase of $815,788 as previously recorded in December 31, 2021. As such, a loss on contingent revenue earnout of $815,788
was recorded for the year ended December 31, 2022. On March 20, 2023, the revenue earnout of $2,180,826 was paid to the Seller.

 Due
to market fluctuations, the Company recorded an unrealized gain on investments of $1,697 and $2,343 for the years ended December 31,
2023 and 2022, respectively.

 Interest
income and interest expense, net for December 31, 2023 and 2022, were $19,281 and $13,013, respectively.

 Realized
gain on investments, resulting from the redemption of treasury bills, was $131,522 for the year ended December 31, 2023.

 Loss
on disposal of property and equipment was $16,403 and $1,606 for the years ended December 31, 2023 and 2022, respectively.

 Net
Loss

 The
Company reported a net loss of $2,465,439 and $677,107 in 2023 and 2022, respectively.

 Liquidity
and Capital Resources

Activities

 The
net cash used in operating activities for the year ended December 31, 2023 was $3,470,890 resulting primarily from net loss and the operating
changes in accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses as well as customer deposits and
operating lease liability.

 The
net cash used in operating activities for the year ended December 31, 2022 was $3,425,246 resulting primarily from net loss and the operating
changes in accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses as well as customer deposits and
operating lease liability.

 Investing
Activities

 The
net cash used in investing activities for the year ended December 31, 2023 was $725,899 for the purchase of property and equipment offset
with the net investments in marketable securities.

 The
net cash used in investing activities for the year ended December 31, 2022 was $1,079,183 for the purchase of property and equipment,
net investment in marketable securities and SN2N.

 Financing
Activities

 The
net cash used in financing activities for the year ended December 31, 2023 was $2,367,420, for the repayment of financing lease
liabilities, notes payable and the revenue earnout.

 The
net cash used in financing activities for the year ended December 31, 2022 was $224,223, for the repayment of financing lease liabilities
and notes payable.

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

 As
of December 31, 2023, we had cash and cash equivalents of $6,726,013, working capital of $15,649,254 and an accumulated deficit of $9,769,723.

 We
intend to continue to finance our internal growth with cash on hand and cash provided from operations. We believe that our cash provided
from operations and cash on hand will provide enough working capital to fund our operations for the next twelve months.

 Critical
Accounting Policies, Estimates and Assumptions

 The
SEC defines critical accounting policies as those that are, in management's view, most important to the portrayal of our financial
condition and results of operations and those that require significant judgments and estimates.

 The
discussion and analysis of our financial condition and results of operations is based upon our financial statements that have been
prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities. On an on-going
basis, we evaluate our estimates including the allowance for doubtful accounts, the salability and recoverability of inventory, the
impairment analysis of intangible assets and goodwill, the valuation of stock-based compensation, income taxes and contingencies. We
base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the
results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 We
cannot predict what future laws and regulations might be passed that could have a material effect on the results of operations. We assess
the impact of significant changes in laws and regulations on a regular basis and update the assumptions and estimates used to prepare
our financial statements when we deem it necessary.

 Basis
of Accounting

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

 Principles
of Consolidation

 The
accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and
transactions have been eliminated in consolidation.

 Use
of Estimates

 The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results could
differ from those estimates.

 Reclassifications

 Certain
reclassifications have been made to the prior years' financial statements to conform to the current year's presentation.
Certain expenses were reclassed from selling, general and administrative expenses to other income/ expenses. These reclassifications
have no effect on previously reported results of operations.

 Cash
and Cash Equivalents

 The
Company considers deposits that can be redeemed on demand and investments and marketable securities that have original maturities of
less than three months, when purchased, to be cash equivalents. As of December 31, 2023, the Company's cash and cash
equivalents were deposited in five financial institutions.

 The
Company's policy is to place its cash and cash equivalents with high-quality, major financial and investment institutions in order to
limit the amount of credit exposure. Accounts at each financial institution are insured by the Federal Deposit Insurance Corporation
("FDIC") up to $250,000. Additionally, cash and cash equivalents maintained with investment institutions are insured by the
Securities Investor Protection Corporation ("SIPC") up to $500,000, which includes a $250,000 limit for cash. In addition,
the investment institution provides additional "excess of SIPC" coverage, which insures up to $600 million. The Company has
not experienced any losses to date resulting from this policy. At December 31, 2023 and 2022, the Company had $3,170,500 and $12,040,022
in excess of FDIC, SIPC, and excess SIPC insured limits, respectively. The Company has not experienced any losses in such accounts.

Receivable

receivable consist of trade receivables arising from credit sales to customers in the normal course of business. These receivables are
recorded at the time of sale, net of an allowance for current expected credit losses. In accordance with ASC Topic 326, " Financial
Instruments – Credit Losses," the Company estimates expected credit losses based on historical bad debt experience, the
aging of accounts receivable, the current creditworthiness of our customers, prevailing economic conditions, and reasonable and supportable
forward-looking information.

 An
allowance of $ 0 has been recorded at December 31, 2023 and 2022, respectively.

 Marketable

 The
Company's investments in marketable securities are classified based on the nature of the securities and their availability for
use in current operations. The Company's marketable securities are stated at fair value with all realized and unrealized gains
and losses on investments in marketable equity securities recognized in other income, net. The realized and unrealized gains and losses
on marketable securities are determined using specific identification methods.

 Inventories

 Inventories,
which consists primarily of raw materials, work in progress and finished goods, are stated at the lower of cost (first-in, first-out
basis) or market (net realizable value).

 Inventory
quantities and related values are analyzed at the end of each fiscal quarter to determine those items that are slow moving and obsolete.
An inventory reserve is recorded for those items determined to be slow moving with a corresponding charge to cost of goods sold. Inventory
items that are determined obsolete are written off currently with a corresponding charge to cost of goods sold.

 As
of December 31, 2023 and 2022, the reserve for inventory obsolescence was $1,146,000 and $1,128,000, respectively.

and Equipment

and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the related assets using the straight-line
method for financial statement purposes. Amortization of leasehold improvements is computed using the straight-line method over the shorter
of the remaining lease term or the estimated useful lives of the improvements.

and equipment are depreciated as follows:

 Useful Life

 Method

 Office equipment

 3 to 7 years

 Machinery and equipment

 7 to 10 years

 Computer equipment and software

 1 to 7 years

 Vehicles

 5 years

 Leasehold improvements

 7 years

 Definite-lived
intangible assets including customer relationships and intellectual property are subject to amortization. Intangible assets are amortized
over their estimated useful life on a straight-line basis. Estimated useful lives are determined considering the period the assets are
expected to contribute to future cash flows. Indefinite-lived intangible assets are not subject to amortization.

assets are amortized as follows:

 Useful
 Life

 Method

 Trade names

 Indefinite

 N/A

 Customer relationships

 15 to 20 years

 Intellectual property

 15 years

 Long-Lived

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

 The
recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted
future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future
cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the
asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount of
fair value less costs to sell and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use
is their respective fair values. During the years ended December 31, 2023 and 2022, there were no impairments of long-lived assets.

and Indefinite-Lived Intangible Assets

 We
follow the acquisition method of accounting to record the assets and liabilities of acquired businesses at their estimated fair value
at the date of acquisition. We initially record goodwill for the amount the consideration transferred exceeds the acquisition-date fair
value of net tangible and identifiable intangible assets acquired.

and intangible assets deemed to have indefinite lives are not amortized, but are tested for impairment annually on December 31, or more
frequently when events or circumstances indicate an impairment may have occurred. When assessing the recoverability of goodwill and indefinite-lived
intangible assets, the Company may first assess qualitative factors in determining whether it is more likely than not that the fair value
of a reporting unit, including goodwill, or an indefinite-lived intangible asset is less than its carrying amount. The qualitative assessment
is based on several factors, including the current operating environment, industry and market conditions, and overall financial performance.
The Company may elect to bypass this qualitative assessment for some or all of its reporting units or other indefinite-lived intangible
assets and perform a quantitative assessment, based on management's judgment.

 If
we quantitatively test goodwill and indefinite-lived intangible assets for possible impairment, we calculate the fair value for the reporting
unit and indefinite-lived assets and compare the amount to their carrying amount. If the fair value of a reporting unit and indefinite-lived
asset exceeds their carrying amount, the reporting unit and indefinite-lived assets are not considered impaired. If the carrying amount
of the reporting unit and indefinite-lived assets exceeds their fair value, the reporting unit and indefinite-lived assets are considered
to be impaired, and an impairment charge is recognized for the difference.

 We
estimate the fair value of our reporting units and indefinite-lived intangible assets based on the present value of estimated future
cash flows. Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate
the future cash flows used to measure fair value. Our estimates of future cash flows consider past performance, current and anticipated
market conditions and internal projections and operating plans. Additional assumptions include forecasted growth rates, estimated discount
rates, and estimated royalty rates for our indefinite-lived intangible assets.

 During
the years ended December 31, 2023 and 2022, we recorded goodwill impairments of $0 and $120,136, respectively. During the years ended
December 31, 2023 and 2022, there were no impairments of indefinite-lived intangible assets.

 Investment
Policy-Cost Method

 Investments
consist of non-controlling equity investments in privately held companies. The Company elected the measurement alternative for these
investments without readily determinable fair values and for which the Company does not control or have the ability to exercise considerable
influence over operating and financial policies.

 These
investments are accounted for under the cost method of accounting. Under the cost method of accounting, the non-marketable equity securities
are carried at cost less any impairment, adjusted for observable price changes of similar investments of the same issuer. Fair value
is not estimated for these investments if there are no identified events or changes in circumstances that may influence the fair value
of the investment. Under this method, the Company's share of the earnings or losses of such investee companies is not included
in the consolidated balance sheet or consolidated statements of operations. The Company held $348,250 of investments without readily
determinable fair values at December 31, 2023 (see Note 9). These investments are included in other assets on the consolidated balance
sheets. There were no indicators of impairment during the year ended December 31, 2023.

 Leases

 We
lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related
asset and obligation at the present value of lease payments over the lease term. The Company has elected not to separate lease and non-lease
components for all property leases for the purpose of calculating ROU assets and lease liabilities. Many of our leases include rental
escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when appropriate.
When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not
provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments
based on information available at lease commencement. The incremental borrowing rate is the rate of interest that a lessee would have
to pay to borrow on a collateralized basis considering such factors as lease term and economic environment risks.

Recognition

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

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

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

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

 Determine
the transaction price. Payment by the customer is due under customary fixed payment terms, and we evaluate if collectability is reasonably
assured. None of our contracts as of December 31, 2023 contained a significant financing component. Revenue is recorded at the net sales
price, which includes estimates of variable consideration such as product returns, rebates, discounts, and other adjustments. The estimates
of variable consideration are based on historical payment experience, historical and projected sales data, and current contract terms.
Variable consideration is included in revenue only to the extent that it is probable that a significant reversal of the revenue recognized
will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Taxes collected from customers
relating to product sales and remitted to governmental authorities are excluded from revenues.

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

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

 Cost
of Sales

 We
include product costs such material, direct labor, overhead costs, production-related depreciation expense, outside labor and production
supplies in cost of sales.

 Shipping
and Handling

 Shipping
and handling charges are generally incurred at the customer's expense. However, when billed to our customers, shipping and handling
charges are included in net sales for the applicable period, and the corresponding shipping and handling expense is reported in cost
of sales.

and Development

and development expenditures are charged to operations as incurred. The major components of research and development costs include payroll,
consultants, outside service, and supplies.

and development costs for the years ended December 31, 2023 and 2022 were $2,341,845 and $1,024,127, respectively.

 Income
Taxes

 The
Company's 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 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,
2023 and 2022, the Company had no material unrecognized tax benefits.

 Earnings
Per Share

 Basic
earnings per share ("EPS") are determined by
dividing the net earnings by the weighted-average number of shares of common shares outstanding during the period. Diluted
EPS is determined by dividing net earnings by the weighted average number of common shares used in the basic EPS calculation plus the
number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding under the treasury
stock method. As of December 31, 2023 and 2022, there were 4,545,442 and 4,235,442, respectively, potentially dilutive shares that need
to be considered as common share equivalents. As a result of the net loss, the potentially dilutive shares that need to be considered
as common share equivalents, for the years ended December 31, 2023 and 2022, are anti-dilutive.

 Fair
Value Measurements

 The
fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities
are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the
quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on
the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined in the following three
categories:

 Level
1: Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date.

 Level
2: Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly
or indirectly.

 Level
3: Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management
judgment.

 Cash
and cash equivalents, receivables, inventory, prepaid expenses, accounts payable, accrued expenses, and customer deposits approximate
fair value, due to their short-term nature. The carrying value of notes payable and short and long-term debt also approximates fair value
since these instruments bear market rates of interest.

and liabilities that are measured at fair value on a nonrecurring basis relate primarily to long-lived assets, intangible assets, and
goodwill, which are remeasured when the derived fair value is below carrying value in the consolidated balance sheets.

 Stock-Based
Compensation

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

 Concentration
of Credit Risk

 Financial
instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents, marketable
securities and accounts receivable.

 The
Company places its cash and cash equivalents and marketable securities with high-quality, major financial and investment institutions
in order to limit the amount of credit exposure. For accounts receivable, the Company performs ongoing credit evaluations of its customers
and maintains allowances for potential credit losses.

 Sales
to the Company's largest customer represented approximately 8.45% of total sales for the year ended December 31, 2023. As of December
31, 2022, there were two customers that each accounted for 25.98% and 10.60% of total revenue.

 As
of December 31, 2023 and 2022, there were two vendors that accounted for 33.14% and 17.18% and 44.15% and 29.29%, respectively, of total
component parts purchased.

 Recent
Accounting Pronouncements

 In
June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments. The amendments in this update, among other things, require the measurement of all expected credit losses for financial assets
held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions
and other organizations will now use forward-looking information to better inform their credit loss estimates. As a smaller reporting
company, the guidance was effective for our fiscal years beginning after December 15, 2022. The adoption of this guidance did not have
an impact on our consolidated financial statements.

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency
and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater disaggregation of information in
the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve
the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early
adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. We are currently evaluating
the impact this standard will have on our consolidated financial statement disclosures.

 In
November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires
a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim
periods all disclosures about reportable segment's profit or loss and assets that are currently required annually. ASU 2023-07
is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15,
2024, with early adoption permitted. These amendments are to be applied retrospectively. We are currently evaluating the impact this
standard will have on our consolidated financial statement disclosures.

 In
August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial
Measurement, which requires a newly-formed joint venture to apply a new basis of accounting to its contributed net assets, resulting
in the joint venture initially measuring its contributed net assets at fair value on the formation date. ASU 2023-05 is effective for
all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. These amendments are to
be applied prospectively, with retrospective application permitted for joint ventures formed before the effective date. We are currently
evaluating the impact this standard will have on our consolidated financial statement disclosures.

 Off
Balance Sheet Transactions

 As
of December 31, 2023, we did not have any off-balance sheet arrangements.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Smaller
reporting companies are not required to provide the information required by this item.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

to Consolidated Financial Statements

 For

 Report of Independent Registered Public Accounting Firm (PCAOB ID 3627)

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and Shareholders of AmpliTech
Group, Inc.:

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance
sheets of AmpliTech Group, Inc. ("the Company") as of December 31, 2023 and 2022, the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the years in the two-year period ended December 31, 2023 and the related notes
(collectively referred to as the "financial statements"). In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations
and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally
accepted in the United States of America.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal
control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matters communicated below are
matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the
audit committee and that: (1) related to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and we are not, by communicating the critical matters below, providing separate opinions on the
critical audit matters or on the accounts or disclosures to which they relate.

 Long-Lived Asset Impairment Assessment

 Critical Audit Matter Description

 As described in note 2 to the consolidated
financial statements, the Company performs impairment testing for its long-lived assets when events or changes in circumstances indicate
that its carrying amount may not be recoverable and exceeds its fair value. Due to challenging industry and economic conditions, the Company
tested the recoverability of its long-lived asset group that comprises the AmpliTech Inc. division during the year as of December 31,
2023. The Company's evaluation of the recoverability of this long-lived asset group involved comparing the undiscounted future cash
flows expected to be generated by this long-lived asset groups to its respective carrying amount. The Company's recoverability analysis
requires management to make significant estimates and assumptions related to forecasted sales growth rates and cash flows over the remaining
useful life of this long-lived asset group.

 We identified the evaluation of the recoverability
analysis for this long-lived asset group as a critical audit matter because of the significant estimates and assumptions management used
in the related cash flow analysis. Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required
a high degree of auditor judgment and an increased extent of effort.

 How the Critical Audit Matter Was Addressed
in the Audit

 Our audit procedures related to the following:

 Testing management ' s process for developing the test for recoverability.

 Evaluating the appropriateness of the cash flow model used by management.

 Testing the completeness and accuracy of underlying data used in the cash flow model.

 Evaluating the significant assumptions used by management related to revenues, EBITDA, and future capital asset and working capital needs to discern whether they are reasonable considering (i) the current and past performance of the entity; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

 Professionals with specialized skill and knowledge were utilized by the Firm to assist in the evaluation of the discounted cash flow model and discount rate assumptions.

 /s/ Sadler, Gibb & Associates, LLC

 We have served as the Company's auditor since
2013.

 Draper, UT

 April 1, 2024

 F- 1

 Consolidated
Balance Sheets

 31,

 31,

 2023

 2022

 Cash
 and cash equivalents

 $
 6,726,013

 $
 13,290,222

 receivable

 2,542,710

 1,801,769

 Inventories,
 net

 6,537,578

 6,632,121

 Marketable
 securities

 -

 247,450

 Prepaid
 expenses

 1,342,335

 194,635

 Total
 Current Assets

 17,148,636

 22,166,197

 and equipment, net

 2,599,448

 2,023,687

 lease right of use assets

 3,538,798

 4,197,324

 assets, net

 2,984,133

 3,134,108

 4,696,883

 4,696,883

 Cost method
 investment

 348,250

 348,250

 Security
 deposits

 91,481

 113,185

 Total Assets

 $
 31,407,629

 $
 36,679,634

 and Stockholders' Equity

 payable and accrued expenses

 846,179

 $
 860,366

 Customer
 deposits

 14,239

 210,848

 portion of financing lease obligations

 16,799

 33,480

 portion of operating lease obligations

 541,324

 586,379

 portion of notes payable

 80,841

 144,358

 earnout

 -

 2,180,826

 Total
 Current Liabilities

 1,499,382

 4,016,257

 Long-term

 Financing
 lease obligations, net of current portion

 32,537

 49,336

 lease obligations, net of current portion

 3,171,979

 3,768,932

 Deferred tax liability

 -

 Notes
 payable, net of current portion

 -

 89,597

 Total

 4,727,898

 7,924,122

 Commitments and Contingencies

 -

 -

 Stockholders' Equity

 stock, par value $ 0.001, 500,000,000
 shares authorized, 9,714,613
 and 9,634,613
 shares issued and outstanding, respectively

 9,715

 9,635

 Additional
 paid-in capital

 36,439,739

 36,050,161

 Accumulated
 deficit

 ( 9,769,723
)

 ( 7,304,284
)

 Total Stockholders'
 Equity

 26,679,731

 28,755,512

 Total
 Liabilities and Stockholders' Equity

 $
 31,407,629

 $
 36,679,634

 See
accompanying notes to the consolidated financial statements

 F- 2

 Consolidated
Statements of Operations

 For

 2023

 2022

 Revenues

 $
 15,584,577

 $
 19,394,492

 Cost of
 Goods Sold

 8,308,949

 10,469,628

 Gross
 Profit

 7,275,628

 8,924,864

 Expenses

 Selling,
 general and administrative

 7,511,319

 7,629,644

 impairment

 -

 120,136

 and development

 2,341,845

 1,024,127

 Total Operating
 Expenses

 9,853,164

 8,773,907

 Income
 (Loss) From Operations

 ( 2,577,536
)

 150,957

 Other Income
 (Expenses)

 Loss on
 contingent revenue earnout

 -

 ( 815,788
)

 Loss on
 disposal of property and equipment

 ( 16,403
)

 ( 1,606
)

 gain on investments

 1,697

 2,343

 Realized
 gain on investments

 131,522

 -

 Interest
 Income (expense), net

 19,281

 ( 13,013
)

 Total Other
 Income (Expenses)

 136,097

 ( 828,064
)

 Net Loss
 Before Income Taxes

 ( 2,441,439
)

)

 Provision For Income Taxes

 -

 Net Loss

 $
)

 $
)

 Net Loss Per Share;

 Basic and diluted

 $
 ( 0.26
)

 $
 ( 0.07
)

 Weighted Average Common
 Shares Outstanding;

 Basic and diluted

 9,659,421

 9,609,208

 See
accompanying notes to the consolidated financial statements

 F- 3

 Consolidated
Statements of Stockholders' Equity

 For
The Years Ended December 31, 2023 and 2022

 Shares

 Value

 Capital

 Deficit

 Equity

 Stock

 Additional

 Total

 of

 Par

 Paid-In

 Accumulated

 Stockholders'

 Shares

 Value

 Capital

 Deficit

 Equity

 Balance, December
 31, 2021

 9,582,113

 $

 9,582

 $

 35,651,088

 $

 ( 6,627,177

)

 $

 29,033,493

 Stock based compensation

 -

 -

 399,126

 -

 399,126

 Common stock issued for vesting
 of RSU's

 52,500

 ( 53

)

 -

 -

 Net
 loss for the year ended December 31, 2022

 -

 -

 -

)

)

 Balance, December 31, 2022

 9,634,613

 $

 9,635

 $

 36,050,161

 $

 ( 7,304,284

)

 $

 28,755,512

 Balance

 9,634,613

 $

 9,635

 $

 36,050,161

 $

 ( 7,304,284

)

 $

 28,755,512

 Stock based compensation

 -

 -

 389,658

 389,658

 Common stock issued for vesting
 of RSU's

 80,000

 ( 80

)

 -

 -

 Net
 loss for the year ended December 31, 2023

 -

 -

 -

)

)

 Balance,
 December 31, 2023

 9,714,613

 $

 9,715

 $

 36,439,739

 $

 ( 9,769,723

)

 $

 26,679,731

 Balance

 9,714,613

 $

 9,715

 $

 36,439,739

 $

 ( 9,769,723

)

 $

 26,679,731

 See
accompanying notes to the consolidated financial statements

 F- 4

 Consolidated
Statements of Cash Flows

 For
The Years Ended December 31, 2023 and 2022

 31,

 31,

 2023

 2022

 Cash Flows from Operating Activities:

 Net
 loss

 $
)

 $
)

 Adjustments
 to reconcile net loss to net cash used in operating activities:

 Depreciation
 and amortization

 531,160

 412,006

 Amortization
 of prepaid consulting

 -

 42,756

 lease costs

 545,065

 545,249

 Stock
 based compensation

 389,658

 399,126

 Loss on
 disposal of property and equipment

 16,403

 1,606

 Inventory
 reserve

 18,000

 -

 Change
 in fair value of marketable securities

 -

 ( 2,278
)

 Gain on
 termination of right-of-use operating lease

 ( 8,461
)

 -

 Loss on
 contingent revenue earnout adjustment

 -

 815,788

 Deferred tax liability

 -

 Impairment of goodwill

 -

 120,136

 Changes
 in Operating Assets and Liabilities:

 receivable

 ( 740,941
)

 ( 141,891
)

 Other
 receivable

 -

 201,215

 Inventories

 76,543

 ( 2,439,310
)

 Prepaid
 expenses

 ( 1,147,700
)

 ( 78,007
)

 Security
 deposits

 21,704

 9,219

 payable and accrued expenses

 ( 14,187
)

 ( 2,145,968
)

 lease obligations

 ( 196,609
)

 ( 444,725
)

 Customer
 deposits

 ( 520,086
)

 ( 43,061
)

 Net cash
 used in operating activities

 ( 3,470,890
)

 ( 3,425,246
)

 Cash Flows
 from Investing Activities:

 Purchase
 of property and equipment

 ( 973,349
)

 ( 735,761
)

 Net investment
 in marketable securities

 247,450

 ( 245,172
)

 Purchase
 of cost method investment

 -

 ( 98,250
)

 Net cash
 used in investing activities

 ( 725,899
)

 ( 1,079,183
)

 Cash Flows
 from Financing Activities:

 Repayment on financing lease
 liabilities

 ( 153,114
)

 ( 45,195
)

 Proceeds from notes payable

 -

 441,139

 Repayment of notes payable

 ( 33,480
)

 ( 620,167
)

 Payment of revenue earnout

 ( 2,180,826
)

 -

 Net cash used in financing
 activities

 ( 2,367,420
)

 ( 224,223
)

 Net change in cash and cash
 equivalents

 ( 6,564,209
)

 ( 4,728,652
)

 Cash
 and Cash Equivalents, Beginning of the Period

 13,290,222

 18,018,874

 Cash
 and Cash Equivalents, End of the Period

 $
 6,726,013

 $
 13,290,222

 Supplemental
 disclosures:

 Cash
 paid for interest expense

 $
 27,259

 $
 42,450

 Cash
 paid for income taxes

 $
 10,200

 $
 4,293

 Non-Cash
 Investing and Financing Activities:

 Stock issued on vesting of RSUs

 $

 $

 Gain
 on termination of right-of-use operating lease

 $
 8,461

 $
 -

 Loss
 on disposal of fixed assets

 $
 16,403

 $
 1,606

 Equipment
 received for prepaid assets

 $
 -

 $
 50,644

 Financed
 purchases of property and equipment

 $
 -

 $
 145,630

 lease right of use asset and liability initial investment

 $
 20,880

 $
 3,626,985

 See
accompanying notes to the consolidated financial statements

 F- 5

 Notes

 For

 (1)
 Organization and Business Description

Group, Inc. ("AmpliTech" or the "Company") was incorporated under the laws of the State of Nevada on December
30, 2010. On August 13, 2012, the Company acquired AmpliTech, Inc., by issuing 833,750 shares of the Company's common stock to
the shareholders of AmpliTech, Inc. in exchange for 100 % of the outstanding shares of AmpliTech Inc. (the "Share Exchange").
After the Share Exchange, the selling shareholders owned 60,000 shares of the outstanding 889,250 shares of Company common stock, resulting
in a change in control. Accordingly, the transaction was accounted for as a reverse acquisition in which AmpliTech, Inc. was deemed to
be the accounting acquirer, and the operations of the Company were consolidated for accounting purposes. The capital balances have been
retroactively adjusted to reflect the reverse acquisition.

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

 On
September 12, 2019, AmpliTech Group, Inc. acquired the assets of Specialty Microwave Corporation ("Specialty"), a privately
held company based in Ronkonkoma, NY. The purchase included all inventory, orders, customers, property and equipment, and all intellectual
property. The assets also included all eight team members of Specialty.

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

 On
February 17, 2021, AmpliTech Group, Inc., common stock and warrants under the symbols "AMPG" and "AMPGW", respectively,
commenced trading on NASDAQ. A reverse split of the outstanding common stock at a 1-for-20 ratio became effective February 17, 2021 as
of 12:01 a.m., Eastern Time. In connection with the public offering, 1,371,428 units at an offering price of $ 7.00 per unit were sold.
Each unit issued in the offering consisted of one share of common stock and one warrant.

 In
2021, the Company opened AGMDC, a monolithic microwave integrated circuits ("MMIC") chip design center in Texas and has started
to implement several of its proprietary amplifier designs into MMIC components. MMICs are semiconductor chips used in high-frequency
communications applications. MMICs are widely desired for power amplification solutions to service emerging technologies, such as phased
array antennas and quantum computing. MMICs carry a smaller footprint enabling them to be incorporated into a broader array of systems
while reducing costs. AGMDC designs, develops and manufactures state-of-the-art signal processing components for satellite and 5G communications
networks, defense, space and other commercial

 F- 6

 Notes

 For

 applications,
allowing the Company to market its products to a wider base of customers requiring high technology in smaller packages.

 On
November 19, 2021, AmpliTech Group, Inc. entered into an Asset Purchase Agreement (the "Purchase Agreement") with Spectrum
Semiconductor Materials Inc. (the "Seller" or "SSM"), pursuant to which AmpliTech would acquire substantially
all the assets of the Company (the "Acquisition"). The Acquisition was completed on December 15, 2021.

 Spectrum
Semiconductor Materials ("SSM"), located in Silicon Valley (San Jose, CA), is a global authorized distributor of integrated
circuit ("IC") packaging and lids for semiconductor device assembly, prototyping, testing, and production requirements.

 In
August 2022, AmpliTech Group's True G Speed Services (AGTGSS) division was founded to serve and provide complete system integration
and ORAN compliant O-RU's (Radio Units) for telcos, enabling the industry to access 'True 5G Speeds'. AGTGSS provides
Managed Services, Cyber Security, Cloud Services, Data Sciences and Telco Cloud Services. AGTGSS will also be providing full installation
of Private 5G Networks (P5G) which includes the deployment of AmpliTech Group developed radio units. AGTGSS will implement AmpliTech's
low noise amplifier devices in these systems to promote greater coverage, longer range and faster speeds.

 (2)
 Summary of Significant Accounting Policies

 Basis
of Accounting

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

 Principles
of Consolidation

 The
accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and
transactions have been eliminated in consolidation.

 Use
of Estimates

 The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results could
differ from those estimates.

 F- 7

 Notes

 For

 Reclassifications

 Certain
reclassifications have been made to the prior years' financial statements to conform to the current year's presentation. These reclassifications
have no effect on previously reported results of operations.

 Cash
and Cash Equivalents

 The
Company considers deposits that can be redeemed on demand and investments and marketable securities that have original maturities of
less than three months, when purchased, to be cash equivalents. As of December 31, 2023, the Company's cash and cash equivalents
were deposited in five financial institutions.

 The
Company's policy is to place its cash and cash equivalents with high-quality, major financial and investment institutions in order to
limit the amount of credit exposure. Accounts at each financial institution are insured by the Federal Deposit Insurance Corporation
("FDIC") up to $ 250,000. Additionally, cash and cash equivalents maintained with investment institutions are insured by the
Securities Investor Protection Corporation ("SIPC") up to $ 500,000, which includes a $ 250,000 limit for cash. In addition,
the investment institution provides additional "excess of SIPC" coverage, which insures up to $ 600 million. The Company has
not experienced any losses to date resulting from this policy. At December 31, 2023 and 2022, the Company had $ 3,170,500 and $ 12,040,022
in excess of FDIC, SIPC, and excess SIPC insured limits, respectively. The Company has not experienced any losses in such accounts.

Receivable

receivable consist of trade receivables arising from credit sales to customers in the normal course of business. These receivables are
recorded at the time of sale, net of an allowance for current expected credit losses. In accordance with ASC Topic 326, " Financial
Instruments – Credit Losses," the Company estimates expected credit losses based on historical bad debt experience, the
aging of accounts receivable, the current creditworthiness of our customers, prevailing economic conditions, and reasonable and supportable
forward-looking information.

 An
allowance of $ 0 has been recorded at December 31, 2023 and 2022, respectively.

 Marketable

 The
Company's investments in marketable securities are classified based on the nature of the securities and their availability for
use in current operations. The Company's marketable securities are stated at fair value with all realized and unrealized gains
and losses on investments in marketable equity securities recognized in other income, net. The realized and unrealized gains and losses
on marketable securities are determined using specific identification method.

 Inventories

 Inventories,
which consists primarily of raw materials, work in progress and finished goods, are stated at the lower of cost (first-in, first-out
basis) or market (net realizable value).

 Inventory
quantities and related values are analyzed at the end of each fiscal quarter to determine those items that are slow moving and
obsolete. An inventory reserve is recorded for those items determined to be slow moving with a corresponding charge to cost of goods sold. Inventory items that are determined obsolete are written off currently with a corresponding charge to cost
of goods sold.

 F- 8

 Notes

 For

 As
of December 31, 2023 and 2022, the reserve for inventory obsolescence was $ 1,146,000 and $ 1,128,000, respectively.

and Equipment

and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the related assets using the straight-line
method for financial statement purposes. Amortization of leasehold improvements is computed using the straight-line method over the shorter
of the remaining lease term or the estimated useful lives of the improvements.

and equipment are depreciated as follows:

 Schedule of property and equipment depreciated

 Useful
 Life

 Method

 Office
 equipment

 3 to 7
 years

 Machinery/shop
 equipment

 7 to 15
 years

 Computer
 equipment/software

 1 to 7
 years

 Vehicles

 5 years

 Leasehold
 improvements

 7 years

 Definite-lived
intangible assets including customer relationships and intellectual property are subject to amortization. Intangible assets are amortized
over their estimated useful life on a straight-line basis. Estimated useful lives are determined considering the period the assets are
expected to contribute to future cash flows. Indefinite-lived intangible assets are not subject to amortization.

assets are amortized as follows:

of Intangible Assets

 Useful
 Life

 Method

 Trade
 names

 Indefinite

 N/A

 Customer
 relationships

 to 20 years

 Intellectual
 property

 years

 Long-Lived

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

 The
recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted
future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future
cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the
asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount of
fair value less costs to sell and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use
is their respective fair values. During the years ended December 31, 2023 and 2022, there were no impairments of long-lived assets.

 F- 9

 Notes

 For

and Indefinite-Lived Intangible Assets

 We
follow the acquisition method of accounting to record the assets and liabilities of acquired businesses at their estimated fair value
at the date of acquisition. We initially record goodwill for the amount the consideration transferred exceeds the acquisition-date fair
value of net tangible and identifiable intangible assets acquired.

and intangible assets deemed to have indefinite lives are not amortized, but are tested for impairment annually on December 31, or more
frequently when events or circumstances indicate an impairment may have occurred. When assessing the recoverability of goodwill and indefinite-lived
intangible assets, the Company may first assess qualitative factors in determining whether it is more likely than not that the fair value
of a reporting unit, including goodwill, or an indefinite-lived intangible asset is less than its carrying amount. The qualitative assessment
is based on several factors, including the current operating environment, industry and market conditions, and overall financial performance.
The Company may elect to bypass this qualitative assessment for some or all of its reporting units or other indefinite-lived intangible
assets and perform a quantitative assessment, based on management's judgment.

 If
we quantitatively test goodwill and indefinite-lived intangible assets for possible impairment, we calculate the fair value for the reporting
unit and indefinite-lived assets and compare the amount to their carrying amount. If the fair value of a reporting unit and indefinite-lived
asset exceeds their carrying amount, the reporting unit and indefinite-lived assets are not considered impaired. If the carrying amount
of the reporting unit and indefinite-lived assets exceeds their fair value, the reporting unit and indefinite-lived assets are considered
to be impaired, and an impairment charge is recognized for the difference.

 We
estimate the fair value of our reporting units and indefinite-lived intangible assets based on the present value of estimated future
cash flows. Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate
the future cash flows used to measure fair value. Our estimates of future cash flows consider past performance, current and anticipated
market conditions and internal projections and operating plans. Additional assumptions include forecasted growth rates, estimated discount
rates, and estimated royalty rates for our indefinite-lived intangible assets.

 During
the years ended December 31, 2023 and 2022, we recorded goodwill impairments of $ 0 and $ 120,136, respectively. During the years ended
December 31, 2023 and 2022, there were no impairments of indefinite-lived intangible assets.

 F- 10

 Notes

 For

 Investment
Policy-Cost Method

 Investments
consist of non-controlling equity investments in privately held companies. The Company elected the measurement alternative for these
investments without readily determinable fair values and for which the Company does not control or have the ability to exercise considerable influence over operating and financial policies.

 These investments are accounted for under the cost method of accounting.
Under the cost method of accounting, the non-marketable equity securities are carried at cost less any impairment, adjusted for observable
price changes of similar investments of the same issuer. Fair value is not estimated for these investments if there are no identified
events or changes in circumstances that may influence the fair value of the investment. Under this method, the Company's share
of the earnings or losses of such investee companies is not included in the consolidated balance sheet or consolidated statements of
operations. The Company held $ 348,250 of investments without readily determinable fair values at December 31, 2023 and 2022, respectively.
(see Note 9). These investments are included in other assets on the consolidated balance sheets. There were no indicators of impairment
during the years ended December 31, 2023 and 2022.

 Leases

 We
lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related
asset and obligation at the present value of lease payments over the lease term. The Company has elected not to separate lease and non-lease
components for all property leases for the purpose of calculating ROU assets and lease liabilities. Many of our leases include rental
escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when appropriate.
When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not
provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments
based on information available at lease commencement. The incremental borrowing rate is the rate of interest that a lessee would have
to pay to borrow on a collateralized basis considering such factors as lease term and economic environment risks.

 F- 11

 Notes

 For

Recognition

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

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

 Identify
the performance obligations in the contract. Our contracts with customers do not include multiple performance obligations to be completed
over a period.

 Our
performance obligations relate to delivering single-use products to a customer, subject to the shipping terms of the contract. Limited
warranties are provided, under which we typically accept returns and provide either replacement parts or refunds.

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

 Determine
the transaction price. Payment by the customer is due under customary fixed payment terms, and we evaluate if collectability is reasonably
assured. None of our contracts as of December 31, 2023 contained a significant financing component. Revenue is recorded at the net sales
price, which includes estimates of variable consideration such as product returns, rebates, discounts, and other adjustments. The estimates
of variable consideration are based on historical payment experience, historical and projected sales data, and current contract terms.
Variable consideration is included in revenue only to the extent that it is probable that a significant reversal of the revenue recognized
will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Taxes collected from customers
relating to product sales and remitted to governmental authorities are excluded from revenues.

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

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

 F- 12

 Notes

 For

 Cost
of Sales

 We
include product costs such material, direct labor, overhead costs, production-related depreciation expense, outside labor and production
supplies in cost of sales.

 Shipping
and Handling

 Shipping
and handling charges are generally incurred at the customer's expense. However, when billed to our customers, shipping and handling
charges are included in net sales for the applicable period, and the corresponding shipping and handling expense is reported in cost
of sales.

and Development

and development expenditures are charged to operations as incurred. The major components of research and development costs include payroll,
consultants, outside service, and supplies.

and development costs for the years ended December 31, 2023 and 2022 were $ 2,341,845 and $ 1,024,127, respectively.

 Income
Taxes

 The
Company's deferred tax assets and liabilities for the expected future tax consequences of events 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 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, 2023 and 2022, the Company had no material unrecognized tax benefits.

 F- 13

 Notes

 For

 Earnings
Per Share

 Basic
earnings per share ("EPS") are determined by
dividing the net earnings by the weighted-average number of shares of common shares outstanding during the period. Diluted
EPS is determined by dividing net earnings by the weighted average number of common shares used in the basic EPS calculation plus the
number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding under the treasury
stock method. As of December 31, 2023 and 2022, there were 4,545,442 and 4,235,442, respectively, potentially dilutive shares that need
to be considered as common share equivalents. As a result of the net loss, the potentially dilutive shares that need to be considered
as common share equivalents, for the years ended December 31, 2023 and 2022, are anti-dilutive.

 Fair
Value Measurements

 The
fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities
are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the
quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on
the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined in the following three
categories:

 Level
1: Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date.

 Level
2: Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly
or indirectly.

 Level
3: Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management
judgment.

 Cash
and cash equivalents, receivables, inventories, prepaid expenses, accounts payable, accrued expenses, and customer deposits approximate
fair value, due to their short-term nature. The carrying value of notes payable and short and long-term debt also approximates fair value
since these instruments bear market rates of interest.

and liabilities that are measured at fair value on a nonrecurring basis relate primarily to long-lived assets, intangible assets, and
goodwill, which are remeasured when the derived fair value is below carrying value in the consolidated balance sheets.

 F- 14

 Notes

 For

 Stock-Based
Compensation

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

 Concentration
of Credit Risk

 Financial
instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents, marketable
securities and accounts receivable.

 The
Company places its cash and cash equivalents and marketable securities with high-quality, major financial and investment institutions
in order to limit the amount of credit exposure. For accounts receivable, the Company performs ongoing credit evaluations of its customers
and maintains allowances for potential credit losses.

 Sales
to the Company's largest customer represented approximately 8.45 % of total sales for the year ended December 31, 2023. As of December
31, 2022, there were two customers that each accounted for 25.98 % and 10.60 % of total revenue.

 As
of December 31, 2023 and 2022, there were two vendors that accounted for 33.14 % and 17.18 % and 44.15 % and 29.29 %, respectively, of total
component parts purchased.

 Recent
Accounting Pronouncements

 In
June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments. The amendments in this update, among other things, require the measurement of all expected credit losses for financial assets
held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions
and other organizations will now use forward-looking information to better inform their credit loss estimates. As a smaller reporting
company, the guidance was effective for our fiscal years beginning after December 15, 2022. The adoption of this guidance did not have
an impact on our consolidated financial statements.

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency
and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater disaggregation of information in
the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve
the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early
adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. We are currently evaluating
the impact this standard will have on our consolidated financial statement disclosures.

 In
November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires
a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim
periods all disclosures about reportable segment's profit or loss and assets that are currently required annually. ASU 2023-07
is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15,
2024, with early adoption permitted. These amendments
are to be applied retrospectively. We are currently evaluating the impact this standard will have on our consolidated financial statement
disclosures.

 F- 15

 Notes

 For

 In
August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial
Measurement, which requires a newly-formed joint venture to apply a new basis of accounting to its contributed net assets, resulting
in the joint venture initially measuring its contributed net assets at fair value on the formation date. ASU 2023-05 is effective for
all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. These amendments are to
be applied prospectively, with retrospective application permitted for joint ventures formed before the effective date. We are currently
evaluating the impact this standard will have on our consolidated financial statement disclosures.

 (3)
 Revenues

 The
following table presents sales disaggregated based on geographic regions and for the years ended:

of disaggregated revenue

 31, 2023

 31, 2022

 Inc. and Specialty Microwave

 Domestic sales

 $
 5,120,694

 $
 4,922,237

 International
 sales

 1,267,459

 947,515

 Total
 sales

 $
 6,388,153

 $
 5,869,752

 Spectrum

 Domestic sales

 $
 6,234,934

 $
 6,798,713

 International
 sales

 2,961,490

 6,726,027

 Total
 sales

 $
 9,196,424

 $
 13,524,740

 Total
sales for the year ended December 31, 2023 and 2022, were $ 15,584,577 and $ 19,394,492, respectively.

 (4)
 Segment Reporting

 ASC
280, "Segment Reporting", establishes standards for reporting information about operating segments on a basis consistent
with the Company's internal organizational structure as well as information about geographical areas, business segments and major
customers in financial statements for details on the Company's business segments. The Company has two reportable segments, the manufacturing and engineering segment, which is operated by AmpliTech
Inc. and Specialty Microwave: and the distribution segment, which is operated by Spectrum. The manufacturing and engineering segment assembles
microwave components, and the distribution segment is a global distributor of integrated circuits packages and lids. The Company provides
general corporate services to its segments; however, these services are not considered when making operating decisions and assessing segment
performance. These services are reported under "Corporate" below and include costs associated with executive management, financing
activities and public company compliance.

 F- 16

 Notes

 For

 The
following table presents summary information by segment for the year ended December 31, 2023:

of Segment Reporting

 Inc. and Specialty

 Spectrum

 Corporate

 Total

 $
 6,388,153

 $
 9,196,424

 -

 $
 15,584,577

 Cost
 of Goods Sold

 3,565,467

 4,743,482

 -

 8,308,949

 Net
 Income (Loss)

 ( 3,619,842
)

 2,060,234

 ( 905,831
)

)

 Total

 11,461,268

 16,540,789

 3,405,572

 31,407,629

 Depreciation
 and Amortization

 362,663

 168,497

 -

 531,160

 Interest
 Income, net

 26,901

 -

 ( 7,620
)

 19,281

 The
following table presents summary information by segment for the year December 31, 2022:

 Inc. and Specialty

 Spectrum

 Corporate

 Total

 $
 5,869,752

 $
 13,524,740

 -

 $
 19,394,492

 Cost
 of Goods Sold

 3,257,367

 7,212,261

 -

 10,469,628

 Net
 Income (Loss)

 ( 2,478,429
)

 2,878,476

 ( 1,077,154
)

)

 Total

 17,682,013

 16,979,383

 2,018,238

 36,679,634

 Depreciation
 and Amortization

 279,470

 132,536

 -

 412,006

 Interest
 Expense, net

 ( 159
)

 1,289

 11,883

 13,013

 F- 17

 Notes

 For

 (5)
 Marketable Securities

 The
following table is a summary of marketable securities at December 31, 2023:

 Schedule of Marketable Securities

 Adjusted

 Cost

 Gains

 Losses

 Fair

 Value

 Level 1 (1)

 Money Market Fund

 $
 12,079

 -

 -

 $
 12,079

 US Treasury Bills

 2,625,260

 1,697

 -

 2,626,957

 Total

 $
 2,637,339

 1,697

 -

 $
 2,639,036

 The
following table is a summary of marketable securities at December 31, 2022:

 Adjusted

 Cost

 Gains

 Losses

 Fair

 Value

 Level 1 (1)

 Money Market Fund

 $
 1,759,299

 -

 -

 $
 1,759,299

 US Treasury Bills

 245,172

 2,278

 -

 247,450

 Total

 $
 2,004,471

 2,278

 -

 $
 2,006,749

 Cash
and cash equivalents at December 31, 2023 and 2022 was $ 2,639,036 and $ 1,759,299, respectively.

 (1)

 Level 1 fair value estimates
 are based on quoted prices in active markets for identical assets or liabilities.

 When
evaluating an investment for impairment, the Company reviews factors including the length of time and extent to which fair value has
been below cost basis, the financial condition of the issuer, changes in market interest rates and whether it is more likely than not
the Company will be required to sell the investment before recovery of the investment's cost basis. As of December 31, 2023 and
2022, the Company does not consider any of its investments to be impaired.

 F- 18

 Notes

 For

 (6)
 Inventories

 The
inventory consists of the following at December 31, 2023 and 2022:

 Schedule of Inventory

 31,

 31,

 2023

 2022

 Raw
 Materials

 $
 959,645

 $
 872,184

 Work-in
 Progress

 51,140

 229,771

 Finished
 Goods

 6,672,793

 6,658,166

 Subtotal

 $
 7,683,578

 $
 7,760,121

 Less:
 Reserve for

 Obsolescence

 ( 1,146,000
)

 ( 1,128,000
)

 Less:
 Reserve for Obsolescence

 ( 1,146,000
)

 ( 1,128,000
)

 Total

 $
 6,537,578

 $
 6,632,121

 (7)
 Property and Equipment

and Equipment consisted of the following at December 31, 2023 and 2022:

 Schedule of Property and Equipment

 31,

 31,

 2023

 2022

 Lab
 Equipment

 $
 3,400,207

 $
 2,455,045

 Manufacturing
 Equipment

 129,745

 129,745

 Automobiles

 7,335

 7,335

 Computer
 Equipment and Software

 194,238

 210,240

 Leasehold
 Improvements

 84,172

 78,042

 Furniture
 and Fixtures

 170,643

 148,987

 Subtotal

 3,986,340

 3,029,394

 Less:
 Accumulated Depreciation

 ( 1,386,892
)

 ( 1,005,707
)

 Total

 $
 2,599,448

 $
 2,023,687

 Depreciation
expense for the years ended December 31, 2023 and 2022 was $ 381,185 and $ 262,032 respectively, of which $ 256,248 and $ 194,456, respectively
were included in cost of goods sold.

and equipment purchased in the amount of $ 234,036
under financing leases is included in the totals above. As of December 31, 2023 and 2022, the outstanding balance of the financing leases were $ 49,336 and $ 82,816, respectively.

 F- 19

 Notes

 For

 (8)
 Goodwill and Intangible Assets

is related to the acquisition of Specialty Microwave Corporation on September 12, 2019 and the acquisition of Spectrum Semiconductor
Materials Inc. on December 15, 2021. Goodwill is primarily related to expected improvements and technology performance and functionality,
as well as sales growth from future product and service offerings and new customers, together with certain intangible assets that do
not qualify for separate recognition. Goodwill is generally not amortizable for tax and financial statement purposes. As of December
31, 2022, goodwill related to the acquisition of Specialty was deemed impaired in the amount of $ 120,136. As of December 31, 2023 and
2022, goodwill was $ 4,696,883, respectively.

 Other
Intangible Assets

assets with an estimated useful life of fifteen and twenty years consisted of the following at December 31, 2023:

 Schedule of Intangible Assets

 Gross Carrying

 Accumulated

 Amount

 Amortization

 Net

 Average Life

 Trade name

 $
 584,517

 $
 -

 $
 584,517

 Indefinite

 Customer relationships

 2,591,491

 336,330

 2,255,161

 16.81

 Intellectual Property

 202,771

 58,316

 144,455

 10.71

 Total

 $
 3,378,779

 $
 394,646

 $
 2,984,133

 Amortization
expense for the years ended December 31, 2023 and 2022 was $ 149,975 and $ 149,974, respectively.

 Annual
amortization of intangible assets are as follows:

 Schedule of Amortization of Assets

 2023

 2024

 2025

 2026

 2027

 Thereafter

 1,649,736

 Total

 $
 2,399,616

 F- 20

 Notes

 For

 (9)
 Cost Method Investment

 On
June 10, 2021, the Company entered into a membership interest purchase agreement with SN2N, LLC for an aggregate purchase price of $ 350,000,
to be paid in four tranches. Each tranche represents a 5% membership interest, and in aggregate a 20% membership interest. On June 15,
2022, an amendment to the membership interest purchase agreement was made to reflect a 19.9 % membership interest. In light of this amendment,
the Company overpaid $ 1,750 for the membership interest and was subsequently reimbursed. As of December 31, 2023 and 2022, the Company
has made an investment of $ 348,250 for a 19.9 % membership interest.

 (10)
 Leases

 The
following was included in our balance sheet as of December 31, 2023 and 2022:

 Schedule of Lease Assets and Liabilities

 December 31,

 2023

 December 31,

2022

 leases

 ROU operating
 lease assets

 $
 3,538,798

 $
 4,197,324

 Current portion of operating
 lease

 $
 541,324

 $
 586,379

 Operating lease, net of
 current portion

 $
 3,171,979

 $
 3,768,932

 Total operating lease liabilities

 $
 3,713,303

 $
 4,355,311

 Financing
 leases

 Property and equipment,
 gross

 $
 234,036

 $
 234,036

 Accumulated depreciation

 ( 151,919
)

 ( 113,621
)

 Property and equipment, net

 $
 82,117

 $
 120,415

 Current portion of financing
 lease

 $
 16,799

 $
 33,480

 Financing lease, net of current
 portion

 $
 32,537

 $
 49,336

 Total financing lease liabilities

 $
 49,336

 $
 82,816

 F- 21

 Notes

 For

 The
weighted average remaining lease term and weighted average discount rate at December 31, 2023 and 2022 were as follows:

 Schedule of Weighted Average Remaining Lease Term and Weighted Average Discount Rate

 average remaining lease term (years)

 31,
 2023

 31, 2022

 Operating leases

 9.36

 9.40

 Financing leases

 2.97

 2.80

 average discount rate

 Operating leases

 4.45
 %

 4.49
 %

 Financing leases

 4.72
 %

 4.70
 %

 Financing
Lease

 The
Company entered into several 60-month lease agreements to finance certain laboratory and office equipment. As such, the Company has accounted
for these transactions as a financing lease.

 The
following table reconciles future minimum financing lease payments to the discounted lease liability as of December 31, 2023:

 Schedule Of Future Minimum Lease Payments For Finance Lease

 2024

 18,751

 2025

 18,186

 2026

 11,976

 2027

 3,992

 Total lease payments

 52,905

 Less
 imputed interest

 ( 3,569
)

 Total lease obligations

 49,336

 Less
 current obligations

 ( 16,799
)

 Long-term lease obligations

 $
 32,537

 F- 22

 Notes

 For

Leases

 On
December 4, 2015, the Company entered into a new operating lease agreement to rent office space in Bohemia, NY. This five-year agreement
commenced February 1, 2016 with an annual rent of $ 50,000 and 3.75 % increases in each successive lease year. On January 13, 2021, a lease
rider was annexed to the original lease whereby the lease term will be extended on a month-by-month basis, commencing on February 1,
2021. The lease was terminated in April 2022.

 On
September 12, 2019, the Company entered into a new operating lease agreement to rent office space in Ronkonkoma, NY. This five- year
agreement commenced on September 12, 2019 with an annual rent of $ 90,000 and 3 % increase in each successive lease year beginning in 2021.
 The Company has an option to buy the property during the first two years of the lease for $1,200,000 and then at fair market value for
the remainder of the lease term. This option has expired and was not exercised as of December 31, 2022. On April 13, 2023, this lease
was terminated subject to the terms of a Surrender Agreement between the Company and landlord. As a result, a gain on termination of
right-of-use operating lease was recognized of $ 8,461.

 On
November 27, 2019, the Company entered a 39-month agreement to lease an automobile with a monthly payment of $ 420. This lease was paid
in full as of March 31, 2023.

 On
December 15, 2021, the Company assumed the SSM lease agreement for office and warehouse space in San Jose, CA, with the same terms and
conditions. Effective February 1, 2020, the lease term will expire on January 31, 2025 with a base rent of $ 24,234 for the first 12 months
and increase by approximately 3 % every year.

 On
October 15, 2021, the Company entered a new lease for a 20,000 square foot facility at 155 Plant Avenue, Hauppauge, New York, for a term
of seven years and two months. The yearly base rent of $ 346,242 shall increase at a rate of 2.75 % per year to begin on the first anniversary
lease commencement date and each year thereafter. The first two months of basic rent shall be abated following the commencement lease
date. In the event the landlord decides to sell the property, the Company shall have the right of first offer to purchase subject property.
Upon lease execution, the Company paid two months of base rent as a security deposit and one month's rent totaling $ 86,560. The
Company moved into the new manufacturing and headquarters facility April 1, 2022.

 On
August 9, 2023, the Company entered a 39-month agreement for $ 20,880 to lease an automobile with a monthly payment of $ 605.

 F- 23

 Notes

 For

 The
following table reconciles future minimum operating lease payments to the discounted lease liability as of December 31, 2023:

 Schedule of Future Minimum Operating Lease Payments

 2024

 696,362

 2025

 407,580

 2026

 389,397

 2027

 393,899

 2028

 404,721

 Thereafter

 2,313,460

 Total
 lease payments

 4,605,419

 Less
 imputed interest

 ( 892,116
)

 Total
 lease obligations

 3,713,303

 Less
 current obligations

 ( 541,324
)

 Long-term
 lease obligations

 $
 3,171,979

 (11)
 Notes Payable

 Promissory
Note:

 On
September 12, 2019, AmpliTech Group, Inc. acquired Specialty, a privately held company based in Ronkonkoma, NY. The purchase included
all inventory, orders, customers, property and equipment, and all intellectual property. The assets also included all eight team members
of Specialty. The total consideration paid was $ 1,143,633, consisting of $ 668,633 in cash and a $ 475,000 promissory note with an interest
rate of 6 %. Beginning November 1, 2019, payment of principal and interest shall be due payable in fifty-nine (59) monthly payments of
$9,213 with a final payment due October 1, 2024 of $9,203. As of December 31, 2023 and 2022, the balance of this promissory note was
$ 80,841 and $ 183,014, respectively. Principal payments of $ 102,171 and $ 96,105 along with interest expense of $ 8,391 and $ 14,460 was
paid during the years ended December 31, 2023 and 2022, respectively.

 Loan
Payable:

 On
September 12, 2019, the Company was approved for a $ 250,000 equipment leasing facility which was subsequently increased to $ 500,000.
The Company has borrowed against the leasing facility as follows:

 On December 20, 2019, the
 Company borrowed $ 58,192 to be paid over a three-year term with monthly payments of $ 1,736 at an interest rate of 5.26 %. The balance
 as of December 31, 2023 and 2022 was $ 0, respectively. Principal payments of $ 0 and $ 18,630 were made for the years ended December
 31, 2023 and 2022, respectively. Total interest expense paid for the years ended December 31, 2023 and 2022 was $ 0 and $ 466, respectively.

 F- 24

 Notes

 For

 On May 14, 2020, the Company
 borrowed $ 27,494 to be paid over a three-year term with monthly payments of $ 815 at an interest rate of 4.27 %. The balance as of December
 31, 2023 and 2022 was $ 0 and $ 3,230, respectively. Principal payments of $ 3,230 and $ 9,402, were made for the years ended December
 31, 2023 and 2022, respectively. Total interest expense paid for the years ended December 31, 2023 and 2022 was $ 30 and $ 378, respectively.
 This loan was paid in full in April 2023.

 On June 10, 2020, the Company
 borrowed $ 41,015 to be paid over a three-year term with monthly payments of $ 1,216 at an interest rate of 4.28 %. The balance as of
 December 31, 2023 and 2022 was $ 0 and $ 6,012, respectively. Principal payments of $ 6,012 and $ 13,975 were made for the years ended
 December 31, 2023 and 2022, respectively. Total interest expense paid for the years ended December 31, 2023 and 2022 was $ 68 and $ 617,
 respectively. This loan was paid in full in May 2023.

 On May 6, 2022, the Company
 borrowed $ 441,139 to be paid over a three-year term with monthly payments of $ 13,341 at an interest rate of 5.6 %. On June 15, 2022,
 this equipment order was cancelled resulting in a full refund of $ 441,139 less interest paid of $ 6,317. The loan was repaid in August
 2022.

 As
of March 14, 2023, the Company closed the equipment line of credit of $ 500,000, which had $ 0 balance. All UCC filings on the Company
assets have been released as well as the President's personal guarantee.

 In
January 2022, the Company purchased machinery for $ 91,795, applying a deposit of $ 9,180 and financing the balance of $ 82,616 over 24
payments at an interest rate of 1.90 %. The balance as of December 31, 2023 and 2022 was $ 0 and $ 41,700, respectively. Principal payments
of $ 41,700 and 40,916 and interest expense of $ 430 and $ 1,215 was paid for the years ended December 31, 2023 and 2022, respectively.

 Future
principal payments over the term of the loans as of December 31, 2023 are as follows:

of Future Principal and Interest Payments

 Payments

 2024

 $
 80,841

 Total
 remaining payments

 $
 80,841

 (12)
 Income Taxes

 As
of December 31, 2023 and 2022, the Company had net operating loss carry forwards of $ 7,010,000 and $ 6,700,000, respectively, that may
be available to reduce future years' taxable income indefinitely. Future tax benefits which may arise as a result of these losses
have not been recognized in these consolidated financial statements, as their realization is determined not likely to occur. Accordingly,
the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. For the years ending
December 31, 2023 and 2022, the Company reflects a deferred tax liability in the amount of $ 24,000 and $ 0, respectively, due to the future
tax liability from an asset with an indefinite life known as a "naked credit." The future tax liability from this indefinite
lived asset can be offset by up to 80% of net operating loss carryforwards created after 2017. The remaining portion of the future tax
liability from indefinite lived assets cannot be used to offset definite lived deferred tax assets.

 The
components for the provision of income taxes include the following:

 Schedule of
Components for the Provision of Income Taxes

 December 31, 2023

 December 31, 2022

 Current federal and state

 $
 -

 $
 -

 Deferred federal and state

 -

 Total provision for income taxes

 $

 $
 -

 A
reconciliation of the statutory US federal income tax rate to the Company's effective income tax rate is as follows:

 Schedule of Effective Income Tax Rate

 December 31, 2023

 December 31, 2022

 Federal tax

 21.0
 %

 21.0
 %

 State tax

 0.8
 %

 -
 %

 Permanent items

 ( 0.4
)%

 ( 1.2
)%

 Change in rate

 2.5
 %

 -
 %

 Valuation Allowance

 ( 24.9
)%

 ( 19.8
)%

 Effective income tax rate

 ( 1.0
)%

 -
 %

 F- 25

 Notes

 For

 Deferred
income taxes reflect the net tax effect of temporary differences between amounts recorded for financial reporting purposes and amounts
used for tax purposes. The Company has a net cumulative current deferred tax asset of $ 0 and a net cumulative long-term deferred tax
liability of $ 24,000. The major components of deferred tax assets and liabilities are as follows:

of Components of Deferred Tax Assets and Liabilities

 December 31, 2023

 December 31, 2022

 Deferred tax assets

 Inventory obsolescence

 $
 250,000

 $
 248,000

 Allowance for bad debt

 -

 19,000

 ROU Assets

 31,000

 -

 Stock-based compensation

 27,000

 -

 Research and development

 426,000

 -

 Loss carryforward

 1,723,000

 1,198,000

 Valuation Allowance

 ( 2,150,000
)

 ( 1,323,000
)

 Total deferred tax assets

 $
 307,000

 $
 142,000

 Deferred tax liabilities

 Fixed assets

 $
 ( 149,000
)

 $
 ( 123,000
)

 Cost method investment

 ( 28,000
)

 -

 Intangible assets

 ( 154,000
)

 ( 19,000
)

 Total deferred tax liabilities

 $
 ( 331,000
)

 $
 ( 142,000
)

 Total net deferred income tax liabilities

 $
 ( 24,000
)

 $
 -

 F- 26

 Notes

 For

 (13)
 Stockholders' Equity

 The
total number of shares of stock this Corporation is authorized to issue shall be five hundred one million ( 501,000,000) shares, par value
$ 0.001 per share. Our authorized capital stock consists of 500,000,000 shares of common stock and 1,000,000 shares of blank check preferred
stock.

 Preferred
Stock

 On
July 10, 2013, the Board of Directors of the Company approved a certificate of amendment to the articles of incorporation and changed
the authorized capital stock of the Company to include and authorize 500,000 shares of Preferred Stock, par value $ 0.001 per share. On
October 7, 2020, the Board of Directors of the Company approved a certificate of amendment to the articles of incorporation and changed
the total number of authorized shares of Preferred Stock to 1,000,000 shares, $ 0.001 per share.

 On
October 7, 2020, our Board of Directors and our stockholders approved a resolution to amend and restate the certificate of designation
of preferences, rights and limitations of Series A Convertible Preferred Stock to restate that there are 401,000 shares of the Company's
blank check Preferred Stock designated as Series A Convertible Preferred Stock. The amended and restated certificate clarifies that the
Series A Convertible Preferred Stock convert at a rate of five shares of the Company's common stock for every share of Series A
Convertible Preferred Stock, and also restates that the Series A Convertible Preferred Stock shall be entitled to vote on all matters
submitted to shareholders of the Company for each share of Series A Convertible Preferred Stock owned on the record date for the determination
of shareholders entitled to vote on such matter or, if no such record date is established, on the date such vote is taken or any written
consent of shareholders is solicited. The number of votes entitled to be cast by the holders of the Series A Convertible Preferred Stock
equals that number of votes that, together with votes otherwise entitled to be cast by the holders of the Series A Convertible Preferred
Stock at a meeting, whether by virtue of stock ownership, proxies, voting trust agreements or otherwise, entitle the holders to exercise
51% of all votes entitled to be cast to approve any action which Nevada law provides may or must be approved by vote or consent of the
holders of common stock entitled to vote.

 F- 27

 Notes

 For

Stock:

 The
Company originally authorized 50,000,000 shares of common stock with a par value of $ 0.001. Effective May 20, 2014, the Company increased
its authorized shares of common stock from 50,000,000 to 500,000,000.

 On
February 17, 2021, AmpliTech Group Inc., common stock and warrants under the symbols "AMPG" and "AMPGW", respectively,
commenced trading on NASDAQ.

 On
August 18, 2023, the Company granted restricted stock awards under the Company's 2020 Plan to directors of the Company for an aggregate
of 45,000 shares of common stock ( 15,000 each) valued at $ 82,800. These restricted stock awards vested immediately.

 On
December 20, 2023, the Company granted 25,000
restricted stock units at an exercise price of $ 1.73 under the Company's 2020 Plan to a consultant. This restricted
stock award vested immediately and the stock compensation was recorded under research and development.

 On
May 20, 2022, 30,000 restricted stock units at an exercise price of $ 1.96 were issued to a board advisor. Vesting will occur in equal
quarterly installments of 2,500 shares beginning on May 20, 2022. As of December 30, 2023 and 2022, 10,000 and 7,500 shares of common
stock were issued, respectively.

 On
June 17, 2022, the Company granted restricted stock awards under the Company's 2020 Plan to directors of the Company for an aggregate
of 45,000 shares of common stock ( 15,000 each) valued at $ 88,650. These restricted stock awards vested immediately.

 F- 28

 Notes

 For

 2020
Equity Incentive Plan:

 In
October 2020, the Board of Directors and shareholders adopted the Company's 2020 Equity Incentive Plan (the "2020 Plan"),
effective as of December 14, 2020. Under the 2020 Plan, the Company reserved 1,250,000 shares of common stock to grant shares of the
Company's common stock to employees and individuals who perform services for the Company. The purpose of the 2020 Plan is to attract
and retain the best available personnel for positions of substantial responsibility, to provide incentives to individuals who perform
services for the Company, and to promote the success of the Company's business. The 2020 Plan permits the grant of Incentive Stock
Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance
Shares, and other stock or cash awards as the Board of Directors may determine.

 In 2023, the Board and the shareholders adopted the
Company's Amended and Restated 2020 Equity Incentive Plan (the "Amended and Restated Plan"), effective as of December
11, 2023. The Amended and Restated Plan is substantially similar to the 2020 Plan except that it increases the shares of our common stock
available for issuance thereunder to 2,250,000 shares of common stock.

 Stock
Options:

 On
February 27, 2023, the Company granted one employee ten-year stock options to purchase 2,000 shares of common stock according to the
Company's 2020 Plan. The stock options vest in equal quarterly installments over five years commencing on May 27, 2023, with an
exercise price of $ 2.59 per share. The Company has calculated these options estimated fair market value at $ 4,800 using the Black-Scholes
model, with the following assumptions: expected term of 7.46 years, stock price of $ 2.59, exercise price of $ 2.59, volatility of 126.8 %,
risk-free rate of 4.08 %, and no forfeiture rate.

 On
May 1, 2023, the Company granted one employee ten-year stock options to purchase 5,000 shares of common stock according to the Company's
2020 Plan. The stock options vest in equal quarterly installments over five years commencing on August 1, 2023, with an exercise price
of $ 3.19 per share. The Company has calculated these options estimated fair market value at $ 14,800 using the Black-Scholes model, with
the following assumptions: expected term of 7.51 years, stock price of $ 3.19, exercise price of $ 3.19, volatility of 126.0 %, risk-free
rate of 3.62 %, and no forfeiture rate.

 On
June 5, 2023, the Company granted one employee ten-year stock options to purchase 2,000 shares of common stock according to the Company's
2020 Plan. The stock options vest in equal quarterly installments over three years commencing on September 5, 2023, with an exercise
price of $ 2.40 per share. The Company has calculated these options estimated fair market value at $ 4,200 using the Black-Scholes model,
with the following assumptions: expected term of 5.50 years, stock price of $ 2.40, exercise price of $ 2.40, volatility of 127.3 %, risk-free
rate of 3.82 %, and no forfeiture rate.

 F- 29

 Notes

 For

 On
June 12, 2023, the Company granted one employee ten-year stock options to purchase 3,000 shares of common stock according to the Company's
2020 Plan. The stock options vest in equal quarterly installments over three years commencing on September 12, 2023, with an exercise
price of $ 2.49 per share. The Company has calculated these options estimated fair market value at $ 6,600 using the Black-Scholes model,
with the following assumptions: expected term of 5.50 years, stock price of $ 2.49, exercise price of $ 2.49, volatility of 127.0 %, risk-free
rate of 3.89 %, and no forfeiture rate.

 On
August 18, 2023, the Company granted one employee ten-year stock options to purchase 5,000 shares of common stock according to the Company's
2020 Plan. The stock options vest in equal quarterly installments over five years commencing on November 18, 2023, with an exercise price
of $ 1.84 per share. The Company has calculated these options estimated fair market value at $ 8,500 using the Black-Scholes model, with
the following assumptions: expected term of 7.51 years, stock price of $ 1.84, exercise price of $ 1.84, volatility of 122.5 %, risk-free
rate of 4.34 %, and no forfeiture rate.

 On
September 25, 2023, the Company granted one employee ten-year stock options to purchase 3,000 shares of common stock according to the
Company's 2020 Plan. The stock options vest in equal quarterly installments over five years commencing on December 25, 2023, with
an exercise price of $ 1.85 per share. The Company has calculated these options estimated fair market value at $ 5,100 using the Black-Scholes
model, with the following assumptions: expected term of 7.51 years, stock price of $ 1.85, exercise price of $ 1.85, volatility of 122.5 %,
risk-free rate of 4.61 %, and no forfeiture rate.

 On
October 2, 2023, the Company granted one employee ten-year stock options to purchase 5,000 shares of common stock according to the Company's
2020 Plan. The stock options vest in equal quarterly installments over five years commencing on January 2, 2024, with an exercise price
of $ 2.01 per share. The Company has calculated these options estimated fair market value at $ 9,300 using the Black-Scholes model, with
the following assumptions: expected term of 7.51 years, stock price of $ 1.85, exercise price of $ 2.01, volatility of 122.4 %, risk-free
rate of 4.73 %, and no forfeiture rate.

 On
December 20, 2023, the Company granted Mr. Maqbool ten-year stock options to purchase 100,000 shares of common stock according to the
Company's 2020 Plan. In addition, Ms. Sanfratello and Mr. Flores were each granted stock options to purchase 50,000 shares of common
stock. The stock options vest in quarterly installments over a 5-year period with an exercise price of $ 1.73 per share. The Company has
calculated these options estimated fair market value at $ 315,593 using the Black-Scholes model, with the following assumptions: expected
term of 7.36 years, stock price of $ 1.73, exercise price of $ 1.73, volatility of 120.7 %, risk-free rate of 3.88 %, and no forfeiture rate.

 F- 30

 Notes

 For

 On
December 20, 2023, the Company granted two employees and one consultant ten-year stock options to purchase 95,000 shares of common stock
according to the Company's 2020 Plan. The stock options vest in quarterly installments over a 5-year period with an exercise price
of $ 1.73 per share. The Company has calculated these options estimated fair market value at $ 149,907 using the Black-Scholes model, with
the following assumptions: expected term of 7.36 years, stock price of $ 1.73, exercise price of $ 1.73, volatility of 120.7 %, risk-free
rate of 3.88 %, and no forfeiture rate.

 On
May 20, 2022, the Company granted four employees five-year stock options to purchase shares of common stock (totaling 45,000) according
to the Company's 2020 Plan. The stock options vest in equal quarterly installments over five years commencing on the grant date,
with an exercise price of $ 1.96 per share. The Company also granted two employees five-year stock options to purchase shares of common
stock (totaling 2,000) according to the Company's 2020 Plan. The stock options vest one year from date of grant at an exercise
price of $ 1.96. In addition, the Company granted two advisors to the Board, ten-year stock options to purchase shares of common stock
(totaling 35,000) according to the Company's 2020 Plan. Twenty-five thousand ( 25,000) stock options vest immediately on date of
grant at an exercise price of $ 1.96, and the balance of ten thousand ( 10,000) stock options vest in equal quarterly installments over
one year commencing on the grant date. The Company has calculated these options estimated fair market value at $ 129,325 using
the Black-Scholes model, with the following assumptions: expected term ranging from 2.5 to 4.9 years, stock price $ 1.96, exercise price
$ 1.96, volatility ranging from 136.2 % to 141.3 %, risk-free rate ranging from 2.67 % to 2.80 %, and no forfeiture rate.

 On
June 14, 2022, the Company granted Mr. Maqbool five-year stock options to purchase 100,000 shares of common stock according to the Company's
2020 Plan. In addition, Ms. Sanfratello and Mr. Flores were each granted five-year stock options to purchase 50,000 shares of common
stock. The stock options vest in quarterly installments over a 5-year period with an exercise price of $ 1.72 per share. The Company has
calculated these options estimated fair market value at $ 304,148 using the Black-Scholes model, with the following assumptions: expected
term of 4.9 years, stock price of $ 1.72, exercise price of $ 1.72, volatility of 138.3 %, risk-free rate of 3.61 %, and no forfeiture rate.

 On
August 22, 2022, the Company granted Daniel Mazziota five-year stock options to purchase 25,000
shares of common stock according to the Company's 2020 Plan. The stock options vest in quarterly installments over a 5-year
period with an exercise price of $ 2.23
per share. The Company has calculated these options estimated fair market value at $ 47,787
using the Black-Scholes model, with the following assumptions: expected term of 4.5
years, stock price of $ 2.23,
exercise price of $ 2.23,
volatility of 134.5 %,
risk-free rate of 3.17 %,
and no forfeiture rate.

 On
December 19, 2022, the Company granted one employee ten-year stock options to purchase 3,000 shares of common stock according to the
Company's 2020 Plan. The stock options vest in equal quarterly installments over three years commencing on March 31, 2023 with
an exercise price of $ 1.97 per share. The Company has calculated these options estimated fair market value at $ 5,275 using the Black-Scholes
model, with the following assumptions: expected term of 5.5 years, stock price of $ 1.97, exercise price of $ 1.97, volatility of 132.2 %,
risk-free rate of 3.99 %, and no forfeiture rate.

 F- 31

 Notes

 For

 On
December 20, 2022, the Company granted Mr. Maqbool ten-year stock options to purchase 100,000
 shares of common stock according to the Company's
2020 Plan. In addition, Ms. Sanfratello and Mr. Flores were each granted stock options to purchase 50,000
 shares of common stock. The stock options vest
in quarterly installments over a 5-year period with an exercise price of $ 1.92
 per share. The Company has calculated these options
estimated fair market value at $ 357,425
 using the Black-Scholes model, with the following
assumptions: expected term of 7.5
 years, stock price of $ 1.92,
exercise price of $ 1.92,
volatility of 127.5 %,
risk-free rate of 3.79 %,
and no forfeiture rate.

 On
December 20, 2022, the Company granted Matthew Kappers, Andrew Lee and Daniel Mazziota ten-year stock options to purchase 5,000, 5,000
and 7,500 shares of common stock respectively according to the Company's 2020 Plan. The stock options vest in quarterly installments
over a 5-year period with an exercise price of $ 1.92 per share. The Company has calculated these options estimated fair market value
at $ 31,275 using the Black-Scholes model, with the following assumptions: expected term of 7.5 years, stock price of $ 1.92, exercise
price of $ 1.92, volatility of 127.5 %, risk-free rate of 3.79 %, and no forfeiture rate.

 On
December 20, 2022, the Company granted eleven employees and one Board Advisor ten-year stock options to purchase 85,500 shares of common
stock according to the Company's 2020 Plan. The stock options vest in quarterly installments over a 5-year period with an exercise
price of $ 1.92 per share. The Company has calculated these options estimated fair market value at $ 152,800 using the Black-Scholes model,
with the following assumptions: expected term of 7.5 years, stock price of $ 1.92, exercise price of $ 1.92, volatility of 127.5 %, risk-free
rate of 3.79 %, and no forfeiture rate

 Below
is a table summarizing the changes in stock options outstanding for the year ended December 31, 2023:

of Stock Options Outstanding

 of

 Average

 Options

 Exercise
 Price ($)

 at December 31, 2022

 916,000

 $
 2.49

 Granted

 320,000

 $
 1.78

 Exercised

 -

 -

 Expired

 -

 -

 1,236,000

 $
 2.30

 Exercisable

 483,344

 $
 2.95

 F- 32

 Notes

 For

 As
of December 31, 2023, all outstanding stock options were issued according to the Company's 2020 Plan, and there remains 869,000
shares of common stock available for future issuance under the 2020 Plan.

 Stock-based
compensation expense related to stock options of $ 248,996 and $ 244,631 was recorded for the years ended December 31, 2023 and 2022, respectively.
As of December 31, 2023, the remaining unrecognized compensation cost related to non-vested stock options is $ 1,255,294 and is expected
to be recognized over 4.76 years. The outstanding stock options have a weighted average remaining contractual life of 5.26 years and
a total intrinsic value of $ 76,540.

 Warrants:

 Effective
February 19, 2021, AmpliTech Group Inc., common stock and warrants under the symbols "AMPG" and "AMPGW," respectively,
commenced trading on NASDAQ. In connection with the public offering, 1,371,428 units sold at an offering price of $ 7.00 per unit. Each
unit issued in the offering consisted of one share of common stock and one warrant. Maxim Group LLC acted as sole book-running manager
for the offering. The warrants expire ten years from the date of issuance.

 Maxim
Group LLC acted as sole book-running manager for the offering and partially exercised its overallotment option to purchase 205,714 warrants
at the public offering price. The warrants expire ten years from the date of issuance.

 Effective
April 16, 2021, the Company entered into definitive agreements with certain institutional investors to sell 2,715,000 shares of common
stock in a registered direct offering priced at the market under NASDAQ rules. Concurrently, the Company agreed to issue to the investors,
in a private placement, warrants to purchase an aggregate of 1,900,500 shares of common stock at an exercise price of $ 8.48 per share
with a five-year term.

 On
July 20, 2021, in connection with a product development agreement with an unrelated party, the Company issued warrants to purchase 30,000
shares of common stock. The warrants vest in one year from issuance, with an exercise price of $ 5.00 per share. The Company has calculated
these warrants estimated fair market value at $ 88,803 using the Black-Scholes model, with the following assumptions: expected term 3.0
years, stock price $ 3.80, exercise price $ 5.00, volatility 149.8 %, risk-free rate 0.37 %, and no forfeiture rate.

 F- 33

 Notes

 For

 Below
is a table summarizing the changes in warrants outstanding for the year ended December 31, 2023:

 Schedule of Warrants Outstanding

 of

 Average

 Warrants

 Exercise
 Price ($)

 at December 31, 2022

 3,296,942

 $
 7.83

 Granted

 -

 -

 Exercised

 -

 -

 Expired

 -

 -

 3,296,942

 $
 7.83

 Exercisable

 3,296,942

 $
 7.83

 Stock-based
compensation expense related to warrants of $ 0 and $ 48,902 was recorded for the years ended December 31, 2023 and 2022, respectively.
As of December 31, 2023, the remaining unrecognized compensation cost related to non-vested warrants is $ 0. The outstanding warrants
have a weighted average remaining contractual life of 2.23 years and a total intrinsic value of $ 0.

 Restricted
Stock Units:

 On
August 18, 2023, the Company granted restricted stock awards under the Company's 2020 Plan to directors of the Company for an aggregate
of 45,000 shares of common stock ( 15,000 each) valued at $ 82,800. These restricted stock awards vested immediately.

 On
December 20, 2023, 25,000 restricted stock units at an exercise price of $ 1.73 were issued to a consultant. This restricted stock award
vested immediately.

 On
May 20, 2022, 30,000 restricted
stock units at an exercise price of $ 1.96 were
issued to a board advisor. Vesting will occur in equal quarterly installments of 2,500 shares
beginning on May 20, 2022. As of December 31, 2023 and 2022, 10,000 and 7,500 shares
of common stock were issued, respectively.

 On
June 17, 2022, the Company granted restricted stock awards under the Company's 2020 Plan to directors of the Company for an aggregate
of 45,000 shares of common stock ( 15,000 each) valued at $ 88,650. These restricted stock awards vested immediately.

 F- 34

 Notes

 For

 Below
is a table summarizing the changes in restricted stock units outstanding for the year ended December 31, 2023:

 Schedule of Changes in Restricted Stock Units Outstanding

 of

 Average

 RSU's

 Exercise
 Price ($)

 at December 31, 2022

 22,500

 1.96

 Granted

 70,000

 $
 1.80

 Exercised

 ( 80,000
)

 $
 1.82

 Expired

 -

 -

 12,500

 $
 1.96

 Exercisable

 -

 -

 Stock-based
compensation expense related to restricted stock units of $ 140,662 and $ 105,593 was recorded for the years ended December 31, 2023 and
2022, respectively. As of December 31, 2023, the remaining unrecognized compensation cost related to non-vested restricted stock units
is $ 27,245. The outstanding restricted stock units have a weighted average remaining contractual life of 1.14 years and a total intrinsic
value of $ 0.

 F- 35

 Notes

 For

 (14)
 Commitments and Contingencies

 On
November 19, 2021, AmpliTech Group, Inc. entered into an Asset Purchase Agreement (the "Purchase Agreement") with Spectrum
Semiconductor Materials Inc. (the "Seller" or "SSM"), pursuant to which AmpliTech would acquire substantially
all of the assets of the Company (the "Acquisition"). The Acquisition was completed on December 15, 2021.

 The
purchase agreement contained a revenue earnout adjustment. Within forty (40) days after December 31, 2022, AmpliTech prepared and delivered
to Seller a statement setting forth its calculation of Two Years Net Revenues of the business, or the "Revenue Statement".
 The revenue earnout adjustment was determined to be an amount equal to 25% of two years' net revenues minus $20,000,000. If the
revenue adjustment is a positive number, Buyer shall pay to Seller an amount equal to the revenue adjustment. If the revenue adjustment
is a negative number, Seller shall pay to Buyer and amount equal to the revenue adjustment. As of December 31, 2022, the fair value of
the revenue adjustment was determined to be $ 2,180,826, an increase of $ 815,788 as previously recorded as of December 31, 2021. This
amount was owed to Seller and was recorded as a contingent liability as of December 31, 2022, and subsequently paid on March 20, 2023.

 (15)
 Subsequent events

 On
January 15, 2024, the Company entered a triple net lease agreement for a 1,900 square foot facility in Allen, Texas for a term of five
years and one month. The yearly base rent of $ 53,675 shall increase at a rate of 2.5 % per year to begin on the first anniversary lease
commencement date and each year thereafter. The first month's rent shall be abated following the commencement lease date. Upon
lease execution, the Company paid two months of rent as a security deposit and one month's rent totaling $ 17,999. The Company expects
to be fully operational at the new MMIC division facility May 1, 2024.

 On
January 20,2024, the current Board of Directors renewed their directors' agreements and shall be issued 15,000 restricted stock
units (RSU's) pursuant to the Company's 2020 Equity Incentive Plan.

 On
March 20, 2024, the Company amended the employment agreement with Jorge Flores to extend its term to March 20, 2027. The amendment
was effective March 20, 2024.

 F- 36

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 Our
management, including our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls
and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act as of the end of the period covered by this report.
Our management does not expect that our disclosure controls and procedures will prevent all error and all fraud. In designing and evaluating
the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired control objectives.

 Based
on the evaluation as of December 31, 2023, for the reasons set forth below, our chief executive officer and chief financial officer concluded
that our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose
in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief
executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 Management's
Annual Report on Internal Control Over Financial Reporting.

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system
was designed to, in general, provide reasonable assurance to our management and the Board of Directors regarding the preparation and
fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements.

 The
framework used by management in making that assessment was the criteria set forth in the document entitled "Internal Control –
Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013). Based on that
re-evaluation due to material weakness identified below, our management, including our chief executive officer and chief financial officer,
concluded that our disclosure controls and procedures were not effective as of December 31, 2023 to ensure that information required
to be disclosed in our Exchange Act reports was (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated
and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely
decisions regarding required disclosure, because of material weaknesses in our internal controls over financial reporting. We have identified
the following material weaknesses.

 1.
As of December 31, 2023, our management has identified material weaknesses in our internal control over financial reporting related to
lack of segregation of duties resulting from our limited personnel and has concluded that, due to such material weakness, our disclosure
controls and procedures were not effective.

 2.
As of December 31, 2023, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not
designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management
has determined that this control deficiency constitutes a material weakness.

 Because
of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting
as of December 31, 2023 based on the criteria established in "INTERNAL CONTROL-INTEGRATED FRAMEWORK" issued by the COSO.

 A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented
or detected on a timely basis.

 The
Company is taking steps to remediate the material weakness listed above by implementing the following:

 Developing
 written policies and procedures for accounting processes.

 Monitoring
 written policies and procedures to ensure effectiveness.

 Hiring
 and training additional personnel with the intent to provide segregation of duties and eliminate excessive amount of control over
 a process.

 Requiring
 dual authorization on all ACH payments and bank wires.

 Requiring
 management to review and approve all expenses.

 Changes
in Internal Control over Financial Reporting

 There
were no changes that have affected, or are reasonably likely to materially affect, our internal control over financial reporting (as
defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the period covered by this report.

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Our
executive officers and directors are as follows:

 Name

 Age

 Position

 Chairman, President, Chief Executive Officer, Treasurer, Director

 Louisa Sanfratello

 Chief Financial Officer and Secretary, Director

 Jorge Flores (1)

 Chief Operating Officer

 Matthew Kappers

 Andrew Lee

 Daniel Mazziota

 (1)

 Promoted
 February 21, 2022.

 A
brief description of the background and business experience of our executive officer and directors for the past five years is as follows:

 Fawad
Maqbool, age 63, has served as the Company's President, Chief Executive Officer and Chairman of the Board of Directors since
founding AmpliTech, Inc. in 2002. 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 a bachelor's degree in electrical engineering (major in microwaves and RF) and biomedical engineering from the City College
of New York. He subsequently earned a master's degree in electrical engineering (major in microwaves and RF) from Polytechnic University,
now the New York University Tandon School of Engineering. Through his prior service, Mr. Maqbool possesses the knowledge and experience
in microwaves and RF electrical engineering that aids him in efficiently and effectively identifying and executing the Company's
strategic priorities. As our Chief Executive Officer, Chairman and founder, Mr. Maqbool brings to the Board of Directors extensive knowledge
of the Company's products, structure, history, and culture as well as years of expertise in the industry.

 Louisa
Sanfratello, CPA, age 58, has been an accountant, servicing numerous clients in various industries since 1987. Her professional career
began with the public accounting firm of Holtz Rubenstein & Co, where she gathered audit experience for several years and moved on
to more challenging positions in both the public and private sector. She served as a Controller for The New Interdisciplinary School
for over 10 years. Her responsibilities included overseeing the accounting department in addition to working directly with the NYS Department
of Education. Ms. Sanfratello was also employed by the Make A Wish Foundation of Suffolk County as chief accountant working directly
with the President and CFO. She joined AmpliTech, Inc. in 2012 as Chief Financial Officer, where she manages the company's finances
and SEC filings. Her responsibilities also include assisting the CEO in developing new business, maintaining operating budgets and ensuring
adequate cash flow. Ms. Sanfratello was appointed to the Board of Directors for her extensive knowledge of the Company's products
and her financial and accounting expertise.

 Jorge
Flores, age 56, joined AmpliTech at the end of March in 2021 as Executive Director of Operations, bringing with him over 30 years
of combined operations and program management experience. Prior to joining AmpliTech's executive leadership team, Mr. Flores
 served in various roles at Comtech Telecommunications (Nasdaq: CMTL), a corporation with over 2,000 employees and revenues of over
$600M. Most recently, Mr. Flores served as Comtech's Director of Program Management from August 2014 to May 2021. Mr.
Flores holds an MBA with concentration in Operations Management and Leadership from Dowling College, NY and a BS in Business Administration,
Major in Operations Management from NYIT. Mr. Flores was promoted to Chief Operating Officer in 2022. As COO, Mr. Flores leads critical
initiatives to further streamline operations, drive growth, and take ownership of creating an enhanced experience for AmpliTech's
valued customers.

 Matthew
Kappers, age 59, has served as a director of the Company since January 2021. Mr. Kappers serves as the chairman of the Nominating
and Corporate Governance Committee. Mr. Kappers was recently appointed as the Chief Executive Officer and Director of the Cortec Group,
Inc. Since 2011, Mr. Kappers has been a Managing Director at Concordia Financial Group, an investment bank and consulting firm. He has
experience in completing mergers and acquisitions, as well as post-acquisition operations. Prior to Concordia Financial Group, he was
in the corporate development group for two multi-billion-dollar NYSE companies (Republic Services, Inc. and Loewen Group International,
Inc.). In addition to his M&A background, he has been the COO and CFO for several small to medium-sized privately held companies.
Mr. Kappers earned a B.A. degree from Vanderbilt University and a M.B.A. degree from Miami University. Mr. Kappers' financial and
operational knowledge and experience qualifies him to serve on our Board of Directors.

 Andrew
Lee, age 40, has served as a director of the Company since January 2021. Mr. Lee serves as the chairman of the Audit Committee. Mr.
Lee is a licensed CPA and holds his MBA degree from Washington State University. Mr. Lee received his Bachelor of Business Administration,
with concentrations in Finance and Accounting, from Walla Walla University. Mr. Lee began working at RealWear in 2017 as a CFO. Prior
to joining RealWear, Mr. Lee led Finance and Operations as the CFO of Ryonet Corporation, a high-growth firm in Vancouver, Washington.
Mr. Lee's finance and accounting experience qualifies him to serve on our Board of Directors.

 Daniel
Mazziota, age 86, has served as a director of the Company since January 2021. He serves as the chairman of the Compensation Committee.
Mr. Mazziota founded Microwave Power Devices, Inc. in 1967, which he sold in 1981 to Macom Technology Solutions, a Nasdaq listed developer
and producer of radio, microwave, and millimeter wave semiconductor devices and components. He served as the President of Microwave Power
Devices, Inc. until his retirement in 1988. He is currently president of IDM Consulting, which provides consulting services to the microwave
component and sub system industry. He received his BEE and MSEE degrees from New York Polytechnic Institute and is a fellow of the Institute.
Mr. Mazziota's microwave component and subsystem industry experience qualifies him to serve on our Board of Directors.

 Term
of Office

 Our
directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed
from office in accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until removed by the
Board of Directors.

 Family
Relationships

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

 Involvement
in Legal Proceedings

 To
our knowledge, there have been no material legal proceedings that would require disclosure under the federal securities laws that are
material to an evaluation of the ability of our director or executive officers.

 Potential
Conflicts of Interest

 We
are not aware of any current or potential conflicts of interest with our director or executive officers.

 Board
Committees

 Effective
January 20, 2021, we formed an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each of
which is comprised of our three independent directors. Mr. Kappers was appointed chairman of the Nominating and Corporate Governance
Committee, Mr. Lee as the chairman of the Audit Committee and Mr. Mazziota as the chairman of the Compensation Committee. Mr. Lee's
finance and accounting experience qualifies him as the audit committee financial expert.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Securities Exchange Act requires that our directors and executive officers and persons who beneficially own more than 10%
of our common stock (referred to herein as the "reporting persons") file with the SEC various reports as to their ownership
of and activities relating to our common stock. Such reporting persons are required by the SEC regulations to furnish us with copies
of all Section 16(a) reports they file. Based solely on our review of copies of the reports filed with the SEC and the written representations
of our directors and executive officers, we believe that all reporting requirements for fiscal year 2023 were complied with by each person
who at any time during the 2023 fiscal year was a director or an executive officer or held more than 10% of our common stock.

 Code
of Ethics

 We
have adopted a code of ethics that applies to our officers, employees and directors, including our Chief Executive Officer and Chief
Financial Officer. Our code of ethics is available on our website.

 ITEM
11. EXECUTIVE COMPENSATION

 Summary
Compensation Table

 The
following summary compensation table sets forth all compensation awarded to, earned by, or paid to, the named person, during the years
ended December 31, 2023 and 2022:

 Summary
Compensation of Named Executive Officers

 Name and Principal Position

 Fiscal
Year

 Salary ($)

 Bonus
($)

 Stock Awards ($)

 Option Awards ($)

 All
Other Compensation ($)

 Total
 ($)

 2023

 500,000

 -

 -

 157,797

 -

 657,797

 Chairman, President and Chief Executive Officer

 2022

 496,335

 -

 -

 330,787

 -

 827,122

 Louisa Sanfratello

 2023

 275,000

 -

 -

 78,898

 -

 353,898

 Chief Financial Officer, Secretary

 2022

 273,558

 -

 -

 165,393

 -

 438,951

 Jorge Flores

 2023

 275,000

 -

 -

 78,898

 -

 353,898

 Chief Operating Officer

 2022

 272,408

 -

 -

 165,393

 -

 437,801

 On
February 21, 2022, the Company's Board of Directors approved an increase in salary, effective as of January 1, 2022, for Mr. Maqbool,
to $500,000 per year, and for Ms. Sanfratello and Mr. Flores to $275,000 per year.

 Pursuant to the terms of
his employment agreement entered into on February 21, 2022, Mr. Flores will receive a base annual salary of $275,000 and is eligible to
participate in the Company's 2020 Equity Incentive Plan or successor to such plan. The agreement contains a perpetual confidentiality
covenant as well as non-competition and employee and customer non-solicitation covenants that apply during his employment and for a period
of one year following his termination. The agreement was amended on March 27, 2023 to extend its term to March 20, 2024 and again
on amended on March 20, 2024 to extend its term to March 20, 2027.

Equity Awards at Fiscal Year End

 On
December 20, 2023, the Company granted Mr. Maqbool ten-year stock options to purchase 100,000 shares of common stock according to the
Company's 2020 Plan. In addition, Ms. Sanfratello and Mr. Flores were each granted stock options to purchase 50,000 shares of common
stock. The stock options vest in quarterly installments over a 5-year period with an exercise price of $1.73 per share. The Company has
calculated these options estimated fair market value at $315,593 using the Black-Scholes model, with the following assumptions: expected
term of 7.36 years, stock price of $1.73, exercise price of $1.73, volatility of 120.7%, risk-free rate of 3.88%, and no forfeiture rate.

 On
June 14, 2022, the Company granted Mr. Maqbool stock options to purchase 100,000 shares of common stock according to the Company's
2020 Plan. In addition, Ms. Sanfratello and Mr. Flores were each granted stock options to purchase 50,000 shares of common stock. The
stock options vest in quarterly installments over a 5-year period with an exercise price of $1.72 per share. The Company has calculated
these options estimated fair market value at $304,148 using the Black-Scholes model, with the following assumptions: expected term of
4.9years, stock price of $1.72, exercise price of $1.72, volatility of 138.3%, risk-free rate of 3.61%, and no forfeiture rate.

 On
December 20, 2022, the Company granted Mr. Maqbool stock options to purchase 100,000 shares of common stock according to the Company's
2020 Plan. In addition, Ms. Sanfratello and Mr. Flores were each granted stock options to purchase 50,000 shares of common stock. The
stock options vest in quarterly installments over a 5-year period with an exercise price of $1.92 per share. The Company has calculated
these options estimated fair market value at $357,425 using the Black-Scholes model, with the following assumptions: expected term of
7.5 years, stock price of $1.92, exercise price of $1.92, volatility of 127.5%, risk-free rate of 3.79%, and no forfeiture rate.

 T he
following table sets forth the outstanding equity awards for our named executive officers as of the fiscal year ended December 31, 2023.

 OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR END

 Name

 Grant Date

 of
 Securities Underlying
 Unexercised
 Options (#)
 Exercisable

 of
 Securities Underlying
 Unexercised
 Options (#)
 Unexercisable

 Equity Incentive
 Plan Awards:
 Number of
 Underlying
 Unexercised
 Unearned
 Options
 (#)

 Option
 Exercise
 Price
 ($)

 Option
 Expiration
 Date

 December 20,2023

 -0-

 100,000

 -0-

 $
 1.73

 December 20, 2033

 June 14, 2022

 35,000

 65,000

 -0-

 $
 1.72

 June 14, 2027

 December 20, 2022

 20,000

 80,000

 -0-

 $
 1.92

 December 20, 2032

 Louisa Sanfratello

 December 20,2023

 -0-

 50,000

 -0-

 $
 1.73

 December 20, 2033

 June 14, 2022

 17,500

 32,500

 -0-

 $
 1.72

 June 14, 2027

 December 20, 2022

 10,000

 40,000

 -0-

 $
 1.92

 December 20, 2032

 Jorge Flores

 December 20,2023

 -0-

 50,000

 -0-

 $
 1.73

 December 20, 2033

 June 14, 2022

 17,500

 32,500

 -0-

 $
 1.72

 June 14, 2027

 December 20, 2022

 10,000

 40,000

 -0-

 $
 1.92

 December 20, 2032

 Directors
Compensation

 Name

 Fiscal
 Year

 Fees earned or paid in cash ($)

 Stock awards ($)

 Option awards ($)

 Non-equity
 incentive plan compensation ($)

 Nonqualified
 deferred compensation earnings ($)

 All other compensation ($)

 Total ($)

 Matthew Kappers

 2023

 -

 -

 -

 -

 2022

 -

 29,550

 8,936

 -

 -

 -

 38,486

 Andrew Lee

 2023

 -

 -

 -

 -

 2022

 -

 29,550

 8,936

 -

 -

 -

 38,486

 Daniel Mazziota

 2023

 -

 -

 -

 -

 2022

 -

 29,550

 61,190

 -

 -

 -

 90,740

 In
connection with their respective appointments, each of Matthew Kappers, Andrew Lee and Daniel Mazziota entered into director agreements
with the Company, providing for, among other things that each of the directors shall be entitled to fees for attendance at virtual meetings
and reimbursement of expenses for attending meetings.

 On
August 18, 2023, the Company granted restricted stock awards under the Company's 2020 Plan to directors of the Company for an aggregate
of 45,000 shares of common stock (15,000 each) valued at $82,800. These restricted stock awards vested immediately.

 On
June 17, 2022, the Company granted restricted stock awards under the Company's 2020 Plan to directors of the Company for an aggregate
of 45,000 shares of common stock (15,000 each) valued at $88,650. These restricted stock awards vested immediately.

 On
August 22,2022, the Company granted Daniel Mazziota stock options to purchase 25,000 shares of common stock according to the Company's
2020 Plan. The stock options vest in quarterly installments over a 5-year period with an exercise price of $2.23 per share. The Company
has calculated these options estimated fair market value at $47,787 using the Black-Scholes model, with the following assumptions: expected
term of 4.5 years, stock price of $2.23, exercise price of $2.23, volatility of 134.5%, risk-free rate of 3.17%, and no forfeiture rate.

 On
December 20, 2022, the Company granted Matthew Kappers, Andrew Lee and Daniel Mazziota stock options to purchase 5,000, 5,000 and 7,500
shares of common stock respectively according to the Company's 2020 Plan. The stock options vest in quarterly installments over
a 5-year period with an exercise price of $1.92 per share. The Company has calculated these options estimated fair market value at $31,275
using the Black-Scholes model, with the following assumptions: expected term of 7.5 years, stock price of $1.92, exercise price of $1.92,
volatility of 127.5%, risk-free rate of 3.79%, and no forfeiture rate.

 2020
Equity Incentive Plan

 In
October 2020, the Board of Directors and shareholders adopted the "2020 Plan",
effective as of December 14, 2020. Under the 2020 Plan, the Company reserved 1,250,000 shares of common stock to grant shares of common
stock of the Company to employees and individuals who perform services for the Company. The purpose of the 2020 Plan is to attract and
retain the best available personnel for positions of substantial responsibility, to provide incentives to individuals who perform services
for the Company, and to promote the success of the Company's business. The 2020 Plan permits the grant of Incentive Stock Options,
Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares
and other stock or cash awards as the Board of Directors may determine. In 2023, the Board and the shareholders adopted the Company's Amended and Restated 2020 Equity Incentive Plan
(the "Amended and Restated Plan"), effective as of December 11, 2023. The Amended and Restated Plan is substantially similar
to the 2020 Plan except that it increases the shares of our common stock available for issuance thereunder to 2,250,000 shares of common
stock.

 In
December 2023, the Board of Directors and shareholders amended and restated the current plan to increase the number of shares available
for issuance under the plan to 2,250,000 shares of common stock.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table summarizes information about our equity compensation plans as of December 31, 2023:

 Number of securities to be issued upon exercise of outstanding options, warrants, and rights

 Weighted-average price of outstanding options, warrants and rights

 Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 1,236,000

 $
 2.30

 869,000

 Equity compensation plans not approved by security holders

 -

 -

 -

 Total

 1,236,000

 $
 2.30

 869,000

 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 common stock of the Company as of March 13, 2024. 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 are 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 155 Plant Avenue, Hauppauge, NY 11788.

 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

 2,824,504
 (2)

 29.07
 %

 Louisa Sanfratello, Chief Financial Officer

 97,500
 (3)

 1.0
 %

 Jorge Flores

 76,917
 (4)

 *
 %

 Daniel Mazziota

 237.618
 (5)

 2.45
 %

 Matthew Kappers

 43,750
 (6)

 *

 Andrew Lee

 43750
 (6)

 *

 All officers and directors as a group (6 persons)

 3,324,039

 34.22
 %

 *

 Less
 than 1%

 1)

 Based
 on 9,717,113 shares of common stock issued and outstanding.

 2)

 options to purchase 175,000 shares of common stock,

 3)

 87,500 options to purchase shares of common stock.

 4)

 62,917 options to purchase shares of common stock.

 5)

 34,375 options to purchase shares of common stock

 6)

 13,750 options to purchase of common stock

 ITEM
13. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

We had no transactions since the beginning of the fiscal year of 2022, 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").

Independence

 Mr.
Kappers, Mr. Lee and Mr. Mazziota are independent using the definition of independence under NASDAQ Listing Rule 5605 (a) (2).

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 The
following table shows the aggregate fees we paid for professional services provided to us for 2023 and 2022:

 2023

 2022

 Audit Fees

 $
 113,600

 $
 130,062

 Audit-Related Fees

 $
 36,500

 $
 71,548

 Tax Fees

 $
 6,665

 $
 3,420

 All Other Fees

 -

 -

 Total

 $
 156,765

 $
 205,030

 Audit
Fees

 For
the years ended December 31, 2023 and 2022, we paid $113,600 and $130,062 respectively for professional services rendered for the audit
and review of our financial statements.

 Audit
Related Fees

 For
the years ended December 31, 2023 and 2022, we paid approximately $36,500 and $71,548, respectively, for audit related services.

 Tax
Fees

 For
our years ended December 31, 2023 and 2022, we paid $6,665 and $3,420 respectively, for professional services rendered for tax
compliance, tax advice, and tax planning.

 All
Other Fees

 We
did not incur any other fees related to services rendered by our independent registered public accounting firm for the years ended
December 31, 2023 and 2022.

 Pre-Approval
Policies and Procedures

 As
of January 20, 2021, the Board of Directors appointed three independent directors to a newly appointed audit committee and appointed
Andrew Lee as the chairman of the audit committee. In its capacity, the audit committee pre-approves all audits (including audit-related)
and permitted non-audit services to be performed by the independent auditors. The audit committee will annually approve the scope and
fee estimates for the year-end audit to be performed by the Company's independent auditors for the fiscal year. With respect to
other permitted services, the audit committee pre-approves specific engagements, projects and categories of services on a fiscal year
basis, subject to individual projects and annual maximums. To date, the Company has not engaged its auditors to perform any non-audit
related service.

 The
Audit Committee pre-approved all services provided by our independent registered public accounting firm. All the above services and fees
during 2023 were pre-approved by our Audit Committee. All the above services in 2023 were reviewed and approved by our Audit Committee
either before or after the respective services were rendered.

 Item
15. Exhibits and Financial Statement Schedules.

 (a)
Documents filed as part of this Annual Report.

 1.

 Report of Independent Registered Public Accounting Firm (PCAOB ID 3627)

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

 Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 2.

 Financial
 Statement Schedules

 Exhibits:

 Exhibit
 No.

 3.1

 Amended and Restated Articles of Incorporation of AmpliTech Group, Inc. (incorporated by reference to the Current Report on Form 8-K filed December 28, 2020)

 3.2

 Amended and Restated Bylaws of AmpliTech Group, Inc. (incorporated by reference to the Current Report on Form 8-K filed December 28, 2020)

 3.3

 Amended and Restated Series A Convertible Preferred Stock Certificate of Designation (incorporated by reference to the Current Report on Form 8-K filed December 28, 2020)

 3.4

 Certificate of Amendment, filed with the Secretary of State of Nevada (incorporated by reference to the Current Report on Form 8-K filed February 19, 2021)

 3.5

 Certificate of Correction, filed with the Secretary of State of Nevada (incorporated by reference to the Current Report on Form 8-K filed February 19, 2021)

 4.1

 Form of Common Stock Purchase Warrant (incorporated by reference to the Current Report on Form 8-K filed February 19, 2021)

 4.2*

 Warrant Agency Agreement dated February 14, 2024 by and between AmpliTech Group, Inc. and VStock Transfer LLC

 4.3

 Form of Representative's Warrant (incorporated by reference to the Current Report on Form 8-K filed February 19, 2021)

 4.4

 Description of Capital Stock (incorporated by reference to Form 10-K filed March 31, 2021)

 4.5

 Form of Warrant (incorporated by reference to the Current Report on Form 8-K filed April 15, 2021)

 10.3

 Commercial guaranty of AmpliTech Group, Inc., dated September 12, 2019 (incorporated by reference to the Current Report on Form 8-K filed on September 18, 2019)

 10.4

 Lease agreement, dated September 12, 2019, by and between AmpliTech Group, Inc. and Stephen J. Faber, as Trustee of the Revocable Trust of Stephen J. Faber, dated August 29, 2017 (incorporated by reference to the Current Report on Form 8-K filed on September 18, 2019)

 10.5

 Exclusive Distribution Agreement, dated November 9, 2016, by and between AmpliTech Inc, and distributor (incorporated by reference to Exhibit 10.8 to the Company's Registration Statement on Form S-1 filed on December 10, 2020)

 10.6

 Advisory Agreement, dated February 14, 2018, by and between AmpliTech Group, Inc. and with Sunbiz Holdings Corp. (incorporated by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-1 filed on December 10, 2020)

 10.7

 Business Loan Agreement with BNB Bank, dated November 20, 2020 (incorporated by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-1 filed on December 10, 2020)

 10.8

 Promissory Note issued to BNB Bank, dated November 20, 2020 (incorporated by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-1 filed on December 10, 2020)

 10.9

 Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 filed February 6, 2024)

 10.10

 Asset Purchase Agreement dated November 19, 2021 (incorporated by reference to the Current Report on Form 8-K filed November 19, 2021)

 10.11

 Employment Agreement with Jorge Flores dated February 21, 2022 (incorporated by reference to the Current Report on Form 8-K filed February 22, 2022)

 10.12

 Amendment to Employment Agreement with Jorge Flores dated March 27, 2023 (incorporated by reference to the Annual Report on Form 10-K filed on March 31, 2023)

 10.13

 Amendment to Employment Agreement with Jorge Flores dated March 2 0, 2024 (incorporated by reference to the Current Report on Form 8-K filed on March 26, 2024)

 10.14

 Form of Director Agreement (incorporated by reference to the Current Report on Form 8-K filed January 26, 2022)

 21.1

 List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company's Registration Statement on Form S-1 filed on August 13, 2012)

 23.1

 Consent of Sadler, Gibb & Associates, LLC

 31.1

 Rule 13a-14(a)/ 15d-14(a) Certification of Principal Executive Officer

 31.2

 Rule 13a-14(a)/ 15d-14(a) Certification of Principal Financial Officer

 32.1

 Section 1350 Certification of Principal Executive Officer

 32.2

 Section 1350 Certification of Principal Financial Officer

 97.1

 Clawback Policy

 101.
 INS

 101.
 SCH

 101.
 CAL

 101.
 DEF

 101.
 LAB

 101.
 PRE

 Cover

 ITEM 16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Date:
 April 1, 2024

 By:

 /s/

 Fawad
 Maqbool

 President
 and Chief Executive Officer

 (Principal
 Executive Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Name

 Title

 Date

 /s/

 President,
 Chief Executive Officer and

 April

 Fawad
 Maqbool

 Chairman
 of the Board of Directors (Principal Executive Officer)

 /s/
 Louisa Sanfratello

 Chief
 Financial Officer and Secretary

 April

 Louisa
 Sanfratello

 (Principal
 Financial and Accounting Officer)

 /s/
 Andrew Lee

 April

 Andrew
 Lee

 /s/
 Daniel Mazziota

 April

 Daniel
 Mazziota

 /s/
 Matthew Kappers

 April

 Matthew
 Kappers