SecProbe.io

CORRESP
 1
 filename1.htm

 155
Plant Avenue

 Hauppauge,
NY 11788

 (631)
521-7831

 July
31, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Kristin Baldwin

 Re:

 AmpliTech
 Group, Inc.

 Registration
 Statement on Form S-3

 File
 No. 333-288863

 Acceleration
 Request

 Requested
 Date:  August 4, 2025

 Requested
 Time: 4:30 PM Eastern Time

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended (the "Act"), the undersigned registrant respectfully
requests that the effective date of its Registration Statement on Form S-3 as amended, (File No. 333-288863) be accelerated so that the
same will become effective at 4:30 p.m., Eastern Time, on August 4, 2025, or as soon thereafter as is practicable. In making this acceleration
request, the undersigned acknowledges that it is aware of its responsibilities under the Act.

 If
you have any questions regarding this request, please contact our counsel Daniel B. Eng of Lewis Brisbois Bisgaard & Smith LLP at
415.262.8508.

 Very
 Truly Yours,

 AmpliTech
 Group, Inc.

 /s/ Fawad
 Maqbool

 Fawad
 Maqbool, Chief Executive Officer

 cc:
Daniel B. Eng, Lewis Brisbois Bisgaard & Smith LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 30, 2025

Fawad Maqbool
Chief Executive Officer
AmpliTech Group, Inc.
155 Plant Avenue
Hauppauge, NY 11788

 Re: AmpliTech Group, Inc.
 Registration Statement on Form S-3
 Filed July 22, 2025
 File No. 333-288863
Dear Fawad Maqbool:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kristin Baldwin at 202-551-7172 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

AmpliTech
Group, Inc.

155
Plant Avenue

Hauppauge,
NY, 11788

(631)
521-7831

April
22, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    AmpliTech
    Group, Inc.

    Registration
    Statement on Form S-3/A

    Filed
    April 19, 2024

    File
    No. 333-278657

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, AmpliTech Group, Inc. (the “Company”) hereby respectfully
requests acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become
effective as of 4:30 PM Eastern Time, April 24, 2024, or as soon as practicable thereafter.

    Very
    truly yours,

    AmpliTech
    Group, Inc.

    By:
    /s/
    Fawad Maqbool

    Fawad
    Maqbool

    Chief
    Executive Officer

United States securities and exchange commission logo
April 18, 2024
Fawad Maqbool
President and Chief Executive Officer
AmpliTech Group, Inc.
155 Plant Avenue
Hauppauge, NY 11788
Re:AmpliTech Group, Inc.
Registration Statement on Form S-3
Filed April 12, 2024
File No. 333-278657
Dear Fawad Maqbool:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Mayank Pradhan

CORRESP
1
filename1.htm

ampg_corresp.htm

 AmpliTech Group, Inc.

 155 Plant Avenue

 Hauppauge, NY, 11788

 (631) 521-7831

 July 20, 2022

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

   Re:

   AmpliTech Group, Inc.

   Post-Effective Amendment to Form S-1 (the “Amendment”)

 Filed June 30, 2022

 File No. 333-251260

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, AmpliTech Group, Inc. hereby respectfully requests acceleration of the effectiveness of the above-referenced Amendment so that such Amendment will become effective as of 4:30 PM Eastern Time, July 22, 2022, or as soon as practicable thereafter.

   Very truly yours,

 AmpliTech Group, Inc.

    By:  /s/ Fawad Maqbool

  Fawad Maqbool

         Chief Executive Officer

CORRESP
1
filename1.htm

ampg_corresp.htm

   July 19, 2022

 U.S. Securities and Exchange

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C., 20549

 Attention: Patrick Fullem and Jay Ingram

   Re:

   AmpliTech Group, Inc.

   Post-Effective Amendment to Form S-1

   Filed June 30, 2022

   File No. 333-251260

 Dear Mr. Fullem and Mr. Ingram,

 This letter is in response to the letter dated July 18, 2022, from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to AmpliTech Group, Inc. (the “Company”). For your convenience, the Staff’s comment contained in the Comment Letter has been restated.

 Post-Effective Amendment to Form S-1 filed June 30, 2022

 General

    1.

   This post-effective amendment was filed to update the financial information in your Form S-1, which last contained audited financial statements for the fiscal year ended December 31, 2019. Under Section 10(a)(3) of the Securities Act, "when a prospectus is used more than nine months after the effective date of the registration statement, the [audited financial] information contained therein shall be as of a date not more than sixteen months prior to such use." Please tell us whether you engaged in the offer or sale of your securities, including the issuance of securities pursuant to the exercise of your warrants, using the prospectus during which time the audited financial statements in the prospectus were not current.

 Response: The Company did not engage in the offer or sale of securities, including the issuance of securities pursuant to the exercise of our warrants, using the prospectus during which time the audited financial statements in the prospectus were not current.

 Should you have any questions regarding the foregoing, please do not hesitate to contact the Company’s counsel Avital Perlman of Sichenzia Ross Ference LLP at (212) 930-9700.

   Sincerely,

   /s/ Fawad Maqbool

   Fawad Maqbool

 cc: Avital Perlman, Esq.

United States securities and exchange commission logo
July 18, 2022
Fawad Maqbool
Chief Executive Officer
AmpliTech Group, Inc.
155 Plant Avenue
Hauppauge, New York 11788
Re:AmpliTech Group, Inc.
Post-Effective Amendment to Form S-1
Filed June 30, 2022
File No. 333-251260
Dear Mr. Maqbool:
            We have reviewed your post-effective amendment 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.
Post-Effective Amendment to Form S-1 filed June 30, 2022
General
1.This post-effective amendment was filed to update the financial information in your Form
S-1, which last contained audited financial statements for the fiscal year ended December
31, 2019.  Under Section 10(a)(3) of the Securities Act, "when a prospectus is used more
than nine months after the effective date of the registration statement, the [audited
financial] information contained therein shall be as of a date not more than sixteen months
prior to such use."  Please tell us whether you engaged in the offer or sale of your
securities, including the issuance of securities pursuant to the exercise of your warrants,
using the prospectus during which time the audited financial statements in the prospectus
were not current.

 FirstName LastNameFawad Maqbool
 Comapany NameAmpliTech Group, Inc.
 July 18, 2022 Page 2
 FirstName LastName
Fawad Maqbool
AmpliTech Group, Inc.
July 18, 2022
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Patrick Fullem, Staff Attorney, at (202) 551-8337 or Jay Ingram, Legal
Branch Chief, at (202) 551-3397 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Avital Perlman, Esq.

CORRESP
1
filename1.htm

ampg_corresp.htmAmpliTech Group, Inc.

 155 Plant Avenue

 Hauppauge, NY, 11788

 (631) 521-7831

 April 28, 2022

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

   Re:

   AmpliTech Group, Inc.

   Registration Statement on Form S-3

   File No. 333-264420

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, AmpliTech Group, Inc. (the “Company”) hereby respectfully requests acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:30 PM Eastern Time, May 2, 2022, or as soon as practicable thereafter.

   Very truly yours,

      AmpliTech Group, Inc.

    By:   /s/ Fawad Maqbool

   Fawad Maqbool

         Chief Executive Officer

United States securities and exchange commission logo
April 26, 2022
Fawad Maqbool
Chief Executive Officer
AmpliTech Group, Inc.
155 Plant Avenue
Hauppauge, NY 11788
Re:AmpliTech Group, Inc.
Registration Statement on Form S-3
Filed April 21, 2022
File No. 333-264420
Dear Mr. Maqbool:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker, Staff Attorney, at (202) 551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

ampg_corresp.htmAmpliTech Group, Inc.

 620 Johnson Avenue

 Bohemia, NY 11716

 (631) 521-7831

 May 7, 2021

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

   Re:

   AmpliTech Group, Inc.

   Registration Statement on Form S-3

 Filed April 30, 2021

 File No. 333-255656

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, AmpliTech Group, Inc. (the “Company”) hereby respectfully requests acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:30 PM Eastern Time, May 11, 2021, or as soon as practicable thereafter.

   Very truly yours,

      AmpliTech Group, Inc.

    By:   /s/ Fawad Maqbool

   Fawad Maqbool

         Chief Executive Officer

United States securities and exchange commission logo
May 6, 2021
Fawad Maqbool
President and Chief Executive Officer
AmpliTech Group, Inc.
620 Johnson Avenue
Bohemia, NY 11716
Re:AmpliTech Group, Inc.
Registration Statement on Form S-3
Filed April 30, 2021
File No. 333-255656
Dear Mr. Maqbool:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jennifer Angelini at 202-551-3047 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Gregory Sichenzia

United States securities and exchange commission logo
April 12, 2021
Fawad Maqbool
President and Chief Executive Officer
AmpliTech Group, Inc.
620 Johnson Avenue
Bohemia, New York 11716
Re:AmpliTech Group, Inc.
Registration Statement on Form S-3
Filed April 1, 2021
File No. 333-254969
Dear Fawad Maqbool:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Andi Carpenter at 202-551-3645 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

ampg_corresp.htm

 AmpliTech Group, Inc.

 620 Johnson Avenue

 Bohemia, NY 11716

 (631) 521-7831

 April 12, 2021

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Attention:

   Re:

  AmpliTech Group, Inc.

   Registration Statement on Form S-3

 Filed April 1, 2021

 File No. 333-254969

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, AmpliTech Group, Inc. (the “Company”) hereby respectfully requests acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 5:00 PM Eastern Time, April 14, 2021, or as soon as practicable thereafter.

       Very truly yours,

 AmpliTech Group, Inc.

    By:  /s/ Fawad Maqbool

        Fawad Maqbool Chief Executive Officer

CORRESP
1
filename1.htm

ampg_corresp.htm

 AmpliTech Group, Inc.

 620 Johnson Avenue

 Bohemia, NY 11716

 (631) 521-7831

 April 12, 2021

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Attention:

   Re:

  AmpliTech Group, Inc.

   Registration Statement on Form S-3

 Filed April 1, 2021

 File No. 333-254969

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, AmpliTech Group, Inc. (the “Company”) hereby respectfully requests acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:30 PM Eastern Time, April 14, 2021, or as soon as practicable thereafter.

       Very truly yours,

 AmpliTech Group, Inc.

    By:  /s/ Fawad Maqbool

        Fawad Maqbool Chief Executive Officer

CORRESP
1
filename1.htm

ampg_corresp.htmMaxim Group LLC

 405 Lexington Avenue

 New York, New York 10174

 February 11, 2021

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Sherry Haywood

   Re:

   AmpliTech Group, Inc.

   Registration Statement on Form S-1, as amended

 File No: 333-251260

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), Maxim Group LLC, as managing underwriter, hereby joins the request of AmpliTech Group, Inc. (the “Company”) that the effective date of the above-referenced Registration Statement be accelerated so that it will become effective at 5:00 p.m. Eastern Time on Tuesday, February 16, 2021, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and Regulations of the Commission under the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the securities in this offering, as many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

   Very truly yours,

   Maxim Group LLC

   By:

   /s/ Clifford A. Teller

   Name: Clifford A. Teller

   Title: Head of Investment Banking,
Executive Managing Director

CORRESP
1
filename1.htm

ampg_corresp.htmAmplitech Group, Inc.

 620 Johnson Avenue

 Bohemia, NY 11716

 February 11, 2021

 EDGAR

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

   Re:

   Amplitech Group, Inc.

   Registration Statement on Form S-1

   File No. 333-251260

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Amplitech Group, Inc. respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Tuesday, February 16, 2021, or as soon thereafter as possible.

       Amplitech Group, Inc.

    By:  /s/ Louisa M. Sanfratello

   Name:

  Louisa M. Sanfratello

     Title:   Chief Financial Officer

United States securities and exchange commission logo
December 15, 2020
Fawad Maqbool
President and Chief Executive Officer
AmpliTech Group, Inc.
620 Johnson Avenue
Bohemia, NY 11716
Re:AmpliTech Group, Inc.
Registration Statement on Form S-1
Filed December 10, 2020
File No. 333-251260
Dear Mr. Maqbool:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
November 16, 2020
Fawad Maqbool
Chairman, President, and Chief Executive Officer
Amplitech Group Inc.
620 Johnson Avenue
Bohemia, NY 11716
Re:Amplitech Group Inc.
Preliminary Information Statement on Schedule 14C
Filed October 14, 2020
Revised Preliminary Information Statement on Schedule 14C
Filed November 5, 2020
File No. 0-54355
Dear Mr. Maqbool:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action, or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Gregory Sichenzia, Esq.

United States securities and exchange commission logo
October 28, 2020
Fawad Maqbool
Chairman, President, and Chief Executive Officer
Amplitech Group Inc.
620 Johnson Avenue
Bohemia, NY 11716
Re:Amplitech Group Inc.
Preliminary Information Statement on Schedule 14C
Filed October 14, 2020
File No. 0-54355
Dear Mr. Maqbool:
            We have reviewed your filing and have the following comments.  In our comments we
may ask you to provide us information so that we may better understand your disclosure.
            Please respond to these comments within 10 business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe that
our comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Information Statement on Schedule 14C filed October 14, 2020
General Information, page 2
1.Disclosure indicates that the company received written consents in lieu of a meeting from
the majority stockholders of 74% of the voting securities of the total issued and
outstanding shares of voting stock of the company.  Given disclosure on page 20 that Mr.
Fawad Maqbool, chairman, president, and chief executive officer, is the beneficial owner
of 11,780,280 shares of common stock representing 22.8% of the voting securities and is
the holder of 1,000 shares of Series A convertible preferred stock representing 51% of the
voting securities, it appears that Mr. Maqbool is the majority stockholder of 73.8% or 74%
when rounded of the voting securities of the total issued and outstanding shares of voting
stock of the company.  Please revise.
Action II, The Amended Articles
Authorized Shares, page 8
2.Given disclosure that the main purpose of the amended and restated articles of

 FirstName LastNameFawad Maqbool
 Comapany NameAmplitech Group Inc.
 October 28, 2020 Page 2
 FirstName LastNameFawad Maqbool
Amplitech Group Inc.
October 28, 2020
Page 2
incorporation is to attract investors through the issuance of securities in a planned
underwritten public offering, provide the disclosure required by Item 11 of Schedule 14A.
See Item 1 of Schedule 14C.
Action III
The Amended Bylaws, page 10
3.If the company's amended bylaws attached as Exhibit B amend any provisions in the
company's current bylaws, identify and include a version of any amended provisions in
the information statement.  Alternatively, if the sole purpose of the company's amended
bylaws attached as Exhibit B is to restate clearly the company's current bylaws, so
indicate.
Exhibit B
Amended and Restated Bylaws
Article IX, Section 9.2
Forum for Adjudication of Disputes, page 31
4.Disclosure indicates that the Eighth Judicial District Court of Clark County, Nevada will
be the sole and exclusive forum for the adjudication of disputes.  Revise the disclosure in
the information statement to make clear whether the provision applies to actions arising
under the Securities Act or the Exchange Act.  We note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or its rules and regulations and Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or provision created by the Securities Act or its rules and
regulations.  If the provision applies to Securities Act claims, revise the disclosure in the
information statement to state that there is uncertainty on whether a court would enforce
the provision and that investors cannot waive compliance with the federal securities laws
and their rules and regulations.  If the provision does not apply to actions arising under the
Securities Act or the Exchange Act, ensure that the provision in the amended and restated
bylaws states this clearly.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action, or absence of
action by the staff.
             Please contact Edward M. Kelly, Senior Counsel, at (202) 551-3728 or Jay E. Ingram,
Legal Branch Chief, at (202) 551-3397 with any other questions.
Sincerely,

 FirstName LastNameFawad Maqbool
 Comapany NameAmplitech Group Inc.
 October 28, 2020 Page 3
 FirstName LastName
Fawad Maqbool
Amplitech Group Inc.
October 28, 2020
Page 3
Division of Corporation Finance
Office of Manufacturing
cc:       Gregory Sichenzia, Esq.

December 19, 2018
Louisa Sanfratello
Chief Financial Officer
AmpliTech Group, Inc.
620 Johnson Avenue
Bohemia, NY 11716
Re:AmpliTech Group, Inc.
Form 10-K for the Year Ended December 31, 2017 as Amended
Filed April 2, 2018
File No. 000-54355
Dear Ms. Sanfratello:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

CORRESP
1
filename1.htm

ampg_corresp.htm

    MCMURDO LAW GROUP, LLC

 Matthew C. McMurdo | 917 318 2865 | matt@nannaronelaw.com

   3RD Floor

 1185 Avenue of the Americas

 New York, NY 10036

 December 6, 2018

 Via Edgar

 United State Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, DC 20549

     Attention:

   Kathryn Jacobson, Senior Staff Accountant

   Lisa Etheredge, Senior Staff Accountant

 Greg Dundas, Staff Attorney

 Kathleen Krebs, Special Counsel

  Re:  AmpliTech Group, Inc.

   Form 10-K for the Year Ended December 31, 2017

   Filed April 2, 2018

 File No. 000-54355

 Dear All:

 AmpliTech Group, Inc. (the “Company”) would like to respond to your recent letter addressed to Louisa M. Sanfratello, Chief Financial Officer and Secretary of the Company, dated November 29, 2018 (the “SEC Letter”). We have concurrently filed an Amendment No. 1 to the Form 10-K (the “10-K”) in response to the SEC Letter. This response letter, along with the 10-K, addresses the comments in the SEC Letter. The following numbered responses correspond to the comment numbers in the SEC Letter.

 Form 10-K for the year ended December 31, 2017

 Item 9A. Controls and Procedures, page 14

 1. Please amend your disclosure to clarify whether management concluded that disclosure controls and procedures were effective or ineffective as of December 31, 2017. Your current disclosure indicates that they were both not effective and determined to be effective upon "re-evaluation".

 Matthew McMurdo, Esq.

 NEW YORK

 We have amended our disclosure to stated that the disclosure controls and procedures were ineffective as of December 31, 2017.

 2. Your disclosure indicates that you assessed internal control over financial reporting (ICFR) as effective as of December 31, 2017 but also makes reference to a material weakness. Please refer to Item 308(a) of Regulation S-K. If you had a material weakness in ICFR as of December 31, 2017 please address the following:

  ·  Amend your filing to disclose both the existence and nature of the material weakness as of December 31, 2017;

  ·  Amend to revise management's conclusion about the effectiveness of ICFR as of December 31, 2017;

  ·  Revise your disclosure to clarify which version of the COSO framework (1992 or 2013) you rely upon in performing your assessment of ICFR; and

  ·  Consider disclosing both the impact of the material weakness on your financial reporting and as well as management's plans or actions already taken to remediate the material weakness.

 We have amended the 10-K to include both the existence and nature of the material weakness as of December 31, 2017 and revised management’s conclusion about the effectiveness of ICFR as of December 31, 2017. We have revised the 10-K to state that we were relying on the 2013 COSO framework. We have also made the aforementioned considerations and responded accordingly.

 Please direct your correspondence regarding this matter to the undersigned.

    cc:   Louisa Sanfratello, Chief Financial Officer

   AmpliTech Group, Inc.

 Matthew McMurdo, Esq.

 NEW YORK

November 29, 2018
Louisa Sanfratello
Chief Financial Officer
AmpliTech Group, Inc.
620 Johnson Avenue
Bohemia, NY 11716
Re:AmpliTech Group, Inc.
Form 10-K for the Year Ended December 31, 2017
Filed April 2, 2018
File No. 000-54355
Dear Ms. Sanfratello:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Form 10-K for the year ended December 31, 2017
Item 9A. Controls and Procedures, page 14
1.Please amend your disclosure to clarify whether management concluded that disclosure
controls and procedures were effective or ineffective as of December 31, 2017.  Your
current disclosure indicates that they were both not effective and determined to be
effective upon "re-evaluation".
2.Your disclosure indicates that you assessed internal control over financial reporting
(ICFR) as effective as of December 31, 2017 but also makes reference to a material
weakness.  Please refer to Item 308(a) of Regulation S-K.  If you had a material weakness
in ICFR as of December 31, 2017 please address the following:
•Amend your filing to disclose both the existence and nature of the material weakness
as of December 31, 2017;

 FirstName LastNameLouisa  Sanfratello
 Comapany NameAmpliTech Group, Inc.
 November 29, 2018 Page 2
 FirstName LastName
Louisa  Sanfratello
AmpliTech Group, Inc.
November 29, 2018
Page 2
•Amend to revise management's conclusion about the effectiveness of ICFR as of
December 31, 2017;
•Revise your disclosure to clarify which version of the COSO framework (1992 or
2013) you rely upon in performing your assessment of ICFR; and
•Consider disclosing both the impact of the material weakness on your financial
reporting and as well as management's plans or actions already taken to remediate the
material weakness.

Your amended filing may contain only  Item 9A as revised.  However, please ensure that
your amended filing includes updated management certifications that are currently dated
and make reference to the Form 10-K/A.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Kathryn Jacobson, Senior Staff Accountant at (202) 551-3365 or Lisa
Etheredge, Senior Staff Accountant at (202) 551-3424 if you have questions regarding comments
on the financial statements and related matters.  Please contact Greg Dundas, Staff Attorney at
(202) 551-3436 or  Kathleen Krebs, Special Counsel at (202) 551-3350 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

CORRESP
1
filename1.htm

    amplitech_corresp.htm

AmpliTech Group, Inc.

35 Carlough Rd. #3

Bohemia, NY 11716

631-521-7831

January 16, 2013

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Re:

AmpliTech Group, Inc.

File No. 333-183291

Dear Sir/Madam:

Request is hereby made for the acceleration of the effective date of our Registration Statement on Form S-1/A, File No. 333-183291, to Washington, DC Time 5:30P.M. on January 18, 2013 or as soon as practicable thereafter.

The Company acknowledges that:

o

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

o

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

o

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

AmpliTech Group, Inc.

By:

/s/ Fawad Maqbool

Fawad Maqbool

President and Chief Executive Officer

CORRESP
1
filename1.htm

    amplitech_corresp.htm

December 31, 2012

VIA EDGAR

Ajay Koduri

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Re:

AmpliTech Group Inc.

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

Filed December 11, 2012

File No. 333-183291

Dear Mr. Koduri:

We hereby submit the responses of AmpliTech Group Inc., (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) contained in your letter, dated December 21, 2012, to Fawad Maqbool, Chief Executive Officer of the Company in regard to the above-referenced Amendment No.1 on Registration Statement on Form S-1 filed on December 11, 2012 (“Amendment No.1”).

For convenience of reference, each Staff comment contained in your letter is reprinted below in italics, numbered to correspond with the paragraph numbers assigned in your letter, and is followed by the corresponding response of the Company.  References herein to page numbers are to the page numbers in the Amendment No.2 to Form S-1 (the “Amendment No.2”), filed with the Securities and Exchange Commission on December [__], 2012.  Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.  Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Amendment No.2.

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 the 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.

Response: We have identified the selling shareholders as underwriters and fixed the offering price for their shares for the duration of the offering.

1

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 recognized 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.

Response: Our auditor Sam Kan & Company has revised its report to include the following paragraph.

“As discussed in Note 16 Correction of Error Financial Statements to the financial statements, the Company has restated the financial statements for year ended December 31, 2011 and 2010 due to the reverse merger activity with Bayview Acquisition Corporation.”

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.

Response: We have revised the footnotes to the financial statements for the years ended December 31, 2011 and 2010 to include Note 16 to provide all required disclosures as found in ASC 250-10-50-7 through 50-10 as applicable.

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 the closing date, which under reverse recapitalization accounting is considered in substance to have been issued by AmpIiTech.

Response: We have revised the Consolidated Statement of Stockholders’ Equity - Restated for the year ended December 31, 2010 and related footnote disclosures to clarify the issuance of the additional 741,600 shares to the Bayview shareholders on the closing date, which were accounted for as part of the reverse merger recapitalization. These shares plus the 458,400 Bayview shares issued and outstanding prior to closing the share exchange total 1,200,000 shares, or 6% on a fully diluted basis.

2

Accountants' Consent

5.

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

Response: Our auditor Sam Kan & Company has revised its letter of consent to being identified under the caption “Experts.”

The Company acknowledges that:

●

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

●

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

●

the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ Fawad Maqbool

Fawad Maqbool

President and Chief Executive Officer

3

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

September 7, 2012

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

Re: AmpliTech Group Inc.
Registration Statement on Form  S-1
Filed August 13, 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.

Registration Statement on Form S -1

General

1. We note that you are registering all of the shares held by your public shareholders for
resale and that these shares were sold to the selling share holders in the last few months.
As a result, it appears that your offering is an indirect primary offering by the company
through the selling shareholders.  Identify the selling shareholders as underwriters and fix
the offering price for their shares for the duration of the offering.

Fawad Maqbool
AmpliTech Group Inc.
September 7, 2012
Page 2

 Prospectus Summary, page 5

Business Overview, page 5

2. Please revise this section to elaborate on your business including discussion of products
and services offered.

Recent Development, page 5

Acquisition of Amplitech, Inc., page 5

3. We note that prior to the acquisition and assuming of AmpliTech operations as of the
Securities Exchange Agreement on August 13, 2012, you were a shell company as
defined in Rule 12b -2 of the Exchange Act.  However, we note that yo u did not file a
Form 8 -K to report this transaction.  Please file a Form 8 -K incorporating by reference
the disclosure found in this Form S -1.

 Risk Factors, page 6

General

4. We note that here and elsewhere in your disclosure you provide a cross -reference to your
Risk Factors section beginning on page 3.  However, it appears this section begins on
page 7.  Please revise and update as necessary throughout the comment process.

We may not be able to adequately protect our intellectual property, pag e 11

5.  Please discuss why you have not registered patents, copyright, trademarks or trade
secrets to protect your intellectual property.

Selling Shareholders, page 20

6. Please revise this section to include updated disclosure and discussion of your new
management, executive officers and directors.  We note that paragraph four of this
section discusses your prior management; however the selling shareholder table includes
your new management including Mr. Fawad Maqbool your CEO.  Please identify any
other se lling shareholders that may have a material relationship with you or any of your
affiliates.

Fawad Maqbool
AmpliTech Group Inc.
September 7, 2012
Page 3

 Marketing, page 33

Website, page 33

7. Please revise to disclose the address of your website.  We note your disclosure on page
34.

Management’s Discussion  and Analysis…, page 35

General

8. Disclose in the forefront of this section that your auditors have issued a going concern
opinion.

Results of Operations, page 36

9. Please expand/revise your discussion under results of operations for all periods to provid e
a more robust explanation for the changes in line items within your statements of income.
a. Provide a more detailed discussion of the components of revenue changes for all
periods presented. For example, during 2011 please expand what you mean when
you st ate that revenues decreased as a result of “increasing cash flow constraints
and the inability to buy parts to fulfill sales.”
b. For the first quarter 2012, discuss what you mean that the increase in sales was
related “to more efficient production departmen t.”
c. Generally, discuss whether the increase or decrease in revenues (or gross margin)
relate to sales of any product lines (such as Low Noise Amplifiers or Medium
Power Amplifiers) by quantifying the increase or decrease and indicating the
relevant weight  of volume or price or particular model in the product line to the
overall increase or decrease.

This is not meant to represent an all -inclusive list of where your MD&A should be
improved. We encourage you to provide quantification of amounts and further
clarification throughout your discussion. See Item 303(a)(3) of Regulation S -K.

10. During 2010, we also note that you recognized a material amount of other income, please
explain the nature and circumstances of other income

Revenues, page 36

11. We note that you secured a line -of-credit to finance accounts receivable and material
purchase orders.  Please file this agreement as an exhibit referring to Item 601 of
Regulation S -K.

Fawad Maqbool
AmpliTech Group Inc.
September 7, 2012
Page 4

 Financing Activities, page 38

12. Similarly, we note you entered into a Master Factoring Agreement with a private lender.
Please file this agreement as an exhibit.

Liquidity and Capital Resources

Factor Financing, page 38

13. Please clarify your disclosure regarding the Master Factoring Agreement, so that the
nature and pu rpose of the financing agreement is wholly transparent to readers, and
advise us.  For example, you should disclose why you needed to enter into a factoring
agreement and how it differs from other forms of debt.

Financial Statements

14. It appears that the A ugust 13, 2012 transaction between Bayview Acquisition Corp. and
Amplitech, Inc. was a recapitalization in the form of a reverse merger.  Disclose that a
reverse acquisition occurs when the shareholders of a company that is being legally
acquired obtain a majority of the shares of the newly combined entity, which is what
occurred when the company exchanged 16,675,000 shares of its common stock for the
membership interests of Amplitech, Inc. on August 13, 2012.  Also, clarify your
disclosure so that the natu re and terms of the transaction is transparent to readers, and
explain how you recorded the reverse merger in your financial statements.  Clarify, if
true, that Bayview Acquisition Corp was a shell corporation with no assets or liabilities,
and advise us.

15. In regards to your accounting for the reverse merger, the August 13, 2012 transaction
should have been reported as a recapitalization of Amplitech , Inc., for period priors to the
merger, i.e. for the years ended December 31, 2011 and 2010.  As a result, you should
retroactively restate the equity section of the balance sheets, the statement of
stockholder’s equity, and earnings per share of Amplitec h, Inc., for all periods to reflect
the number of shares issued in the recapitalization transaction (reverse merger), similar to
a stock split.  This will also require adjustments to the common stock and APIC amounts
to reflect the par value of the post -recapitalization shares.  In addition, in the period that
the recapitalization occurred, it would be necessary for you to reflect in the financial
statements the number of shares previously outstanding of Bayview Acquisition Corp.,
the non -controlling intere st, as being issued in exchange for the net assets/net liabilities of
Bayview Acquisition Corp.  Please revise your financial statements, including your
earnings per share calculations, accordingly and advise us. See ASC Topic 805 -40.

(1) Basis of Presentation and Summary of Significant Accounting Policies, page F -7

Fawad Maqbool
AmpliTech Group Inc.
September 7, 2012
Page 5

 16. Please provide revenue recognition policies.  Note that when describing your revenue
recognition policies; please avoid using boilerplate language as found in SAB No. 104.
For example , disclose whether you recognize revenue immediately as an outright sale,
such as FOB shipping point, or whether you recognize revenue over the life of a contract
as products are outfitted and installed.  Tell us and disclose whether these product sales
include maintenance or service contracts, and if they do, tell us and disclose how and
when you recognize revenue from such activity.  Please provide the relevant accounting
literature in your response.

17. We note sales are recognized on a net basis. Please te ll us, and if material, d isclose how
and when sales refunds and returns are recognized.

(2) Summary of Significant Accounting Policies

Cash and  Cash Equivalents, page F -7

18. With a view towards comprehensive footnote disclosure, please explain the nature of the
customer deposits and specifically tell us if the deposits include agreements that legally
restrict your ability to freely withdrawal or make use the deposited cash.  If so, it appears
you should report restricted cash as a separate line -item on you r balance sheet in
accordance with 5.02.1 of Regulation S -X.  It would also be necessary for you to revise
your statement of cash flows.  Please revise or advise us.

Interim Consolidated Financial Statements

19. Please provide updated interim financial statements for the periods ending June 30, 2012
and for the corresponding period in the prior fiscal year.  We refer you to the financial
statement updating guidance in Rule 3 -12 of Regulation S -X and Rule 8 -03 of Regulation
S-X.

Accountants’ Consent

20. Please provide a currently dated and signed consent from your independent public
accountant in your next filing.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the discl osures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

Fawad Maqbool
AmpliTech Group Inc.
September 7, 2012
Page 6

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Joseph Cascarano, Staff Accountant , at 202-551-3376  or Robert
Littlep age, Accountant Branch Chief, at 202-551-3361 if you have questions regarding
comments on the financial statements and related matters .  Please contact  Kate Beukenkamp,
Attorney -Advisor,  at 202-551-6971 or Celeste M. Murphy, Legal Branch Chief, at 202 -551-3257
with any other questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

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

UNITED STATES
SECURITIES AND E.XCHANGECOMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
June 2,2011
Scott R. Chichester
President, Treasurer and Director
Bayview Acquisition.Corp. .
676a 9th Avenue Ste. 239
New York, New York 10036
Re: BAYVIEW ACQUISITION CORP.
Amendment # i to Form 10
Filed May 25, 2011
File No. 0-54355
Dear Mr. Chichçster:
We have reviewed your filing and have the foJJòwing comments. In some of our
comments, wemay ask you to provide us with information so we may better understand your
disclosure.
Please respond to ths letter within ten business days by amending your filing, by
providing the requested infoimation, or by advising us when you wi)) provide the requested
resnse. If you do not believe our comments apply to your facts and circumstaIices or do not
believe an amendment is appropriate, please tell us why in your resPonse.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
General
1. Please amend the filing to incIude the fon: and file number on the coverng page.
2. Please provide l!pdated financial statements and related disclosur~s as required by Rule 8-
08 of Reguation S-X. .
We urge all persons who are responsible for the accuracy and ådequacy of the dïsclosure
in the filing to be cerain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the compàny and its management are
in possession of all facts relating to a company' s disclosure, they are responsibie for the accuracy
and adequacy of the disclosures they have made.
In respnding to our comments, please provide a wrtten statement from the companyacknowledging that: .

Scott R. Chichester
. BAYVIEW ACQUisitioN CORP~
May 25, 201 i
Page 2
. the company is responsible for the adequacy and accuracy of the disclosure in the filing;
. staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from takng any action with resect to the filing; and
. the company may not assert staff comments as a defense in any proceeding initiated by .
the Commission or any person under the federal securities laws of the United States.
You may contact Mindy Hooker at (202) 551 -3732 or Patrcia Arelin at (202) 551 -3734
if you have questions regarding comments on the financial statements and related matters. Please
contact EITolSanderon at (202) 551- 3746 or me at (202) 551-3765 with any questions.
Sincerely.
Plielã A. l:ln~11 \
Assistant Dt;rU

August 31, 2011
 Via E-mail

Scott R. Chichester President, Treasurer and Director  Bayview Acquisition Corp. 676a 9
th Avenue Ste. 239
New York, New York 10036
Re: Bayview Acquisition Corp.
 Form 10
Filed April 19, 2011
 File No. 0-54355

Dear Mr. Chichester:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Pamela A. Long

Pamela A. Long Assistant Director

CORRESP
1
filename1.htm

SEC Response Letter

Bayview Acquisition Corp

676a 9th Ave, Suite 239

New York, NY 10036

Ph:646.388.2495

Fx: 646.365-3224

July 23, 2011

United States

Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

Attn: Ms. Pamela Long, Assistant Director

Dear Ms. Long:

I am in receipt of your letter dated June 2, 2011 regarding Amendment No. 1 for Bayview Acquisition Corp.  My replies are as follows:

1)

As noted, we’ve amended the filing to include the form and file number on the covering page.

2)

Interim financial statements for a development stage enterprise have been included per Regulation S-X.

If you have any questions about this amended filing, please do not hesitate to contact me at the numbers above.

Sincerely,

/s/ Scott R. Chichester

Scott R. Chichester CPA

President

CORRESP
2
filename2.htm

SEC Response

May 10, 2011

Scott R. Chichester
President , Treasurer and Director
Bayview Acquisition Corp.
676a 9th Avenue Ste. 239
New York, New York 10036

Re: BAYVIEW ACQUISITION CORP.
 Form 10
Filed April 18 , 2011
File No. 0-54355

Dear Mr. Chichester :

We have reviewed your filing an d 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

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

General

1. Please note that your registration statement will become effective by operation of law
60 days from the day you filed it and that you will then be responsible for filing
reports required by Section 13 of the Security Exchange Act of 1934, even if we have
not completed the review process of your filing. If you do not wish to incur those
obligations until all of the following issues are resolved, you should withdraw your
registration statement and resubmit a new registration statement when you have
revised yo ur document.

Form  of Acquisition, page 3

2. Please provide more detail as to how the company will proceed in seeking out a target
company, addressing matters such as the manner of solicitation of prospective
businesses and whether it is possible that they  would have any  relationship to the
company’s management .

Scott R. Chichester
BAYVIEW ACQUISITION CORP.
May 10, 2011
Page 2

3. Please disclose how the company intends to satisfy the cost associated with filing the
required reports under the Exchange Act of 1934 and the search for a business
combination.  We note the disclo sure on page 4 that costs of investigating and
analyzing business combinations for the next 12 months and beyond will be paid with
funds from your treasury or to be loaned or invested in you by your stockholder,
management or other investors. Please clarif y your reference to “funds in treasury,”
as according to your audited balance sheet you had no  cash or other assets at
December 31, 2010.  Please also disclose and file as exhibits any agreements for such
funding , or state that you have no such agreements  or commitments for financing in
place .

Management’s Discussion and Analysis, page 3

4. We note your disclosure that you are “currently devoting [your] efforts to locating
merger candidates.”  Please describe in reasonable detail what efforts or steps you
have taken and plan to take to locate merger candidates.

5. We note that you may consider a business that is in need of additional funds or
additional capital.  In the last paragraph of MD&A, you also state that you believe
there are numerous firms seeking  limited additional capital that you have.  As your
balance sheet indicates that you have no assets, including cash, please explain why
you would be attractive as an acquiring company to a target seeking additional funds
or capital, even on a limited basis .  If you are relying on the perceived benefits of
being a public company that you cite as the basis for your being able to access
additional capital, please make that clear, but also clarify that there is no assurance
that you will in fact have access to additional capital or financing as a public
company.

Risk Factors,  page 4

6. Please provide risk factor disclosure that you have received a going concern opinion
from your auditor.

Item 5.  Directors and Executive Officers, Promoters and Control Persons, p age 9

7. Please disclose the business experience during the past five years of Scott R.
Chichester and Lawrence Adams.  Please refer to Item 401(e) of Regulation S -K.  We
may have further comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are

Scott R. Chichester
BAYVIEW ACQUISITION CORP.
May 10, 2011
Page 3

in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from  taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Errol Sanderson  at (202) 551 - 3746  or me at (202) 551 -3765 with any
questions.

Sincerely,

Pamela A. Long
Assistant Director