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 OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
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 (Month/Day/Year)
09/25/2019
(Street)

GRAND CAYMAN, E9 KY1-1205
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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, E9 KY1-1205
    X    

Signatures

 Michael M. Kellen, Portfolio Manager of 21 April Fund, Ltd.   09/27/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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