Sec Form 4 Filing - 21 APRIL FUND, LTD. @ DUOS TECHNOLOGIES GROUP, INC. - 2019-09-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person 21 APRIL FUND, LTD. 2. Issuer Name and Ticker or Trading Symbol DUOS TECHNOLOGIES GROUP, INC. [ DUOT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) Citco Fund Services (Cayman Islands) Ltd, Regatta Office Park West Bay Road 3. Date of Earliest Transaction (MM/DD/YY) 09/25/2019 (Street) GRAND CAYMAN, E9KY1-1205 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 4,000,000 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants $ 0.55 09/25/2019 P 625,000 09/25/2019 09/25/2024 Common Stock 625,000 ( 2 ) $ 0.001 ( 3 ) 625,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other 21 APRIL FUND, LTD. Citco Fund Services (Cayman Islands) Ltd Regatta Office Park West Bay Road GRAND CAYMAN, E9KY1-1205 X Signatures Michael M. Kellen, Portfolio Manager of 21 April Fund, Ltd. 09/27/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of 3,184,140 shares owned by the Reporting Person and 815,860 shares owned by 21 April Fund LP, an affiliate of the Reporting Person. The Reporting Person disclaims beneficial ownership of the shares of common stock reported herein except to the extent of the Reporting Person's pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such shares of common stock or warrants for purposes of Section 16 or for any other purpose. ( 2 )Consists of warrants to acquire 458,125 shares owned by the Reporting Person and warrants to acquire 166,875 shares held by 21 April Fund, LP, an affiliate of the Reporting Person. The Reporting Person disclaims beneficial ownership of the warrants reported herein except to the extent of the Reporting Person's pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such warrants for purposes of Section 16 or for any other purpose. ( 3 )The Warrants were issued to the Reporting Person in connection with the Reporting Person extending a loan to the Company.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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