SecProbe.io

December 21 , 2012

Via E -mail
Fawad Maqbool
Chief Executive Officer
AmpiTech Group, Inc.
35 Carlough Rd., #3
Bohemia, NY 11716

Re: AmpliTech Group Inc.
  Amendment No. 1 to Registration Statement on Form S -1
Filed  December 11 , 2012
File No. 333 -183291

Dear Mr . Maqbool :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Amendment No.1 to Registration Statement  on Form S -1

General

1. We note your response to comment 1 from our letter dated September 7, 2012.  However,
we continue to believe that your offering constitutes an indirect primary offering by the
company through the selling shareholders.  We note that t he selling shareholders received
their share for nominal consideration shortly before the registration statement was filed
and the offering continues to involve the majority of non -affiliate shares.  Therefore,
please identify all the selling shareholders as underwriters and fix the sales price to the
public for the duration of the offering.

Fawad Maqbool
AmpiTech Group, Inc.
December 21, 2012
Page 2

 Report of Independent Registered Public Accounting Firm, page F -2

2. We note that you have restated  your financial statements and the related financial
statement  footnotes.   In this  regard, your auditor should include a reference to your
restatement in his report in  accordance with AS 6 paragraph 9 , which states “[t]he
correction of a material  misstatement in previously issued financial statements should be
recogni zed in the  auditor's report on the audited financial statements through the addition
of an  explanatory paragraph, as described in AU sec. 508.” Furthermore, AU 561
paragraph 6 (a) states that “the reasons for the revision (restatement) usually should be
described in  a note to the financial statements and referred to in the auditor's report.”
Please revise or advise.

Notes to Audited Financial Statements, page F -7

3. We note your response to comment 15 from  our letter dated September 7, 2012.
Furthermore, it appears the restatement is a correction of an error.  Accordingly, please
provide all required disclosures as found in ASC 250 -10-50-7 through 50 -10, as
applicable, including a description of the nature of the error and the effect of the
correction on each financial statement line item, or advise us.

Capital Stock, page F -26

4. Please disclose and explain to us how you accounted for the 741,600 shares of common
stock issued to the Bayview shareholders on t he closing date, which under reverse
recapitalization accounting is considered in substance to have been issued by AmpliTech.

Accountants’ Consent

5. Please have Sam Kan & Company revise their letter of consent to also consent to being
identified under the caption “Experts.”

Fawad Maqbool
AmpiTech Group, Inc.
December 21, 2012
Page 3

   You may contact Joseph Cascarano, Staff Accountant, at (202) 551 -3376, or  Robert S.
Littlepage , Account Branch Chief, at (202) 551 -3361 , if you have questions regarding  comments
on the financial statements and related matters.  Pleas e contact  Ajay Koduri,  Attorney -Adviser,
at (202) 551 -3458 , Celeste M. Murphy, Legal Branch Chief, at (202) 551 -3257, or me, at (202)
551-3810, with any other questions.

Sincerely,

        /s/ Robert S. Littlepage  for

Larry Spirgel
        Assistant Director

cc:  Via E-mail
Gregg Jaclin , Esq .
Anslow & Jaclin LLP