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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



FORM 10-K



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|☑ |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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|  |  |                                                                                     
|  |  | For the fiscal year ended September 30, 2015                                        



OR

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|☐ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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|  |  |                                                                                         
|  |  | For the transition period fromto                                                        



Commission File Number 000-09358



BULOVA TECHNOLOGIES GROUP, INC

(Exact name of registrant as specified in its charter)



|Florida                         | 83-0245581         
|------------------------------- | -------------------
|(State or other jurisdiction of | (IRS Employer      
|incorporation or organization)  | Identification No.)

12645 49thStreet North

Clearwater, Florida 33762(Address of principal executive offices) (Zip Code)



(727) 536-6666(Registrant’s telephone number, including area code)



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



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



Common Stock, $.001 par value

(Title of Class)



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



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



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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☐



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.☑



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



|Large accelerated filer☐ | Accelerated filer☐ | Non-accelerated filer☐                        | Smaller reporting company☑
|------------------------ | ------------------ | --------------------------------------------- | --------------------------
|                         |                    | (Do not check if a smaller reporting company) |                           



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



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As of March 31, 2014, the aggregate market value of the voting stock held by non-affiliates of the Company was $2,675,811 which excludes voting stock held by directors, executive officers and holders of 5 percent or more of the voting power of the Company’s common stock (without conceding that such persons are “affiliates” of the Company for purposes of federal securities laws). The Company has no outstanding non-voting common equity.



As of December 31, 2015, the Company had 74,168,518 shares of Common Stock issued and outstanding and 4,000,000,000 shares of Preferred Stock issued and outstanding.





DOCUMENTS INCORPORATED BY REFERENCE



There are no documents incorporated by reference





EXPLANATORY NOTE



As set forth in a Form 8-K filed on July 6, 2015, the Company’s independent auditors resigned on July 6, 2015. The reports of DKM Certified Public Accountants on the Company's financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that substantial doubt was raised as to the Company's ability to continue as a going concern.



On December 22, 2015, the Company received a letter from the Securities and Exchange Commission relative to a suspension of DKM Certified Public Accountants’ privilege of appearing or practicing before the Commission, which suspension was unrelated to DKM Certified Public Accountants’ work with the Company. As a consequence of this suspension, the Commission has stated that the Company may not include audit reports or consents from DKM Certified Public Accountants in our filings with the Commission on or after the date of suspension. As a result, the Company is required, and has since engaged our new auditor to re-audit the prior year’s consolidated financial statements for the year ended September 30, 2014.



As set forth in the Form 8-K filed on July 6, 2015, the Company has engaged a new auditor, but as a consequence of the Securities and Exchange Commission requirement to have the prior year audit redone, the Company has not been able to have the auditor complete the audit of the financial statements for both years ended September 30, 2015 and 2014 in a timely manner.



The Company understands that the staff of the Securities and Exchange Commission (the "staff") has taken the position that this report is deficient because the annual financial statements contained in this report for the year ended September 30, 2015 and 2014 have not yet been audited by an independent registered public accountant as required by Rule 10-01(d) of Regulation S-X. Pursuant to the position taken by the staff, the Company is deemed not to be current in its filings required under the Securities Exchange Act of 1934, as amended. The Company understands that completion of an audit of its annual financial statements and the filing of an amendment will make this report current, although it will not be deemed timely for purposes of the rules governing eligibility to use registration statements on Forms S-2 and S-3. When the audit is complete, the Company will file an amendment to this report which will include the independent auditors’ report on both years and the required certifications of the Company’s Principal Executive Officer and Principal Financial and Accounting Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act.



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BULOVA TECHNOLOGIES GROUP, INC. FORM 10-KFOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2015



TABLEOF CONTENTS



|         |                                                                                                | Page
|-------- | ---------------------------------------------------------------------------------------------- | ----
|         |                                                                                                |     
|         | PART I                                                                                         |     
|         |                                                                                                |     
|Item 1.  | Business                                                                                       | 4   
|Item 2.  | Properties                                                                                     | 8   
|Item 3.  | Legal Proceedings                                                                              | 8   
|Item 4.  | Mine Safety Disclosures                                                                        | 9   
|         |                                                                                                |     
|         | PART II                                                                                        |     
|         |                                                                                                |     
|Item 5.  | Market for Registrant’s Common Equity and Related Stockholder Matters                          | 9   
|Item 7.  | Management’s Discussion and Analysis of Financial Condition and Results of Operations          | 10  
|Item 8.  | Consolidated Financial Statements                                                              | 13  
|Item 9.  | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure           | 33  
|Item 9A. | Controls and Procedures                                                                        | 33  
|         |                                                                                                |     
|         | PARTIII                                                                                        |     
|         |                                                                                                |     
|Item 10. | Directors, Executive Officers and Corporate Governance of the Registrant                       | 33  
|Item 11. | Executive Compensation                                                                         | 35  
|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 36  
|Item 13. | Certain Relationships and Related Transactions and Director Independence                       | 37  
|Item 14. | Principal Accountant Fees and Services                                                         | 37  
|         |                                                                                                |     
|         | PART IV                                                                                        |     
|         |                                                                                                |     
|Item 15. | Exhibits and Financial Statement Schedules                                                     | 38  
|         |                                                                                                |     
|         | Signatures                                                                                     | 38  



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PART I



FORWARD LOOKING STATEMENTS



|Certain portions of this report, and particularly the Management’s Discussion and Analysis of Financial Condition and Results of Operations, and the Notes to Consolidated Financial Statements, contain forward-looking statements which represent the Company’s expectations or beliefs concerning future events. The Company cautions that these statements are further qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements,
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Item1 . Business



Bulova Technologies Group, Inc. ("BTGI" or the "Company") was originally incorporated in Wyoming in 1979 as “Tyrex Oil Company”. During 2007, the Company divested itself of all assets and previous operations. During 2008, the Company filed for domestication to the State of Florida, and changed its name to Bulova Technologies Group, Inc. and changed its fiscal year from June 30 to September 30.



On January 1, 2009 the Company acquired the stock of 3Si Holdings, Inc. (“3Si”), a private company that was under common control and began operations in Florida. The assets and operations of 3Si at that time were accounted for in three operating subsidiaries, BT Manufacturing Company LLC, Bulova Technologies Ordnance Systems LLC, and Bulova Technologies (Europe) LLC (formerly Bulova Technologies Combat Systems LLC). The Company has three major areas of focus which it conducts through its subsidiaries. Historically, the Company was dependent upon the Department of Defense as a customer, supplying the DoD with weaponry, ammunition and systems integration. For the reasons herein after described, the Company is engaged in a transition from DoD military product contracting. More recently, the Company has expanded its horizons by becoming a seller of high precision industrial machine tools, primarily through its distribution network. Most recently, the Company has begun the incubation and marketing of innovative technology products for which it believes it can lend value because of its highly recognizable name brand and extensive marketing experience.



The Company’s headquarters consist of 29,000 square feet of office, showroom and warehouse space in Clearwater, Florida to facilitate commercial sales of its industrial machine tool business, and to provide office space to its other subsidiary operations as follows:



Bulova Technologies Machinery LLC - Formed in July of 2013, Bulova Technologies Machinery LLC represents the Company's entree into the machine tool business, and imports industrial machine tools and related equipment from recognized international sources and has established a Distributor/Dealer Network throughout the United States.



Bulova Technologies Finance LLC - This subsidiary was created in 2015 to provide in-house financing to purchasers of BTM equipment. In August and September of 2015, the Company accomplished its first two finance activities through equipment leasing transactions.



Bulova Technologies (Europe) LLC – Co-located at the Company’s headquarters in Tampa, Florida, this wholly-owned subsidiary (“Europe”), employing three people, has been engaged in several lines of related business, including the Mortar Exchange Program, the offsets program, the administration of the blanket purchase agreement awarded to Ordnance by the Government, and the brokerage of commercial, small caliber ammunition. Pursuit of the Mortar Exchange Program, an offering made by a joint venture together with the TriGas Oil and Trade S.A. (a Swiss company) to NATO countries whereby the joint venture would sell new mortar rounds to such countries accepting, in partial payment, outdated mortar rounds for refurbishment, was halted during the course of the year so that Europe could concentrate on its commercial ammunition business. Similarly, pursuit of the offsets program, whereby the same joint venture partners offered to facilitate commercial entities in the U.S. with offsets (counter-purchases from friendly countries demanded by such countries in exchange for their purchases of U.S. made goods) was halted in 2013 for the same reason. The Ordnance BPA expired in October 2015.



Bulova Technologies Advanced Products LLC- Newly created, and co-located at the Company’s headquarters in Clearwater, Florida, this subsidiary (“BTAP”) actively seeks technologically innovative products in industries in which the Bulova Technologies name and management team can bring value. Currently, BTAP is in the process of identifying several products in the healthcare and software areas which it may elect to pursue. The Company commenced operations in mid-2015 through two new subsidiaries, Bulova Technologies Healthcare Products LLC and Bulova Technologies Compliance and Security LLC.



Bulova Technologies Healthcare ProductsLLC -This subsidiary was formed in 2015 as the Company’s entrant into the health care field. This subsidiary has focused its attention initially on a technologically innovative and patented orthopedic cast product for human limbs.



Bulova Technologies Compliance and Security LLC - Newly created, and co-located at the Company’s headquarters in Clearwater, Florida, this company is a joint venture. The Company’s ownership interest in this joint venture is 30 percent. The Company accounts for this joint venture interest using the equity method of accounting and does not consolidate its operations. At September 30, 2015, the operations of the joint venture reflect a loss in excess of the Company’s investment. As a result, the amount carried on the balance sheet as of September 30, 2015 is $0. This company was established to market the Enterprise Content Management Library ("ECM Library"©) and the companion K-3 Data Encryption software to government agencies, banks, law firms and mid to large size businesses. The ECM Library© software system provides for advanced search capability, high demand security, protection notification alerts, and back-up repository maintenance. The software provides unique layers of security in the access to the stored data. These layers actively monitor access to repository data, download and transmission of confidential files, insertion of external memory devices, on-line searches that have been performed, web-sites visited, and e-mails sent or received using the repository content.



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Bulova Technologies Ordnance Systems LLC. - Prior to discontinuance, its operations were located on 261 acres in Mayo, Florida. Ordnance was a load, assembly, and pack facility specializing in fuzes, safe and arming devices and explosive simulators. Bulova Technologies Ordnance Systems LLC is registered with the United States Department of State Directorate of Defense Trade Controls (DDTC). It produced a variety of pyrotechnic devices, ammunition and other energetic materials for the U. S. Government and other allied governments throughout the world. In October 2012, Ordnance sold substantially all of its assets to an unrelated party. The sale included both the right to perform Ordnance’s then-current contracts with the Department of Defense. As a result, the only remaining work with the DoD performed by Ordnance was the nominal performance of the contracts which were transferred (until a novation of the transferred contracts was to take place) and a remaining blanket purchase agreement (BPA) with the DoD whereby the DoD may order non-standard (e.g. Eastern European) weapons for shipment to friendly forces abroad. The BPA expired in October 2015. Ordnance has not sought any new contracts from the DoD since 2012. Ordnance is engaged currently in litigation with the DoD concerning the propriety of a termination of an order under the BPA which took place in July, 2010.



Segments



Commencing with the Company’s formation of Bulova Technologies Machinery LLC, the Company began to operate in two business segments, government contracting and commercial sales. As the only income from government contracting for the years ended September 30, 2015 and 2014 was included in discontinued operations, the Company has determined not to present financial information by segment.



Item 1A. Risk Factors



You should carefully consider the following risk factors and other information contained or incorporated by reference in this Form 10-K, including “Part II — Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Any of these risks could materially adversely affect our business and our financial condition, results of operations and cash flows, which could in turn materially adversely affect the price of our common stock.



Our discontinued government contracting and contract manufacturing operations represented a significant portion of our operating revenues. There is no assurance our current business activity will sustain our operations.



The divestiture and discontinuation of the operations of BT Manufacturing Company LLC and Bulova Technologies Ordnance Systems LLC represented substantially all our revenues and assets at that time. While such discontinuances were deemed in our best interest because of the related reduction of substantial debts and liabilities, there is no assurance that our continuing operations will be successful.



Government Contracts.



With the sale of substantially all of the assets of Bulova Technologies Ordnance Systems LLC in October 2012, Ordnance had only one remaining DoD contract (the BPA, which expired in October 2015) and at this time is not seeking additional work with DoD.



In addition to contract cancellations and declines in agency budgets, any backlog in Government contracts and future financial results may be adversely affected by:



| | • | curtailment of the U.S. Government’s use of technology or other services and products providers, including curtailment due to government budget reductions and related fiscal matters;
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| | • | developments in Iraq, Afghanistan or other geopolitical developments that affect demand for our products and services;                                                                
| | • | our ability to hire and retain personnel to meet increasing demand for our services; and                                                                                              
| | • | technological developments that impact purchasing decisions or our competitive position.                                                                                              



Government contracts contain unfavorable termination provisions and are subject to audit and modification. If a termination right is exercised by the government, it could have a material adverse effect on our business, financial condition and results of operations.



Companies engaged primarily in supplying defense-related equipment and services to U.S. Government agencies are subject to certain business risks peculiar to the defense industry. These risks include the ability of the U.S. Government to unilaterally:



| | • | suspend us from receiving new contracts pending resolution of alleged violations of procurement laws or regulations;
| | - | --------------------------------------------------------------------------------------------------------------------
| | • | terminate existing contracts;                                                                                       
| | • | reduce the value of existing contracts;                                                                             
| | • | audit our contract-related costs and fees, including allocated indirect costs; and                                  
| | • | control and potentially prohibit the export of our products.                                                        



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All U.S. Government contracts can be terminated by the U.S. Government either for its convenience or if we default by failing to perform under the contract. Termination for convenience provisions provide only for our recovery of costs incurred or committed settlement expenses and profit on the work completed prior to termination. Termination for default provisions provide for the contractor to be liable for excess costs incurred by the U.S. Government in procuring undelivered items from another source. Our contracts with foreign governments generally contain similar provisions relating to termination at the convenience of the customer.



U.S. Government agencies, including the Defense Contract Audit Agency and various agency Inspectors

General routinely audit and investigate costs and performance on contracts, as well as accounting and general business practices of contractors. Based on the results of such audits, the U.S. Government may adjust contract related costs and fees, including allocated indirect costs. In addition, under U.S. Government purchasing regulations, some costs, including most financing costs, portions of research and development costs, and certain marketing expenses may not be reimbursable under U.S. Government contracts. We are currently involved, through Ordnance, in legal proceedings involving the termination of a DoD contract which took place in July 2011. (See Part 3, Legal Proceedings).



We may not be able to win competitively awarded contracts or receive required licenses to export our products, which would have a material adverse effect on our business, financial condition, results of operations and future prospects.



Government contracts are subject to competitive bidding. We obtain many of our U.S. Government contracts through a competitive bidding process. We may not be able to continue to win competitively awarded contracts. In addition, awarded contracts may not generate sales sufficient to result in our profitability. We are also subject to risks associated with the following:



| | • | the frequent need to bid on programs in advance of the completion of their design, which may result in unforeseen technological difficulties and/or cost overruns;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | the substantial time, effort and experience required to prepare bids and proposals for competitively awarded contracts that may not be awarded to us;             
| | • | design complexity and rapid technological obsolescence; and                                                                                                       
| | • | the constant need for design improvement.                                                                                                                         



In addition to these U.S. Government contract risks, we are required to obtain licenses from U.S. Government agencies to export many of our products and systems. Additionally, we are not permitted to export some of our products to certain countries. Failure to receive required licenses would eliminate our ability to sell our products outside the United States.



Brokerage of Small Caliber Ammunition Commercial Sales



The Brokerage business is dependent entirely upon both a strong U.S. demand and a lack of availability from U.S. manufacturers.



While the demand for small caliber commercial ammunition has been especially strong in the past 2-4 years in the U.S. and remains so, there can be no assurance that the market will continue to remain so. Without such demand, sales would drop precipitously. Similarly, should U.S. manufacturers increase production to a greater level and meet the increased U.S. demand, the import of Eastern European ammunition would also likely be affected adversely.



The importation of ammunition manufacturedabroad could be affected by futureU.S.regulations.



While Europe holds all licenses required to import ammunition from Eastern Europe, there can be no assurance that regulations might not be adopted in the future which could affect either the ability of Europe to import such ammunition or the price to Europe of such ammunition, in which case either Eastern European ammunition would become unavailable for import by Europe, or make such ammunition too costly to sell in the U.S.



Machine Tool Business Commercial Sales



BTM competeswith much larger producers of machine tools products.



The machine tool product business is highly competitive and BTM competes against much larger entities with very strong resources and competitive pricing. There can be no assurance that BTM will succeed in its competition with such entities.



The machine tool business is subject to economic perturbationsand foreign competition.



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While there are more than 196,000 machine shops in the U.S. which utilize machine tool equipment, the businesses utilizing machine tools and, consequently, the sellers of machine tool equipment in the U.S. are subject to general economic perturbations as well as foreign competition. Factors such as the demand for products manufactured by machine tool shops, the availability of credit to machine tool purchasers and the competition machine tool manufacturer’s face from foreign manufacturers could adversely impact the sale of machine tools by BTM.



General Business Risks



We are subject to the risks of current and future legal proceedings, which could have a material adverse effect on our business, financial condition, results of operations and future prospects.



At any given time, we are a defendant in various material legal proceedings and litigation matters arising in the ordinary course of business, including litigation, claims and assessments that have been asserted against acquired businesses, which we have assumed. Although we maintain insurance policies, these policies may not be adequate to protect us from all material judgments and expenses related to potential future claims and these levels of insurance may not be available in the future at economical prices or at all. A significant judgment against us, arising out of any of our current or future legal proceedings and litigation, could have a material adverse effect on our business, financial condition, results of operations and future prospects. We are currently involved, through Ordnance, in legal proceedings involving the termination of a DoD contract which took place in July 2011. (See Part 3, Legal Proceedings).



Intense competition in the industries in which our businesses operate could limit our ability to attract and retain customers.



The markets for defense products, machine tool sales and brokerage of commercial ammunition are each highly competitive. We expect that the DoD’s continual adaptation to the needs driven by the instant wartime scenarios throughout the world, the military needs for products and components in military equipment will continue to encourage new competitors to enter the market. We also expect that competition for original equipment manufacturing business will increase due to the continued emergence of merchant suppliers. Additionally, many of our competitors are larger than we are and have more financial and other resources than we have.



Our level of debt and our ability to make payments on or service our indebtedness may adversely affect our financial and operating activities or ability to incur additional debt.



Commencing with our January 1, 2009 acquisition of 3Si Holdings, Inc., we assumed certain amounts of indebtedness associated with the business operations acquired. Subsequently, we incurred additional debt with high interest rates that have hindered the Company financially. At September 30, 2015, we had approximately $8.3 million in aggregate principal amount of outstanding debt related to continuing operations.



In October 2012, we sold substantially all of the assets of Bulova Technologies Ordnance Systems LLC, and settled significant indebtedness. In the future, we may need to increase our borrowings, subject to limitations imposed on us by our debt agreements. Further discussion concerning the sale of these assets and any remaining scheduled maturities of our outstanding debt, is included in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources

.

Our ability to make scheduled payments of principal and interest on our indebtedness and to refinance our existing debt, including the scheduled maturities of our outstanding debt, depends on our future financial performance as well as our ability to access the capital markets, and the relative attractiveness of available financing terms. We do not have complete control over our future financial performance because it is subject to economic, political, financial (including credit market conditions), competitive, regulatory and other factors affecting the defense industry, as well as commercial industries in which we operate. It is possible that in the future our business may not generate sufficient cash flow from operations to allow us to service our debt and make necessary capital expenditures. If this situation occurs, we may have to reduce costs and expenses, sell assets, restructure debt or obtain additional equity capital. We may not be able to do so in a timely manner or upon acceptable terms in accordance with the restrictions contained in our debt agreements.



Our level of indebtedness has important consequences to us. These consequences may include:



| | • | requiring a substantial portion of our net cash flow from operations to be used to pay interest and principal on our debt and therefore be unavailable for other purposes, including acquisitions, capital expenditures, paying dividends to our shareholders, repurchasing shares of our common stock, research and development and other investments;
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| | • | limiting our ability to obtain additional financing for acquisitions, working capital, investments or other expenditures, which, in each case, may limit our ability to carry out our acquisition strategy;                                                                                                                                            
| | • | increasing interest expenses due to higher interest rates on our borrowings that have variable interest rates;                                                                                                                                                                                                                                         
| | • | heightening our vulnerability to downturns in our business or in the general economy and restricting us from making acquisitions, introducing new technologies and products or exploiting business opportunities; and                                                                                                                                  
| | • | impacting debt covenants that limit our ability to borrow additional funds, dispose of assets, or repurchase shares of our common stock. Failure to comply with such covenants could result in an event of default which, if not cured or waived, could result in the acceleration of our outstanding indebtedness.                                    



Environmental laws and regulations may subject us to significant liability.



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Our operations are subject to various U.S. federal, state and local laws and regulations relating to the discharge, storage, treatment, handling, disposal and remediation of certain materials, substances and wastes used in our operations.



New laws and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or the imposition of new clean-up requirements may require us to incur a significant amount of additional costs in the future and could decrease the amount of free cash flow available to us for other purposes, including capital expenditures, research and development and other investments and could have a material adverse effect on our business, financial condition, results of operations and future prospects.



Termination of our backlog of orders could negatively impact our results of operations and cash flows.



As described above, the U.S. Government may unilaterally modify or terminate its contracts. Accordingly, most of our backlog, if any, could be modified or terminated by the U.S. Government, which would negatively impact our results of operations and cash flows.



Global economic recession, continued tightening of credit markets, and U.S. Government intervention in financial and other industries may adversely affect our results.



Domestic and foreign economies and equity and fixed income markets have recently experienced significant declines, and severely diminished liquidity and credit availability. These economic conditions are currently negatively impacting, and could continue to adversely affect, our sales to the commercial markets in which we operate, including our contract manufacturing business.



Additionally, while we are unable to predict the impact and outcome of these economic events and the U.S. Government’s intervention to shore up financial and other industries, these events could also negatively affect future U.S. defense budgets and spending and, consequently, our financial condition, results of operations and cash flows.



Item 1B. Unresolved Staff Comments



Not applicable



Item2. Property



Commencing in July of 2013, Bulova Technologies Machinery LLC, the Company’s newest subsidiary, leased approximately 6,000 square feet of office, showroom and warehouse space in Sanford, Florida, and approximately 10,000 square feet of office, showroom and warehouse space in Branchburg, New Jersey. As of September 2015, BTM relocated all of its operations to a new facility which includes 29,000 square feet of office, showroom and warehouse space in Clearwater, Florida to facilitate commercial sales of its industrial machine tool business, as well as providing a central corporate office for all of its subsidiary operations. This facility is leased for a period of 6 years at a rate of $13,500 per month.



The Company also leases, on a month to month basis, an office in Frankfurt, Germany to facilitate its European opportunities.



Item3. Legal Proceedings



From time to time the Company may be a party to litigation matters involving claims against the Company which could have a material effect on our future financial position or results of operations.



In July 2010, the U.S. Army terminated a contract to which Bulova Technologies Ordnance Systems LLC was a party. Concurrently, the Army demanded repayment of approximately $12,000,000 of payments provided previously to Ordnance under that contract. Ordnance appealed the termination on October 26, 2010. Ordnance challenged this decision before the Armed Services Board of Contract Appeals (“ASBCA”). In January 2014 a decision was rendered by the ASBCA finding that the contract was partially terminated correctly and partially terminated without justification. Based on this decision, which recognized both that the Army had improperly terminated a portion of the contract, converting that portion of the contract to a termination for convenience (which entitles Ordnance to payment of its termination costs by the Army) and implicitly that the Army had delayed unreasonably in supplying contractually-required documents to Ordnance. Ordnance submitted a termination for convenience claim in excess of $1,400,000 to the Army in April 2014 and a delay claim in excess of $3,200,000 in October 2014, the principle reason Ordnance has been maintained as a legal entity. The Army will likely pursue Ordnance for the balance (plus interest and penalties). The assets of Ordnance were sold at arms-length to an independent third party and virtually all of the proceeds distributed to secured and unsecured third party creditors. There can be no assurance that the Government will not seek to either reverse the sale of Ordnance’s assets or pursue Bulova Technologies Group as the parent corporation of Ordnance and, if such actions were successful, these actions could have a material adverse effect on Bulova Technologies Group.



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In connection with the sale of substantially all of its assets to a third party in October 2012, Bulova Technologies Ordnance Systems LLC agreed to participate with the purchaser (the “Purchaser”) in the submission of a Novation Agreement to the U.S. Government in order to gain recognition by the U.S. Government of the transfer of certain Army and Navy contracts to the Purchaser. Bulova Technologies Ordnance Systems LLC completed its portion of the Novation Agreement in a timely way, but the Purchaser did not complete its portion of the Novation Agreement and submit it to the U.S. Government until April 2014. The U.S. Government refused to acknowledge the transfer of the three remaining, fixed-price uncompleted contracts in September 2014. Accordingly, while Ordnance has no facilities to perform these contracts, it remains liable for their performance and the Purchaser refused to perform without a novation of the contracts. In management’s opinion, these potential demands would not have any material adverse effect upon us because Ordnance, as a discontinued operation, has no assets to satisfy any such potential liabilities. However, there is no assurance that the Army or Navy will not pursue us as the parent Company of Ordnance, which actions, if successful, could have a material adverse effect upon us. In the judgment of management, based upon discussions with relevant Government officials, the denial by the Government of the transfer of the contracts was caused by the delay in submission of the Novation Agreement by Purchaser and, accordingly, Bulova Technologies Ordnance Systems LLC is exploring a cause of action against Purchaser for claims by the Army and Navy resulting from the terminations.



The four contracts discussed above were contracts W91CRB-09-C-0014, (awarded on January 9, 2011 (“Contract 1”)), W52P1J-06-D-0014 (awarded on May 5, 2006 (“Contract 2”)), and W52P1J-09-D-0066 (awarded on September 28, 2009 (“Contract 3”)), and N00164-12-D-JS87 (awarded on May 15, 2012 (“Contract 4”)).



The performance of Contract 1, involving the purchase by Ordnance of arms from Eastern European countries for importation into Afghanistan for friendly forces located there, was to take place between approximately July 2009 and January 2010, but was delayed, at least in part, due to the Government’s failure to produce proper documentation to permit performance by Ordnance. Monies were advanced by the Government, to be liquidated as weaponry was delivered. Ordnance delivered an amount of goods sufficient to liquidate a portion of the advances prior to termination, thus resulting in the Army’s demand for repayment referred to above, which amount is expected to be offset in part by the termination and delay claims filed by Ordnance. The termination provision contained in Contract 1 also permits the Army to claim excess re-procurement costs in buying replacement goods, but there is no evidence any such excess costs were incurred and the Army has, to date, claimed none.



The Army has terminated Contracts 2 and 3, which called for the delivery of Booby Trap Simulators with initial contract values of $13,495,520 and $5,310,565, respectively, during the period from May 2006 to approximately September 2014 as a result of the unwillingness of the Defense Contract Management Agency to recognize the novation of Contracts 2 and 3 to the purchaser of the assets of Ordnance. The termination provisions contained in Contract 2 and Contract 3 permit the Army to demand repayment of unliquidated advance payments and excess re-procurement fees, if any. No such demands have been made and Ordnance has received no advice that the simulators have been re-procured.



The Navy has advised it is considering terminating Contract 4, which originally called for the delivery of 11,085 Hand Held Signal Flares from May 2012 to approximately September 2014, as a result of the unwillingness of the Defense Contract Management Agency to recognize the novation of Contract 4 to the purchaser of the assets of Ordnance.



No monies were advanced to Ordnance under Contract 4. The termination provision contained in the contract would permit the Navy to demand repayment of excess re-procurement costs, if any. Ordnance has received no advice that the flares have been re-procured.



Item4. Mine Safety Disclosures



Not applicable.



PART II



Item5. Market for Registrant’s Common Equity and Related Stockholder Matters



Our Common Stock is traded on the “OTCQB” operated by the OTC Markets Group, Inc., under the trading symbol “BLVT”. The range of closing bid prices shown below is as reported by these markets. The quotations shown reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions.



On December 30, 2013, the Company effected a 1 for 200 reverse split of its common stock. The financial statements and other financial information set forth in this Form 10-K have been retroactively adjusted to reflect the effects of this reverse split. As a result the issued and outstanding common shares have been reduced from 438,138,975 to 2,190,695 as of September 30, 2011. Concurrently, the Company amended its Articles to reduce the amount of authorized common shares from 5,000,000,000 to 500,000,000 common shares.



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|Quarter Ending    |  | High |        |  | Low |  
|----------------- |  | ---- | ------ |  | --- | -
|                  |  |      |        |  |     |  
|December 31, 2013 |  | $    | 0.0250 |  |     | $
|March 31, 2014    |  |      | 0.0500 |  |     |  
|June 30, 2014     |  |      | 0.0148 |  |     |  
|September 30,2014 |  |      | 0.0360 |  |     |  
|                  |  |      |        |  |     |  
|December 31, 2014 |  | $    | 0.0345 |  |     | $
|March 31, 2015    |  |      | 0.1500 |  |     |  
|June 30, 2015     |  |      | 0.1000 |  |     |  
|September 30,2015 |  |      | 0.1550 |  |     |  







The closing bid price of our Common Stock on January 4, 2016, was $.064.



As of January 4, 2016, there were approximately 2,500 shareholders of record of our Common Stock, not including those persons who hold their shares in “street name”.



We have not paid any dividends on our Common Stock since our inception. We do not foresee that we will have the ability to pay a dividend on our Common Stock in the fiscal year ended September 30, 2015.



Item7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

****

****



FORWARD LOOKING STATEMENTS



|Certain portions of this report, and particularly the Management’s Discussion and Analysis of Financial Condition and Results of Operations, and the Notes to Consolidated Financial Statements, contain forward-looking statements which represent the Company’s expectations or beliefs concerning future events. The Company cautions that these statements are further qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Overview:



Starting January 1, 2009, Bulova Technologies Group, Inc. had operations in two business segments. The Government Contracting segment is focused on the production and procurement of military articles for the US. Government and other Allied Governments throughout the world, and was accounted for through two of the Company’s wholly owned subsidiaries, Bulova Technologies Ordnance Systems LLC., and Bulova Technologies (Europe) LLC. The Contract Manufacturing segment, which the Company has exited, produced cable assemblies, circuit boards as well as complete systems, and was accounted for through BT Manufacturing Company, LLC, another of its wholly owned subsidiaries. In June of 2010, because of continuing losses in the contract manufacturing business segment, the Company announced management’s decision to market BT Manufacturing Company LLC for sale. During the quarter ended March 31, 2011, the Company accomplished this disposition. In October 2012, Bulova Technologies Ordnance Systems LLC sold substantially all of its assets to an unrelated party and discontinued operations. For reporting purposes, the Company has identified the assets and liabilities of Bulova Technologies Ordnance Systems LLC as pertaining to discontinued operations and has segregated their operating results and presented them separately as discontinued operations for all periods presented. Commencing in July of 2013, the Company entered into the commercial sales segment, to include the commercial ammunition sales market place and the industrial machine tool business by, in the latter case, forming Bulova Technologies Machinery LLC.



Application of critical accounting policies:



Management’s Discussion and Analysis of our Financial Condition and Results of Operations is based on the Company’s Consolidated Financial Statements, which have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The preparation of financial statements in accordance with GAAP requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and corresponding disclosures at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we continue to evaluate our estimates which in large part are based on historical experience and on various assumptions that we believe to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates under different assumptions or conditions.



Results of operations:



For the year ended September 30, 2015 compared to the year ended September 30, 2014.



Discontinued Operations



The Company is reporting results of operations of Bulova Technologies Ordnance Systems LLC (BTOS) as discontinued operations for the years ended September 30, 2015 and 2014.



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In October 2012, Bulova Technologies Ordnance Systems LLC sold substantially all of its assets to an unrelated party. The purchaser performed certain contracts remaining in the name of Ordnance as a subcontractor for the balance of the year ended September 30, 2013 and for a portion of the year ended September 30, 2014. The effect was a very small gross profit as most of the contract revenues were passed through to the purchaser for fulfillment.



Ordnance did not have any revenue for the year ended September 30, 2015 as compared to $1,580,488 for the year ended September 30, 2014.



Ordnance did not incur any costs of revenues for the year ended September 30, 2015 as compared to $1,570,912 for the year ended September 30, 2014.



Ordnance did not realize any gross profit for the year ended September 30, 2015 as compared to $9,576 for the year ended September 30, 2014.



Operating expenses and interest for the discontinued operations of Ordnance for the year ended September 30, 2015 of $276,622 is an increase of $173,942 when compared to operating expenses and interest for the year ended September 30, 2014 of $102,680, and is due primarily to legal costs, as well as additional interest costs incurred in the restructuring of the terms of certain debts associated with the discontinued operations of Ordnance.



Other income for the discontinued operations of Ordnance for the year ended September 30, 2015 of $398,148 represents a negotiated gain on a settlement of debt. The Company settled principal and interest of $818,111 for a cash payment of $300,000 and the issuance of 2,000,000 warrants valued at $119,963. Ordnance had $4,451 in other income for the year ended September 30, 2014.



Continuing Operations

****

Revenue from continuing operations for the year ended September 30, 2015 of $1,753,573 is a decrease of $1,408,970 when compared to the revenue for the year ended September 30, 2014 of $ 3,162,543. This decrease is a combination of an increase of approximately $203,000 in sales of industrial equipment by Bulova Technologies Machinery offset by no ammunition sales for the year ended September 30, 2015 as compared to approximately $1,610,000 for the year ended September 30, 2014.



Cost of revenues for continuing operations for the year ended September 30, 2015 of $1,483,537 is a decrease of $1,134,273 when compared to the cost of revenues for the year ended September 30, 2014 of $2,617,810.



Gross profit for continuing operations for the year ended September 30, 2015 of $270,036 is a decrease of $274,697 when compared to the gross profit for the year ended September 30, 2015 of $544,733.



Selling and administrative expenses for continuing operations for the year ended September 30, 2015 of 2,983,202 is a decrease of $424,942 when compared to selling and administrative expense for the year ended September 30, 2014 of $3,308,144.



Stock based compensation for continuing operations for the year ended September 30, 2015 of $1,573,299 is an increase of $1,230,550 when compared to stock based compensation for the year ended September 30, 2014 of $342,749.



Depreciation and amortization expense for continuing operations for the year ended September 30, 2015 of $74,747 is a decrease of $34,425 when compared to depreciation and amortization expense for the year ended September 30, 2014 of $109,172.



Interest expense for continuing operations for the year ended September 30, 2015 of $744,324 is an increase of $431,200 when compared to interest expense for the year ended September 30, 2014 of $313,124.



The Company’s net loss from continuing operations for the year ended September 30, 2015 of $5,384,201 is an increase of $1,712,045 when compared to the net loss from continuing operations for the year ended September 30, 2014 of $3,672,156.





Liquidity and capital resources:



As of September 30, 2015, the Company’s sources of liquidity were new debt and loans from related parties.



As of September 30, 2015, we had $70,347 in cash and cash equivalents.



Cash flows used in operating activities by continuing operations was $3,221,427 for the year ended September 30, 2015. Cash flows used in operating activities by discontinued operations was $356,758.



Cash flows used in investing activities by continuing operations was $117,788 for the year ended September 30, 2015. There were no cash flows from investing activities by discontinued operations for the year ended September 30, 2015.



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Cash flows from financing activities by continuing operations were $3,925,592 for the year ended September 30, 2015. Cash flows used by financing activities by discontinued operations were $181,826.



The Company’s ability to cover its operating and capital expenses, and make required debt service payments will depend primarily on its ability to generate operating cash flows.



The Company‘s business may not generate cash flows at sufficient levels, and it is possible that currently anticipated contract awards may not be achieved.  If we are unable to generate sufficient cash flow from operations, we may be required to reduce costs and expenses, sell assets, reduce capital expenditures, refinance all or a portion of our existing debt as well as our operating needs, or obtain additional financing and we may not be able to do so on a timely basis, on satisfactory terms, or at all. Our ability to make scheduled principal payments on the small amount of debt remaining after the sale, or to pay interest on or to refinance our remaining indebtedness depends on our future performance and financial results, which, to a certain extent, are subject to general conditions in or affecting the U.S. defense industry and to general economic, political, financial, competitive, legislative and regulatory factors beyond our control.



While the Company believes that anticipated revenues resulting from its expanded efforts relative to its new commercial sales business segment will be sufficient to bring profitability and a positive cash flow to the Company, it is uncertain that these results can be achieved. Accordingly, the Company will, in all likelihood need to raise additional capital to operate. There can be no assurance that such capital will be available when needed, or that it will be available on satisfactory terms.



There are no off-balance sheet arrangements.



Our ability to utilize net operating loss carry forwards may be limited

****

As of September 30, 2015, the Company had net operating loss carry forwards (NOLs) of approximately 21.8 million for federal income tax purposes that will begin to expire between the years of 2022 and 2035. These NOLs may be used to offset future taxable income, to the extent we generate any taxable income, and thereby reduce or eliminate our future federal income taxes otherwise payable. Section 382 of the Internal Revenue Code imposes limitations on a corporation's ability to utilize NOLs if it experiences an ownership change as defined in Section 382.  In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percent over a three-year period. In the event that an ownership change has occurred, or were to occur, utilization of our NOLs would be subject to an annual limitation under Section 382 determined by multiplying the value of our stock at the time of the ownership change by the applicable long-term tax-exempt rate as defined in the Internal Revenue Code. Any unused annual limitation may be carried over to later years.  We may be found to have experienced an ownership change under Section 382 as a result of events in the past or the issuance of shares of common stock upon a conversion of notes, or a combination thereof.  If so, the use of our NOLs, or a portion thereof, against our future taxable income may be subject to an annual limitation under Section 382, which may result in expiration of a portion of our NOLs before utilization.



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Item8. Consolidated Financial Statements







BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

****

|                                                                                                                       | Page
|---------------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                       |     
|                                                                                                                       |     
|                                                                                                                       |     
|Consolidated Balance Sheets as of September 30, 2015 and 2014 - unaudited                                              | 14  
|                                                                                                                       |     
|Consolidated Statements of Operations for the Years Ended September 30, 2015 and 2014 – unaudited                      | 15  
|                                                                                                                       |     
|Consolidated Statements of Cash Flows for the Years Ended September 30, 2015 and 2014 - unaudited                      | 16  
|                                                                                                                       |     
|Consolidated Statement of Changes in Stockholders’ Deficit for the Years Ended September 30, 2015 and 2014 – unaudited | 18  
|                                                                                                                       |     
|Notes to Consolidated Financial Statements - unaudited                                                                 | 19  
|                                                                                                                       |     



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BULOVATECHNOLOGIES GROUP, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS - unaudited

****

|                                                                                                                                                     |  | September 30, |            
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -----------
|                                                                                                                                                     |  | 2015          |            
|                                                                                                                                                     |  |               |            
|ASSETS                                                                                                                                               |  |               |            
|                                                                                                                                                     |  |               |            
|Cash and cash equivalents                                                                                                                            |  | $             | 70,347     
|Accounts receivable                                                                                                                                  |  |               | 261,215    
|Inventory                                                                                                                                            |  |               | 259,591    
|Other current assets                                                                                                                                 |  |               | 348,548    
|Current assets from discontinued operations                                                                                                          |  |               | -          
|                                                                                                                                                     |  |               |            
|Total Current Assets                                                                                                                                 |  |               | 939,701    
|                                                                                                                                                     |  |               |            
|Fixed assets, net                                                                                                                                    |  |               | 341,445    
|Other assets                                                                                                                                         |  |               | 368,792    
|Non-current assets from discontinued operations                                                                                                      |  |               | -          
|                                                                                                                                                     |  | $             | 1,649,938  
|                                                                                                                                                     |  |               |            
|                                                                                                                                                     |  |               |            
|LIABILITIES AND SHAREHOLDERS’ DEFICIT                                                                                                                |  |               |            
|                                                                                                                                                     |  |               |            
|Accounts payable                                                                                                                                     |  | $             | 987,326    
|Accrued expenses and other current liabilities                                                                                                       |  |               | 928,694    
|Current portion of long term debt                                                                                                                    |  |               | 265,646    
|Current portion of notes payable – related parties                                                                                                   |  |               | -          
|Current liabilities from discontinued operations                                                                                                     |  |               | 1,150,000  
|                                                                                                                                                     |  |               |            
|Total current liabilities                                                                                                                            |  |               | 3,331,666  
|                                                                                                                                                     |  |               |            
|Shareholder loans                                                                                                                                    |  |               | -          
|Long term debt, net of current portion                                                                                                               |  |               | 149,228    
|Notes payable – related parties, net of current portion                                                                                              |  |               | 7,908,220  
|Long term liabilities from discontinued operations                                                                                                   |  |               | 6,071,700  
|                                                                                                                                                     |  |               | 17,460,814 
|                                                                                                                                                     |  |               |            
|                                                                                                                                                     |  |               |            
|Commitments and contingencies                                                                                                                        |  |               | -          
|                                                                                                                                                     |  |               |            
|Shareholders’ deficit                                                                                                                                |  |               |            
|Preferred stock, $.00001 par, authorized 5,000,000,000 shares; 4,000,000,000 and 4,000,000,000 issued and outstanding at September 30, 2014 and 2013 |  |               | 40,000     
|Common stock, $.001 par; authorized 500,000,000 shares, 69,093,518 and 59,280,068 issued and outstanding at September 30, 2015 and 2014              |  |               | 69,093     
|Subscription receivable - warrants                                                                                                                   |  |               | (66,000    
|Additional paid in Capital in excess of par                                                                                                          |  |               | 26,231,658 
|Retained earnings (deficit)                                                                                                                          |  |               | (42,085,627
|                                                                                                                                                     |  |               | (15,810,876
|                                                                                                                                                     |  | $             | 1,649,938  



See accompanying notes to consolidated financial statements.



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BULOVATECHNOLOGIES GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS - unaudited



|                                                             |  | Years Ended September 30, |           
|------------------------------------------------------------ |  | ------------------------- | ----------
|                                                             |  | 2015                      |           
|                                                             |  |                           |           
|Revenues                                                     |  | $                         | 1,753,573 
|Cost of revenues                                             |  |                           | 1,483,537 
|                                                             |  |                           |           
|Gross profit                                                 |  |                           | 270,036   
|                                                             |  |                           |           
|Selling and administrative expenses                          |  |                           | 2,983,202 
|Stock based compensation                                     |  |                           | 1,573,299 
|Depreciation and amortization expense                        |  |                           | 74,747    
|Interest expense                                             |  |                           | 744,324   
|                                                             |  |                           |           
|Total expenses                                               |  |                           | 5,375,572 
|                                                             |  |                           |           
|Loss from operations                                         |  |                           | (5,105,536
|                                                             |  |                           |           
|Other income (expense)                                       |  |                           |           
|Other income (expense)                                       |  |                           | (278,665  
|Income (loss) from continuing operations before income taxes |  |                           | (5,384,201
|                                                             |  |                           |           
|Income tax expense                                           |  |                           | -         
|                                                             |  |                           |           
|Income (loss) from continuing operations                     |  |                           | (5,384,201
|Income (loss) from discontinued operations, net of tax       |  |                           | 121,526   
|                                                             |  |                           |           
|Net income (loss)                                            |  | $                         | (5,262,675
|                                                             |  |                           |           
|                                                             |  |                           |           
|Basic and diluted net income (loss) per share                |  |                           |           
|Income (loss) from continuing operations                     |  | $                         | (.083     
|Income (loss) from discontinued operations                   |  |                           | .002      
|Net income (loss) per share                                  |  | $                         | (.081     
|                                                             |  |                           |           
|                                                             |  |                           |           
|Weighted average shares outstanding, basic and diluted       |  |                           | 65,080,470



See accompanying notes to consolidated financial statements.



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BULOVATECHNOLOGIES GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS - unaudited

****

|                                                                                                                   |  | Years Ended September 30, |           
|------------------------------------------------------------------------------------------------------------------ |  | ------------------------- | ----------
|                                                                                                                   |  | 2015                      |           
|                                                                                                                   |  |                           |           
|Cash flows from operating activities:                                                                              |  |                           |           
|Income (Loss) from continuing operations                                                                           |  | $                         | (5,384,201
|Income (Loss) from discontinued operations                                                                         |  |                           | 121,526   
|Net Income (Loss)                                                                                                  |  |                           | (5,262,675
|Adjustments to reconcile net income (loss) from continuing operations to net cash flows from operating activities: |  |                           |           
|Depreciation and amortization                                                                                      |  |                           | 74,747    
|Amortization of debt discount                                                                                      |  |                           | 93,646    
|(Gain ) Loss on disposal of assets                                                                                 |  |                           | 351,460   
|Stock based payment for services                                                                                   |  |                           | 1,573,299 
|Stock issued relative to debt restructure                                                                          |  |                           | 25,500    
|Changes in operating assets and liabilities                                                                        |  |                           |           
|Accounts receivable                                                                                                |  |                           | 92,736    
|Inventory                                                                                                          |  |                           | (247,531  
|Prepaid expenses and other assets                                                                                  |  |                           | (354,461  
|Accounts payable and accrued expenses                                                                              |  |                           | 431,852   
|                                                                                                                   |  |                           |           
|Net cash flows from operating activities – continuing operations                                                   |  |                           | (3,221,427
|Net cash flows from operating activities – discontinued operations                                                 |  |                           | (356,758  
|Net cash flows from operating activities                                                                           |  |                           | (3,578,185
|                                                                                                                   |  |                           |           
|Cash flows from investing activities:                                                                              |  |                           |           
|Acquisition of fixed assets                                                                                        |  |                           | (117,788  
|Disposal of fixed assets                                                                                           |  |                           | 13,032    
|Net cash flows from investing activities – continuing operations                                                   |  |                           | (104,756  
|Net cash flows from investing activities – discontinued operations                                                 |  |                           | -         
|Net cash flows from investing activities                                                                           |  |                           | (104,756  
|                                                                                                                   |  |                           |           
|Cash flows from financing activities                                                                               |  |                           |           
|Proceeds from sale of common shares                                                                                |  |                           | -         
|Increase (decrease) of Shareholder loans                                                                           |  |                           | (267,270  
|Increases in long term debt                                                                                        |  |                           | 283,500   
|Repayment of long term debt                                                                                        |  |                           | (514,744  
|Increases in notes payable – related parties                                                                       |  |                           | 4,473,206 
|Repayment of notes payable – related parties                                                                       |  |                           | (49,100   
|                                                                                                                   |  |                           |           
|Net cash flows from financing activities – continuing operations                                                   |  |                           | 3,925,592 
|Net cash flows from financing activities – discontinued operations                                                 |  |                           | (181,826  
|Net cash flows from financing activities                                                                           |  |                           | 3,743,766 
|                                                                                                                   |  |                           |           
|Increase (decrease) in cash and cash equivalents                                                                   |  |                           | 60,825    
|Cash and cash equivalents, beginning                                                                               |  |                           | 9,522     
|                                                                                                                   |  |                           |           
|Cash and cash equivalents, ending                                                                                  |  | $                         | 70,347    
|                                                                                                                   |  |                           |           
|Cash paid for interest                                                                                             |  | $                         | 93,425    
|                                                                                                                   |  |                           |           
|Cash paid for taxes                                                                                                |  | $                         | -         



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---

Supplemental schedule of non-cash financing and investing activities:

---



| | ● | October 2013, the Company issued 500 000 common shares for services                                   
| | - | ------------------------------------------------------------------------------------------------------
| | ● | November 2013, the Company issued 625,000 common shares for services                                  
| | ● | February 2014, the Company issued 1,102,564 common shares in satisfaction of debt                     
| | ● | February 2014, the Company issued 4,000,000 common shares for services                                
| | ● | March 2014, the Company issued 2,356,472 common shares in satisfaction of debt                        
| | ● | May 2014, the Company issued 3,231,118 common shares in satisfaction of debt                          
| | ● | May 2014, the Company issued 1,100,000 warrants for services                                          
| | ● | June 2014, the Company issued 3,000,000 warrants for services                                         
| | ● | June 2014, the Company issued 4,255,534 common shares in satisfaction of debt                         
| | ● | June 2014, the Company issued 1,000,000 common shares as part of a judgment settlement                
| | ● | July 2014, the Company issued 2,129,032 common shares in satisfaction of debt                         
| | ● | July 2014, the Company issued 2,129,032 common shares in satisfaction of debt                         
| | ● | August 2014, the Company issued 25,700,000 warrants for services                                      
| | ● | August 2014, the Company issued 1,700,000 common shares in satisfaction of debt                       
| | ● | August 2014, the Company issued 2,500,000 common shares for services                                  
| | ● | August 2014, the Company issued 750,000 common shares for costs associated with settlement of debt    
| | ● | September 2014, the Company issued 10,187,500 warrants for services                                   
| | ● | November 2014, the Company issued 1,500,000 common in association to the extension of debt            
| | ● | December 2014, the Company issued 1,313,450 common shares in satisfaction of debt                     
| | ● | March 2015, the Company issued 12,000,000 common stock warrants in association with obtaining new debt
| | ● | March 2015, the Company issued 2,000,000 common stock warrants as a part of a debt settlement         
| | ● | June 2015, the Company issued 2,000,000 common shares for services                                    



See accompanying notes to consolidated financial statements.



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BULOVATECHNOLOGIES GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIT - unaudited



|                                               |  | Preferred Stock  |               |  | Common Stock |   |        |                  |  |  |            |  |  |                         |        |  |                            |   |         |                       |  |  
|---------------------------------------------- |  | ---------------- | ------------- |  | ------------ | - | ------ | ---------------- |  |  | ---------- |  |  | ----------------------- | ------ |  | -------------------------- | - | ------- | --------------------- |  | -
|                                               |  | Number of
Shares |               |  | Amount       |   |        | Number of
Shares |  |  | Amount     |  |  | Subscription Receivable |        |  | Additional
Paid in
Capital |   |         | Accumulated (deficit) |  |  
|Balances, September 30, 2013                   |  |                  | 4,000,000,000 |  |              | $ | 40,000 |                  |  |  | 21,001,316 |  |  | $                       | 21,001 |  |                            | $ | (66,000 | )                     |  | $
|Issuance of shares for services                |  |                  |               |  |              |   |        |                  |  |  | 5,125,000  |  |  |                         | 5,125  |  |                            |   |         |                       |  |  
|Issuance of shares in satisfaction of debt     |  |                  |               |  |              |   |        |                  |  |  | 3,459,036  |  |  |                         | 3,459  |  |                            |   |         |                       |  |  
|Sale of common shares                          |  |                  |               |  |              |   |        |                  |  |  | 12,000,000 |  |  |                         | 12,000 |  |                            |   |         |                       |  |  
|Issuance of shares in satisfaction of debt     |  |                  |               |  |              |   |        |                  |  |  | 7,486,652  |  |  |                         | 7,487  |  |                            |   |         |                       |  |  
|Issuance of shares for settlement              |  |                  |               |  |              |   |        |                  |  |  | 1,000,000  |  |  |                         | 1,000  |  |                            |   |         |                       |  |  
|Issuance of shares in satisfaction of debt     |  |                  |               |  |              |   |        |                  |  |  | 5,958,064  |  |  |                         | 5,958  |  |                            |   |         |                       |  |  
|Issuance of shares for services                |  |                  |               |  |              |   |        |                  |  |  | 3,250,000  |  |  |                         | 3,250  |  |                            |   |         |                       |  |  
|Issuance of warrants                           |  |                  |               |  |              |   |        |                  |  |  |            |  |  |                         |        |  |                            |   |         |                       |  |  
|Net loss for the year ended September 30, 2014 |  |                  |               |  |              |   |        |                  |  |  |            |  |  |                         |        |  |                            |   |         |                       |  |  
|Balances, September 30, 2014                   |  |                  | 4,000,000,000 |  |              | $ | 40,000 |                  |  |  | 59,280,068 |  |  | $                       | 59,280 |  |                            | $ | (66,000 | )                     |  | $
|Issuance of shares associated with debt        |  |                  |               |  |              |   |        |                  |  |  | 1,500,000  |  |  |                         | 1,500  |  |                            |   |         |                       |  |  
|Issuance of shares in satisfaction of debt     |  |                  |               |  |              |   |        |                  |  |  | 1,313,450  |  |  |                         | 1,313  |  |                            |   |         |                       |  |  
|Issuance of shares for services                |  |                  |               |  |              |   |        |                  |  |  | 5,000,000  |  |  |                         | 5,000  |  |                            |   |         |                       |  |  
|Issuance of warrants associated with new debt  |  |                  |               |  |              |   |        |                  |  |  |            |  |  |                         |        |  |                            |   |         |                       |  |  
|Issuance of warrants associated with new debt  |  |                  |               |  |              |   |        |                  |  |  |            |  |  |                         |        |  |                            |   |         |                       |  |  
|Issuance of shares for services                |  |                  |               |  |              |   |        |                  |  |  | 2,000,000  |  |  |                         | 2,000  |  |                            |   |         |                       |  |  
|Issuance of warrants for services              |  |                  |               |  |              |   |        |                  |  |  |            |  |  |                         |        |  |                            |   |         |                       |  |  
|Debt discount associated with convertible debt |  |                  |               |  |              |   |        |                  |  |  |            |  |  |                         |        |  |                            |   |         |                       |  |  
|Net loss for the year ended September 30, 2015 |  |                  |               |  |              |   |        |                  |  |  |            |  |  |                         |        |  |                            |   |         |                       |  |  
|Balances, September 30, 2015                   |  |                  | 4,000,000,000 |  |              | $ | 40,000 |                  |  |  | 69,093,518 |  |  | $                       | 69,093 |  |                            | $ | (66,000 | )                     |  | $



See accompanying notes to consolidated financial statements.



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BULOVATECHNOLOGIES GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - unaudited

YEARS ENDED SEPTEMBER 30, 2015 AND 2014



|1. | Description of business:
|-- | ------------------------



Bulova Technologies Group, Inc. ("BLVT" or the "Company") was originally incorporated in Wyoming in 1979 as “Tyrex Oil Company”. During 2007, the Company divested itself of all assets and previous operations. During 2008, the Company filed for domestication to the State of Florida, and changed its name to Bulova Technologies Group, Inc. and changed its fiscal year from June 30 to September 30. On January 1, 2009 the Company acquired the stock of 3Si Holdings, Inc. (“3Si”) a private company that was under common control and began operations in Florida.



The Company also leases, on a month to month basis, an office in Frankfurt Germany to facilitate its European program.



Commencing in July of 2013, Bulova Technologies Machinery LLC leased approximately 6,000 square feet of office, showroom and warehouse space in Sanford, Florida, and approximately 10,000 square feet of office, showroom and warehouse space in Branchburg, New Jersey. As of August 27, 2014, BTM terminated these leases and relocated all of its operations to a new facility which includes 29,000 square feet of office, showroom and warehouse space in Clearwater, Florida to facilitate commercial sales of its industrial machine tool business.



At September 30, 2012, our former government manufacturing business was located on 261 acres owned by Ordnance in Mayo, Florida, where Ordnance operated a load, assembly, and pack facility specializing in fuzes, safe and arming devices and explosive simulators. This property was sold in October 2012 when Ordnance sold substantially all of its assets and discontinued operations.





The Company now has three major areas of focus which it conducts through its subsidiaries. Historically, the Company was dependent upon the Department of Defense as a customer, supplying the DoD with weaponry, ammunition and systems integration. For the reasons hereinafter described, the Company is engaged in a transition from DoD military product contracting. More recently, the Company has evolved to become a seller of high precision industrial machine tools, primarily through its distribution network. Most recently, the Company has begun the incubation and marketing of innovative technology products for which it believes it can lend value because of its highly recognizable name brand and extensive marketing experience.



|2. | Principles of consolidation and basis of presentation:
|-- | ------------------------------------------------------



These consolidated financial statements include the assets and liabilities of Bulova Technologies Group, Inc. and its subsidiaries as of September 30, 2015 and 2014. All material intercompany transactions have been eliminated.



On January 1, 2009, the Company acquired the stock of 3Si Holdings, Inc. (“3Si”) a privately held Florida corporation controlled by the then majority stockholder of the Company in exchange for 40,000,000 shares of its common stock. The assets and operations of 3Si have been accounted for in three operating subsidiaries, BT Manufacturing Company LLC, Bulova Technologies Ordnance Systems LLC, and Bulova Technologies (Europe) LLC (formerly Bulova Technologies Combat Systems LLC). In July of 2013, the Company formed Bulova Technologies Machinery LLC.



Bulova Technologies Machinery LLC - Formed in July of 2013, Bulova Technologies Machinery LLC represents the Company's entree into the machine tool business, and imports industrial machine tools and related equipment from recognized international sources and establishes a Distributor/Dealer Network throughout the United States and Canada.



Bulova Technologies Finance LLC - This subsidiary was created in 2015 to provide in-house financing to purchasers of BTM equipment. In August and September of 2015, the Company accomplished its first two finance activities through equipment leasing transactions.



Bulova Technologies (Europe) LLC – co-located at the Company’s headquarters in Tampa, Florida, this wholly-owned subsidiary (“Europe”), employing three people, was engaged in several lines of related business, including the Mortar Exchange Program, the offsets program, the administration of the blanket purchase agreement awarded to Ordnance by the Government, and the brokerage of commercial, small caliber ammunition. Pursuit of the Mortar Exchange Program, an offering made by a joint venture together with the TriGas Oil and Trade S.A. (a Swiss company) to NATO countries whereby the joint venture would sell new mortar rounds to such countries accepting, in partial payment, outdated mortar rounds for refurbishment, was halted during the course of the year so that Europe could concentrate on its commercial ammunition business. Similarly, pursuit of the offsets program, whereby the same joint venture partners offered to facilitate commercial entities in the U.S. with offsets (counter-purchases from friendly countries demanded by such countries in exchange for their purchases of U.S. made goods) was halted in 2013 for the same reason. Europe continues to administer the Ordnance BPA and broker the sale of Eastern European commercial small caliber ammunition to large U.S. customers on a wholesale basis and to small retail customers in the U.S.



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Bulova Technologies Advanced Products LLC- Newly created, and co-located at the Company’s headquarters in Clearwater, Florida, this subsidiary (“BTAP”) actively seeks technologically innovative products in industries in which the Bulova Technologies name and management team can bring value. Currently, BTAP is in the process of identifying several products in the healthcare and software areas which it may elect to pursue. The Company commenced operations in mid-2015 through two new subsidiaries, Bulova Technologies Healthcare Products LLC and Bulova Technologies Compliance and Security LLC.



Bulova Technologies Healthcare ProductsLLC -This subsidiary was formed in 2015 as the Company’s entrant into the health care field. This subsidiary has focused its attention initially on a technologically innovative and patented cast product for which it has certain U.S. distribution rights.



Bulova Technologies Compliance and Security LLC - Newly created, and co-located at the Company’s headquarters in Clearwater, Florida, this company is a joint venture. The Company’s ownership interest in this joint venture is 30 percent. The Company accounts for this joint venture interest using the equity method of accounting and does not consolidate its operations. At September 30, 2015, the operations of the joint venture reflect a loss in excess of the Company’s investment. As a result, the amount carried on the balance sheet as of September 30, 2015 is $0. This company was established to market the Enterprise Content Management Library ("ECM Library"©) and the companion K-3 Data Encryption software to government agencies, banks, law firms and mid to large size businesses. The ECM Library© software system provides for advanced search capability, high demand security, protection notification alerts, and back-up repository maintenance. The software provides unique layers of security in the access to the stored data. These layers actively monitor access to repository data, download and transmission of confidential files, insertion of external memory devices, on-line searches that have been performed, web-sites visited, and e-mails sent or received using the repository content. The Company anticipates operations to commence in mid-2016.



Bulova Technologies Ordnance Systems LLC. - Prior to discontinuance, its operations were located on 261 acres in Mayo, Florida. Ordnance was a load, assembly, and pack facility specializing in fuzes, safe and arming devices and explosive simulators. Bulova Technologies Ordnance Systems LLC is registered with the United States Department of State Directorate of Defense Trade Controls (DDTC). It produced a variety of pyrotechnic devices, ammunition and other energetic materials for the U. S. Government and other allied governments throughout the world. In October 2012, Ordnance sold substantially all of its assets to an unrelated party. The sale included both the right to perform Ordnance’s then-current contracts with the Department of Defense. As a result, the only remaining work with the DoD performed by Ordnance was the nominal performance of the contracts which were transferred (until a novation of the transferred contracts was to take place) and a remaining blanket purchase agreement (BPA) with the DoD whereby the DoD may order non-standard (e.g. Eastern European) weapons for shipment to friendly forces abroad. The BPA, which is now administered by representatives of Bulova Technologies (Europe) LLC, remains in place but Ordnance has received no orders thereunder since 2011, nor has it sought any new contracts from the DoD since 2012. Ordnance is engaged currently in litigation with the DoD concerning the propriety of a termination of a similar BPA which took place in July, 2010.



In the opinion of management, the accompanying consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position as of September 30, 2015 and 2014, and the results of operations and cash flows for the years ended September 30, 2015 and 2014.



Subsequent Events



The Company has evaluated subsequent events through January 4, 2016 to assess the need for potential recognition or disclosure in this report. Based upon this evaluation, management determined that all subsequent events that require recognition in the financial statements have been included.



Business Segments



Commencing with the Company’s formation of Bulova Technologies Machinery LLC, the Company now operates in two business segments, government contracting and ammunition and commercial machine tool sales. As the only income from government contracting for the years ended September 30, 2015 and 2014 was included in discontinued operations, the Company has determined not to present financial information by segment.



Use of Estimates



The preparation of the Company's financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.



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Financial Instruments



The carrying amounts of cash, receivables and current liabilities approximated fair value due to the short-term maturity of the instruments. Debt obligations were carried at cost, which approximated fair value due to the prevailing market rate for similar instruments.



Fair Value Measurement



All financial and nonfinancial assets and liabilities were recognized or disclosed at fair value in the financial statements. This value was evaluated on a recurring basis (at least annually). Generally accepted accounting principles in the United States define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on a measurement date. The accounting principles also established a fair value hierarchy which required an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Three levels of inputs were used to measure fair value.





| | Level 1: | Quotes market prices in active markets for identical assets or liabilities.                 
| | -------- | --------------------------------------------------------------------------------------------
| |          |                                                                                             
| | Level 2: | Observable market based inputs or unobservable inputs that were corroborated by market data.
| |          |                                                                                             
| | Level 3: | Unobservable inputs that were not corroborated by market data.                              



Equity method of accounting – Joint Venture



The Company accounts for its joint venture interest in Bulova Technologies Compliance and Security LLC using the equity method of accounting. The Company’s ownership interest in this joint venture is 30 percent. At September 30, 2015, the operations of the joint venture reflect a loss in excess of the Company’s investment. As a result, the amount carried on the balance sheet as of September 30, 2015 is $0.



Cash and Cash Equivalents



For purposes of the statements of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains its cash deposits in major financial institutions in the United States. At times deposits within a bank may exceed the amount of insurance provided on such deposits. Generally, these deposits are redeemed upon demand and, therefore, are considered by management to bear minimal risk.



Accounts receivable



Accounts receivable represent amounts due from customers in the ordinary course of business from sales activities in each of the Company’s business segments. The Company considers accounts more than 90 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. The Company generally does not require collateral for its accounts receivable. At September 30, 2015 and 2014 the Company has provided an allowance for doubtful accounts of $211,412 and $200,000 respectively.



Inventory





Inventory is stated at the lower of cost (first-in, first-out) or market. Market was generally considered to be net realizable value. Inventory consisted of materials used to manufacture the Company’s products work in process and finished goods ready for sale.



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The breakdown of inventory at September 30, 2015 and 2014 is as follows:



|                                         |  | September 30,
2015 |         |  | September 30,
2014 |  
|---------------------------------------- |  | ------------------ | ------- |  | ------------------ | -
|Finished goods                           |  | $                  | 253,195 |  |                    | $
|Materials and supplies                   |  |                    | 6,396   |  |                    |  
|                                         |  |                    |         |  |                    |  
|Total inventory of continuing operations |  | $                  | 259,591 |  |                    | $





Other current assets



Other current assets are comprised of the following at September 30, 2015 and 2014



|                              |  | September 30,
2015 |         |  | September 30,
2014 |  
|----------------------------- |  | ------------------ | ------- |  | ------------------ | -
|                              |  |                    |         |  |                    |  
|Prepaid expenses and deposits |  | $                  | 103,108 |  |                    | $
|Advances to shareholder       |  |                    | 245,440 |  |                    |  
|                              |  |                    |         |  |                    |  
|                              |  | $                  | 348,548 |  |                    | $





Fixed Assets



Fixed assets stated at cost, less accumulated depreciation. Depreciation is computed by applying principally the straight-line method to the estimated useful lives of the related assets. Useful lives range from 5 to 10 years for machinery, equipment, furniture and fixtures. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements. When property or equipment is retired or otherwise disposed of, the net book value of the asset is removed from the Company’s balance sheet and the net gain or loss is included in the determination of operating income. Property, plant and equipment acquired as part of a business acquisition are valued at fair value.



Fixed assets are comprised of the following at September 30, 2015 and 2014



|                                           |  | September 30,
2015 |         |   | September 30,
2014 |  
|------------------------------------------ |  | ------------------ | ------- | - | ------------------ | -
|                                           |  |                    |         |   |                    |  
|Funiture and fixtures                      |  | $                  | 407,113 |   |                    | $
|                                           |  |                    |         |   |                    |  
|                                           |  |                    | 407,113 |   |                    |  
|Less accumulated depreciation              |  |                    | (65,668 | ) |                    |  
|                                           |  |                    |         |   |                    |  
|Net fixed assets                           |  | $                  | 341,445 |   |                    | $
|                                           |  |                    |         |   |                    |  
|Net fixed assets - continuing operations   |  | $                  | 341,445 |   |                    | $
|Net fixed assets - discontinued operations |  | $                  | -       |   |                    | $



Impairment of Long-Lived Assets



The Company evaluates the carrying value of its long-lived assets at least annually. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted future cash flows estimated to be generated by those assets are less than the assets’ carrying amount. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying value or fair value, less costs to sell.



Discontinued Operations



In accordance with ASC 205-20, Presentation of Financial Statements-Discontinued Operations (“ASC 205-20”), we reported the results of BT Manufacturing Company LLC, our contract manufacturing segment and Bulova Technologies Ordnance Systems LLC, our government contracting segment as discontinued operations. The application of ASC 205-20 is discussed in Note 3 “Discontinued Operations”



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Revenue Recognition





Sales revenue is generally recognized upon the shipment of product to customers or the acceptance by customers of the product. Allowances for sales returns, rebates and discounts are recorded as a component of net sales in the period the allowances were recognized. A significant portion of the Company’s revenue is generated under various fixed and variable price contracts as follows:



Revenues on fixed-price type contracts are recognized using the Percentage-Of-Completion (POC) method of accounting as specified in government contract accounting standards and the particular contract. Revenues earned on fixed-price production contracts under which units are produced and delivered in a continuous or sequential process are recognized as units are delivered based on their contractual selling prices (the “Units-of-Delivery” basis of determination). Sales and profits on each fixed-price production contract under which units are not produced in a continuous or sequential process are recorded based on the ratio of actual cumulative costs incurred to the total estimated costs at completion of the contract, multiplied by the total estimated contract revenue, less cumulative sales recognized in prior periods (the “Cost-to-Cost” basis of determination). Under both types of basis for determining revenue earned, a single estimated total profit margin is used to recognize profit for each contract over its entire period of performance, which can exceed one year. The estimated total profit margin is evaluated on a periodic basis by management throughout the term of an individual contract to determine if the estimated total profit margin should be adjusted.



Cost of Revenues



The costs of revenues include direct materials and labor costs, and indirect labor associated with production and shipping costs.



Advertising Costs



The costs of advertising are expensed as incurred and are included in the Company’s operating expenses. The Company incurred advertising expenses of $34,450 for the year ended September 30, 2015 as compared to $0 for the year ended September 30, 2014.



Shipping Costs



The Company includes shipping costs in cost of revenues.



Income Taxes



Income tax benefits or provisions are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the recorded book basis and the tax basis of assets and liabilities for financial and income tax reporting. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities were recovered or settled. Deferred tax assets were also recognized for operating losses that were available to offset future taxable income and tax credits that were available to offset future federal income taxes, less the effect of any allowances considered necessary. The Company follows the guidance provided by ASC48,Accounting for Uncertainty in Income Taxes, for reporting uncertain tax provisions.



Income (Loss) per Common Share



Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of September 30, 2015, there were 129,392,933 common stock equivalents that were anti-dilutive and were not included in the calculation.



Effect of Recent Accounting Pronouncements



The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to September 30, 2015 through the date these financial statements were issued.



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Going Concern Matters



The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has sustained substantial losses, and has minimal assets. These factors, among others, indicate that the Company may not be able to continue as a going concern for a reasonable period of time.



The Company’s existence is dependent upon management’s ability to develop profitable operations and resolve its liquidity problems. The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.



3. Discontinued Operations



In October of 2012, Bulova Technologies Ordnance Systems LLC sold substantially all of its assets to an unrelated party, and discontinued operations. As a result of the decision to sell these assets, the Company has identified the assets and liabilities of Ordnance as pertaining to discontinued operations at September 30, 2015 and September 30, 2014 and has segregated its operating results and presented them separately as a discontinued operation for all periods presented.



Summarized operating results for discontinued operations is as follows:



|                                                       |  | Year Ended September 30, |         
|------------------------------------------------------ |  | ------------------------ | --------
|                                                       |  | 2015                     |         
|                                                       |  |                          |         
|Revenue                                                |  | $                        | -       
|Cost of Sales                                          |  |                          | -       
|Gross profit                                           |  |                          | -       
|Operating expenses and interest                        |  |                          | (276,622
|Other income (expense)                                 |  |                          | 398,148 
|Income (loss) from operations                          |  |                          | 121,526 
|Gain on disposal of discontinued operations            |  |                          | -       
|Income tax benefit                                     |  |                          | -       
|Income (loss) from discontinued operations, net of tax |  | $                        | 121,526 



The income (loss) from discontinued operations above do not include any income tax effect as the Company was not in a taxable position due its continued losses and a full valuation allowance









Summary of assets and liabilities of discontinued operations is as follows:



|                                                       |  | As of September 30, |          
|------------------------------------------------------ |  | ------------------- | ---------
|                                                       |  | 2015                |          
|                                                       |  |                     |          
|Cash                                                   |  | $                   | -        
|Accounts receivable                                    |  |                     | -        
|Inventory                                              |  |                     | -        
|Other current assets                                   |  |                     | -        
|Total current assets from discontinued operations      |  |                     | -        
|Property plant and equipment - net                     |  |                     | -        
|Other assets                                           |  |                     | -        
|Total assets from discontinued operations              |  | $                   | -        
|                                                       |  |                     |          
|                                                       |  |                     |          
|Accounts payable and accrued expenses                  |  | $                   | 450,000  
|Current portion of long-term debt                      |  |                     | 700,000  
|Provision for loss on disposal of business segment     |  |                     | -        
|Total current liabilities from discontinued operations |  |                     | 1,150,000
|Deferred revenue - contract dispute                    |  |                     | 6,071,700
|Total liabilities from discontinued operations         |  | $                   | 7,221,700



4.  Contract Dispute - Discontinued Operations



At September 30, 2015 and 2014, the Company has included in liabilities of discontinued operations the amount of $6,071,700 relative to a contract performance dispute of its wholly owned subsidiary, Bulova Technologies Ordnance Systems LLC, with the US Government. This amount represents deferred revenue arising from the percentage of completion accounting applied to a contract that was terminated prior to its completion. The Company has asserted various claims in this dispute and, consequently, is carrying this amount as long term pending resolution of the counter claims. There can be no assurance with respect to the outcome of this dispute.



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5. Long Term Debt



Long term debt consisted of the following at:



|                                                                                                                                                                                                                                                                                         |  | September 30,
2015 |           |   | September 30,
2014 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | --------- | - | ------------------ | -
|                                                                                                                                                                                                                                                                                         |  |                    |           |   |                    |  
|Note payable to an individual dated May 1, 2014 in the amount of $67,286, bearing interest at 4%, with a maturity date of April 1, 2019                                                                                                                                                  |  |                    | -         |   |                    |  
|                                                                                                                                                                                                                                                                                         |  |                    |           |   |                    |  
|Note payable to an individual dated January 25, 2013 and amended on August 1, 2014 in the amount of $50,000 payable at $4,000 monthly for eleven months and a final payment of $6,000 on July 10, 2015                                                                                   |  |                    | 18,000    |   |                    |  
|                                                                                                                                                                                                                                                                                         |  |                    |           |   |                    |  
|Note payable to Capital Stack, LLC dated July 7, 2014 in the amount of $35,000 with no stipulated interest rate payable through 83 daily payments of $599                                                                                                                                |  |                    | -         |   |                    |  
|                                                                                                                                                                                                                                                                                         |  |                    |           |   |                    |  
|Note payable to Fast Advance Funding dated July 3, 2014 in the amount of $35,000 with no stipulated interest rate, payable through 66 daily payments of $689.39                                                                                                                          |  |                    | -         |   |                    |  
|                                                                                                                                                                                                                                                                                         |  |                    |           |   |                    |  
|Note payable to an individual dated April 30, 2013 in the amount of $60,000 non-interest bearing with a maturity of December 31, 2013                                                                                                                                                    |  |                    | -         |   |                    |  
|                                                                                                                                                                                                                                                                                         |  |                    |           |   |                    |  
|Note payable to Metro Bank dated February 14, 2014 with a maximum amount of $200,000 bearing interest at 4.65% with a maturity date of December 14, 2014                                                                                                                                 |  |                    | -         |   |                    |  
|                                                                                                                                                                                                                                                                                         |  |                    |           |   |                    |  
|Note payable to Westfield Bank for insurance finance agreement, dated August 1, 2014 bearing interest at 4%, final payment due May 1,2015                                                                                                                                                |  |                    | -         |   |                    |  
|                                                                                                                                                                                                                                                                                         |  |                    |           |   |                    |  
|Note payable to GovFunding, LLC dated October 24, 2012 in the amount of $553,763, bearing interest at 8%, payable quarterly principal of $69,220.38 plus accrued interest, with a maturity of October 24, 2014.                                                                          |  |                    | -         |   |                    |  
|                                                                                                                                                                                                                                                                                         |  |                    |           |   |                    |  
|Note payable to GovFunding LLC dated January 1, 2013 in the amount of $30,000, bearing interest at 8%, with a maturity date of December 31, 2013.                                                                                                                                        |  |                    | -         |   |                    |  
|                                                                                                                                                                                                                                                                                         |  |                    |           |   |                    |  
|Note payable to GovFunding LLC dated January 1, 2013 in the amount of $24,552 bearing interest at 8%, with a maturity of December 31, 2013                                                                                                                                               |  |                    | -         |   |                    |  
|                                                                                                                                                                                                                                                                                         |  |                    |           |   |                    |  
|Note payable to Keehan Trust Funding, LLC dated January 19, 2012 in the amount of $1,550,000, bearing interest at the rate of 10%. This note is secured by the assignment of the proceeds of a government contract with a value in excess of $4,700,000. Final payment due upon delivery |  |                    | 700,000   |   |                    |  
|                                                                                                                                                                                                                                                                                         |  |                    |           |   |                    |  
|Note payable to Ford Credit dated October 1, 2014 in the amount of $32,929 payable in 48 monthly installments of $744                                                                                                                                                                    |  |                    | 25,791    |   |                    |  
|                                                                                                                                                                                                                                                                                         |  |                    |           |   |                    |  
|Note payable to Power Up Lending Group, LTD dated August 25, 2015 in the amount of $100,000 with no stipulated interest rate payable through 126 daily payments of $1,071                                                                                                                |  |                    | 87,139    |   |                    |  
|                                                                                                                                                                                                                                                                                         |  |                    |           |   |                    |  
|Note payable to Power Up Lending Group, LTD dated September 17, 2015 in the amount of $50,000 with no stipulated interest rate payable through 126 daily payments of $536                                                                                                                |  |                    | 48,568    |   |                    |  
|                                                                                                                                                                                                                                                                                         |  |                    |           |   |                    |  
|Note payable to Westfield Bank for insurance finance agreement, dated August 1, 2014 bearing interest at 4%, final payment due May 1,2015                                                                                                                                                |  |                    | 18,819    |   |                    |  
|                                                                                                                                                                                                                                                                                         |  |                    |           |   |                    |  
|Convertible promissory note payable to Vis Vires Group, Inc. dated August 6, 2015 in the amount of $84,000, bearing interest at 8%, with a maturity date of May 10, 2016, net of discount of $28,300.                                                                                    |  |                    | 55,700    |   |                    |  
|                                                                                                                                                                                                                                                                                         |  |                    |           |   |                    |  
|Capital lease obligation dated July 16, 2015, bearing interest at 8%, payable at 3,355 monthly with a final payment due June 16, 2020                                                                                                                                                    |  |                    | 160,857   |   |                    |  
|                                                                                                                                                                                                                                                                                         |  |                    |           |   |                    |  
|                                                                                                                                                                                                                                                                                         |  |                    | 1,114,874 |   |                    |  
|Less current portion pertaining to continuing operations                                                                                                                                                                                                                                 |  |                    | (265,646  | ) |                    |  
|Less current portion pertaining to discontinued operations                                                                                                                                                                                                                               |  |                    | (700,000  | ) |                    |  
|Less long term portion associated with discontinued operations                                                                                                                                                                                                                           |  |                    | -         |   |                    |  
|                                                                                                                                                                                                                                                                                         |  | $                  | 149,228   |   |                    | $



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Principal maturities of long term debt for the next five years and thereafter are as follows:



|Period ended September 30, |  |   |           | 
|-------------------------- |  | - | --------- | 
|2016                       |  | $ | 965,646   | 
|2017                       |  |   | 39,967    | 
|2018                       |  |   | 42,711    | 
|2019                       |  |   | 37,206    | 
|2020                       |  |   | 29,344    | 
|Thereafter                 |  |   | -         | 
|                           |  | $ | 1,114,874 | 



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6. Notes Payable – Related Parties



Notes payable related parties consisted of the following at:



|                                                                                                                                                                                                                                                                              |  | September 30,
2015 |           |  | September 30,
2014 |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | --------- |  | ------------------ | -
|                                                                                                                                                                                                                                                                              |  |                    |           |  |                    |  
|Various promissory notes as of September 30, 2014 exchanged on January 1, 2015 for Convertible promissory notes payable to NFC III LLC bearing interest at 8%. These notes mature and all principal and interest is due and payable on March 31, 2020                         |  |                    | 1,356,819 |  |                    |  
|                                                                                                                                                                                                                                                                              |  |                    |           |  |                    |  
|Various promissory notes as of September 30, 2014 exchanged on January 1, 2015 for Convertible promissory notes payable to SIII Associates Limited Partnership bearing interest at 8%. These notes mature and all principal and interest is due and payable on March 31, 2020 |  |                    | 1,341,755 |  |                    |  
|                                                                                                                                                                                                                                                                              |  |                    |           |  |                    |  
|Promissory note as of September 30, 2014 exchanged on January 1, 2015 for a Convertible promissory note payable to SIII Associates Limited Partnership bearing interest at 8%. This note matures and all principal and interest is due and payable on March 31, 2020          |  |                    | 100,000   |  |                    |  
|                                                                                                                                                                                                                                                                              |  |                    |           |  |                    |  
|Various promissory notes as of September 30, 2014 exchanged on January 1, 2015 for Convertible promissory notes payable to SV Associates Limited Partnership bearing interest at 8%. These notes mature and all principal and interest is due and payable on March 31, 2020   |  |                    | 116,000   |  |                    |  
|                                                                                                                                                                                                                                                                              |  |                    |           |  |                    |  
|Various promissory notes as of September 30, 2014 exchanged on January 1, 2015 for Convertible promissory notes payable to Craigmore Machinery Company bearing interest at 8%. These notes mature and all principal and interest is due and payable on March 31, 2020         |  |                    | 418,712   |  |                    |  
|                                                                                                                                                                                                                                                                              |  |                    |           |  |                    |  
|Various promissory notes as of September 30, 2014 exchanged on January 1, 2015 for Convertible promissory notes payable to Gary Shapiro bearing interest at 8%. These notes mature and all principal and interest is due and payable on March 31, 2020                        |  |                    | 205,000   |  |                    |  
|                                                                                                                                                                                                                                                                              |  |                    |           |  |                    |  
|Promissory note as of September 30, 2014 exchanged on January 1, 2015 for a Convertible promissory note payable to Tropico Equity Partners LLC bearing interest at 8%. This note matures and all principal and interest is due and payable on March 31, 2020                  |  |                    | 68,161    |  |                    |  
|                                                                                                                                                                                                                                                                              |  |                    |           |  |                    |  
|Convertible promissory note payable to Tropico Management LP bearing interest at 8%. This note matures and all principal and interest is due and payable on March 31, 2020                                                                                                    |  |                    | 10,606    |  |                    |  
|                                                                                                                                                                                                                                                                              |  |                    |           |  |                    |  
|Convertible promissory notes payable to SF NextGen bearing interest at 8%. These notes mature and all principal and interest is due and payable on March 31, 2020                                                                                                             |  |                    | 180,000   |  |                    |  
|                                                                                                                                                                                                                                                                              |  |                    |           |  |                    |  
|Various promissory notes as of September 30, 2014 exchanged on January 1, 2015 for Convertible promissory notes payable to Banyan Capital Finance bearing interest at 8%. These notes mature and all principal and interest is due and payable on March 31, 2020              |  |                    | 23,000    |  |                    |  
|                                                                                                                                                                                                                                                                              |  |                    |           |  |                    |  
|Various promissory notes as of September 30, 2014 exchanged on January 1, 2015 for Convertible promissory notes payable to Colleen Stacy Shapiro 2007 Trust bearing interest at 8%. These notes mature and all principal and interest is due and payable on March 31, 2020    |  |                    | 160,000   |  |                    |  
|                                                                                                                                                                                                                                                                              |  |                    |           |  |                    |  
|Convertible promissory note payable to Colleen Stacy Shapiro 2007 Trust bearing interest at 8%. This note matures and all principal and interest is due and payable on March 31, 2020                                                                                         |  |                    | 20,000    |  |                    |  
|                                                                                                                                                                                                                                                                              |  |                    |           |  |                    |  
|Various promissory notes as of September 30, 2014 exchanged on January 1, 2015 for Convertible promissory notes payable to Rachel E Shapiro Trust bearing interest at 8%. These notes mature and all principal and interest is due and payable on March 31, 2020              |  |                    | 51,500    |  |                    |  
|                                                                                                                                                                                                                                                                              |  |                    |           |  |                    |  
|Various promissory notes as of September 30, 2014 exchanged on January 1, 2015 for Convertible promissory notes payable to Shapiro Family D1 Trust bearing interest at 8%. These notes mature and all principal and interest is due and payable on March 31, 2020             |  |                    | 150,000   |  |                    |  
|                                                                                                                                                                                                                                                                              |  |                    |           |  |                    |  
|Promissory note as of September 30, 2014 exchanged on January 1, 2015 for a Convertible Promissory Note payable to The Shapiro Family D1 Trust dated bearing interest at 8%. This note matures and all principal and interest is due and payable on March 31,2020             |  |                    | 400,000   |  |                    |  
|                                                                                                                                                                                                                                                                              |  |                    |           |  |                    |  
|Note payable to an individual dated April 30, 2013 in the amount of $26,269, non-interest bearing with a maturity of July 31, 2013                                                                                                                                            |  |                    | -         |  |                    |  
|                                                                                                                                                                                                                                                                              |  |                    |           |  |                    |  
|Convertible promissory note dated February 6, 2015 in the amount of $4,000,000 bearing interest at 7%, interest payable quarterly, with a maturity date of February 5, 2021, net of discount of $693,332.                                                                     |  |                    | 3,306,667 |  |                    |  
|                                                                                                                                                                                                                                                                              |  |                    |           |  |                    |  
|                                                                                                                                                                                                                                                                              |  |                    | 7,908,220 |  |                    |  
|Less current portion pertaining to continuing operations                                                                                                                                                                                                                      |  |                    | -         |  |                    |  
|Less current portion pertaining to discontinued operations                                                                                                                                                                                                                    |  |                    | -         |  |                    |  
|Less long term portion associated with discontinued operations                                                                                                                                                                                                                |  |                    | -         |  |                    |  
|                                                                                                                                                                                                                                                                              |  | $                  | 7,908,220 |  |                    | $



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Principal maturities of notes payable – related parties for the next five years and thereafter are as follows:



|Period ended September 30, |  |   |           | 
|-------------------------- |  | - | --------- | 
|2016                       |  | $ | -         | 
|2017                       |  |   | -         | 
|2018                       |  |   | -         | 
|2019                       |  |   | -         | 
|2020                       |  |   | 4,601,553 | 
|Thereafter                 |  |   | 3,306,667 | 
|                           |  | $ | 7,908,220 | 





7. Income Taxes



Deferred income taxes are the result of timing differences between book and tax basis of certain assets and liabilities, timing of income and expense recognition of certain items and net operating loss carry forwards. The Company evaluates temporary differences resulting from the different treatment of items for tax and accounting purposes and records deferred tax assets and liabilities on the balance sheet using the tax rates expected when the temporary differences reverse.



On January 1 2009 the Company acquired for stock of 3SI Holdings in exchange for shares of the Company's common stock. For income tax purposes this transaction has been treated as a tax free reorganization under the provisions of Section 368A of the Internal Revenue Code. 3SI Holdings had various net operating loss carry over’s. Because of the change in ownership of 3SI Holdings, the net operating loss carry-overs will transfer to the Company. The transferred net operating losses are subject to an annual limitation under the provisions of Section 382 of the Internal Revenue Code to offset future taxable income of the Company. These net operating loss carry-overs are included in the deferred tax asset of the Company.



The income tax provision consists of the following for the years ending September 30 2015 and 2014:



|                                   |  | 9/30/2015 |   |  | 9/30/2014 |  
|---------------------------------- |  | --------- | - |  | --------- | -
|Current                            |  |           |   |  |           |  
|Federal                            |  | $         | - |  |           | $
|State                              |  |           | - |  |           |  
|                                   |  |           |   |  |           |  
|Deferred - Continuing Operations   |  |           |   |  |           |  
|Federal                            |  |           | - |  |           |  
|State                              |  |           | - |  |           |  
|                                   |  | $         | - |  |           | $
|                                   |  |           |   |  |           |  
|Deferred - Discontinued Operations |  |           |   |  |           |  
|Federal                            |  |           | - |  |           |  
|State                              |  |           | - |  |           |  
|                                   |  | $         | - |  |           | $





The Company has previously recognized an income tax benefit for its operating losses generated since inception through September 30 2008 based on uncertainties concerning its ability to generate taxable income in future periods. Based on current events management has re-assessed the valuation allowance and the recognition of the deferred tax assets attributable to the net operating losses and other assets. Based on the Company’s history of losses and other negative evidence, the Company has determined that the valuation allowance should be increased accordingly to offset the entire deferred tax asset.



As of September 30, 2015 the Company had federal net operating loss carry forwards of approximately $21,890,000 and Florida net operating loss carry forwards of approximately $17,295,000. The federal net operating loss carry forwards will expire in 2022 through 2035 and state net operating loss carry forwards that will expire in 2028 through 2035.



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The components of deferred tax assets and liabilities as of September 30, 2015 and 2014 is as follows:



|                                                    |  | Current |            |  | Non-Current |  
|--------------------------------------------------- |  | ------- | ---------- |  | ----------- | -
|                                                    |  |         |            |  |             |  
|Deferred tax assets:                                |  |         |            |  |             |  
|NOL and contribution carry forwards                 |  | $       | -          |  |             | $
|Capital Loss Carry Over                             |  |         | -          |  |             |  
|Property & Equipment                                |  |         | -          |  |             |  
|Accrued Comp                                        |  |         | -          |  |             |  
|Accrued interest                                    |  |         | -          |  |             |  
|Allowance for doubtful accounts                     |  |         | -          |  |             |  
|Accrued expenses                                    |  |         | -          |  |             |  
|Share based Compensation                            |  |         | -          |  |             |  
|Contract settlement                                 |  |         | -          |  |             |  
|                                                    |  |         | -          |  |             |  
|                                                    |  |         |            |  |             |  
|Valuation Allowance                                 |  |         | -          |  |             |  
|Net Deferred Tax Asset                              |  | $       | -          |  |             | $
|                                                    |  |         |            |  |             |  
|Deferred tax (liabilities):                         |  |         |            |  |             |  
|                                                    |  |         | -          |  |             |  
|                                                    |  |         |            |  |             |  
|Net Deferred Tax Liability                          |  |         | -          |  |             |  
|                                                    |  |         |            |  |             |  
|                                                    |  |         |            |  |             |  
|Net deferred tax asset (liability)                  |  | $       | -          |  |             | $
|Less: current net deferred tax asset (liability)    |  |         | -          |  |             |  
|                                                    |  |         |            |  |             |  
|Net non-current deferred tax asset (liability)      |  | $       | -          |  |             | $
|                                                    |  |         |            |  |             |  
|The change in the valuation allowance is as follow: |  |         |            |  |             |  
|                                                    |  |         |            |  |             |  
|September 30, 2014                                  |  | $       | 13,445,050 |  |             |  
|September 30, 2015                                  |  |         | 15,138,296 |  |             |  
|                                                    |  |         |            |  |             |  
|Increase in valuation allowance                     |  | $       | 1,693,246  |  |             |  



The Company increased the valuation allowance by approximately $1,693,246 in the period ending September 30, 2015. The valuation allowance was decreased to offset the current year net operating loss carry over and other identified tax assets.



The income tax rate computed using the federal statutory rates is reconciled to the reported effective income tax rate as follows:





|Continuing Operations                   |  | 9/30/2015 |        |   | 9/30/2014 | 
|--------------------------------------- |  | --------- | ------ | - | --------- | 
|                                        |  |           |        |   |           | 
|Expected provision at US statutory rate |  |           | 34.00  | % |           | 
|State income tax net of federal benefit |  |           | 3.63   | % |           | 
|Permanent and Other Differences         |  |           | -      |   |           | 
|Valuation Allowance                     |  |           | -37.63 | % |           | 
|                                        |  |           |        |   |           | 
|Effective Income Tax Rate               |  |           | 0.00   | % |           | 



The Company files income tax returns on a consolidated basis in the United States federal jurisdiction and the State of Florida. As of September 30, 2015, the tax returns for the Company for the years ending 2011 through 2014 remain open to examination by the Internal Revenue Service and Florida Department of Revenue. The Company and its subsidiaries are not currently under examination for any period.



The Company has adopted a policy to recognize interest and penalties accrued related to unrecognized tax benefits in its income tax provision. The Company has evaluated its unrecognized tax benefits and determined that due to the NOL carry forwards, that no accrual of interest and penalties is required in the current period.



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8. Commitments and Contingencies



From time to time the Company may be a party to litigation matters involving claims against the Company.  Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.



At September 30, 2015 the Company no longer operates corporate and administrative offices in a facility that was leased by Ordnance, (a discontinued operation), from a non-affiliate in Tampa, Florida, approximating 5,000 square feet. The Tampa location was leased for a base monthly rental increased by a minimum of 2.5% each year through the expiration date of December 21, 2027. Management has determined not to accrue any additional rent pending a settlement.



On August 27, 2014, Bulova Technologies Machinery LLC entered into a six year lease for a facility which includes 29,000 square feet of office, showroom and warehouse space in Clearwater, Florida for $13,500 per month, and relocated all of its operations to this facility. This facility is leased from an entity controlled by shareholders of the Company.



The Company has also leased on a month to month basis, an office in Frankfurt, Germany to facilitate its European program.



Total rent expense for the year ended September 30, 2015 and 2014, was approximately $298,467 and $243,376 respectively.



The Company’s commitments for minimum lease payments, exclusive of any future settlement regarding the Ordnance lease, under these operating leases for the next five years and thereafter as of September 30, 2015 are as follows:



|Period ended September 30, |  |   |         | 
|-------------------------- |  | - | ------- | 
|2016                       |  | $ | 162,000 | 
|2017                       |  |   | 162,000 | 
|2018                       |  |   | 162,000 | 
|2019                       |  |   | 162,000 | 
|2020                       |  |   | 158,850 | 
|Thereafter                 |  |   | -       | 
|                           |  | $ | 806,850 | 



9. Related Party Transactions



The following related party transactions not disclosed elsewhere in this document are as follows:



The Company has received loans from major shareholders which were supported by notes bearing interest at 5% annually with restricted conversion features and no repayment schedule. The notes were originally issued for $1,500,000 for each shareholder then subsequently raised them to a maximum of $5,000,000. As of September 30, 2015, the only remaining balance associated with these notes is a temporary balance due from Stephen L. Gurba and Evelyn R. Gurba in the amount of $245,440, which amount is included in other assets.



Craigmore Machinery Company is the sole source supplier for the industrial machine tools and related equipment that are sold by Bulova Technologies Machinery LLC. Craigmore is owned by Gary Shapiro, a major shareholder of the Company. As of September 30, 2015, the Company had a balance of $733,922 included in accounts payable to Craigmore.



Included within Notes payable – related parties are various notes payable to Gary L Shapiro and / or entities controlled by Gary L. Shapiro and / or his family members. As of September 30, 2015, the total amount outstanding under these related party notes is $4,601,553.



On February 6, 2015, the Company issued a $4,000,000 7% Convertible Promissory Note payable to Richard Welkowitz, with interest payable quarterly and a maturity date of February 15, 2021. The debt may be converted into common stock of the Company at the following exchange rate: year 1; $.10/share: year 2, $.20/share; year 3, $.30/share; year 4, $.40/share; and year 5, $.50/share. Additionally, as part of the financing agreement, the Company issued 12,000,000 warrants to purchase the common stock of the Company at a strike price of $.02 per share for a period of ten years



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10.Stockholders’ Equity



Common Shares



On December 30, 2013, the Company affected a 1 for 200 reverse split of its common stock. The financial statements have been retroactively adjusted to reflect the effects of this reverse split. All equity issuances relative to common shares are presented as post reverse quantities (1/200), as compared to filings prior to the reverse.



Concurrently, the Company amended its articles to reduce the amount of authorized common shares from 5,000,000,000 to 500,000,000.



October 2013 – the Company issued 500,000 common shares for services



November 2013 – the Company issued 625,000 common shares for services



February 2014 – the Company issued 1,102,564 common shares as conversion of debt



February 2014 – the Company issued 4,000,000 common shares for services



March 2014 – the Company issued 2,356,472 common shares as conversion of debt



April 2014 – the Company issued 12,000,000 common shares for $142,800



May 2014 – the Company issued 3,231,118 common shares as conversion of debt



June 2014 – the Company issued 4,255,534 common shares as conversion of debt



June 2014 – the Company issued 1,000,000 common shares as part of a judgment settlement



July 2014 – the Company issued 4,258,064 common shares as conversion of debt



August 2014 – the Company issued 1,700,000 common shares as conversion of debt



August 2014 – the Company issued 2,500,000 common shares for services



September 2014 – the Company issued 750,000 common shares for services



November 2014, the Company issued 1,500,000 common shares in association with the extension of terms on existing debt



December 2014, the Company issued 1,313,450 common shares in satisfaction of debt



March 2015, the Company issued 5,000,000 common shares for the benefit of Stephen L. Gurba.



June 2015, the Company issued 2,000,000 common shares for services



Preferred shares



In November 2011, the Company amended its Articles of Incorporation to create a Preferred Shares class of stock, initially authorizing the Company to issue up to 2,000,000,000 preferred shares, with a par value of $.00001 per share, all of which were issued to our Chairman of the Board.



In September 2012, the Company amended its Articles of Incorporation to increase its authorization to issue preferred shares to 5,000,000,000 at a par value of $.00001.



February 25, 2013, the Company sold 2,000,000,000 preferred shares.



The preferred shares have co-voting rights with the outstanding common shares, so that the common shares and the preferred shares shall vote as though, together they were a single class of stock. The shares are redeemable by the Corporation at any time, with the permission of the Preferred Shareholders, at 1/1,000,000 of a cent per preferred share. These preferred shares have no conversion rights, no dividend rights, nor any liquidation preferences. These shares are not listed on any exchange.



Subscription receivable



In February 2013, the Company issued 20,589,981 warrants in exchange for subscription notes receivable of $66,000.



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Common Stock Warrants



The following table represents common stock warrant activity as of and for the year ended September 30, 2015:



|                                             |  | Number of
Shares |             |  | Weighted
Average
Exercise Price |   |      | Weighted
Average
Remaining
Contractual
Life (years) |  |  | Aggregate
Intrinsic
Value | 
|-------------------------------------------- |  | ---------------- | ----------- |  | ------------------------------- | - | ---- | --------------------------------------------------- |  |  | ------------------------- | 
|Warrants Outstanding - October 1, 2014       |  |                  | 98,842,993  |  |                                 | $ | 0.02 |                                                     |  |  | 8.6                       | 
|Granted / Vested                             |  |                  | 30,500,000  |  |                                 | $ | 0.02 |                                                     |  |  |                           | 
|Exercised                                    |  |                  | -           |  |                                 |   | -    |                                                     |  |  |                           | 
|Forfeited/expired/cancelled                  |  |                  | -           |  |                                 |   |      |                                                     |  |  |                           | 
|                                             |  |                  |             |  |                                 |   |      |                                                     |  |  |                           | 
|Warrants Outstanding – September 30, 2015    |  |                  | 129,342,993 |  |                                 | $ | 0.02 |                                                     |  |  | 8.3                       | 
|                                             |  |                  |             |  |                                 |   |      |                                                     |  |  |                           | 
|Outstanding Exercisable – October 1, 2014    |  |                  | 98,842,993  |  |                                 | $ | 0.02 |                                                     |  |  | 8.6                       | 
|Outstanding Exercisable – September 30, 2015 |  |                  | 129,342,993 |  |                                 | $ | 0.02 |                                                     |  |  | 8.3                       | 





11. Subsequent Events



Subsequent to September 30, 2015, the Company issued additional shares of its common stock as follows:



October 2015 – 75,000 common shares issued upon exercise of warrants



December 2015 – 5,000,000 common shares issued for the benefit of Stephen L. Gurba



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Item9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



There were no changes in, or disagreements with, accountants on accounting or financial disclosure as defined by Item 304 of Regulation S-K.



Item9A. Controls and Procedures

****

**Evaluation of Disclosure Controls and Procedures**



As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. This evaluation was carried out under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and the Company’s principal officer.

****

Based upon that evaluation, the principal executive officer and the principal financial officer concluded that the Company’s disclosure controls and procedures were not effective at September 30, 2015 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. The Company’s disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers as appropriate to allow timely decisions regarding required disclosure.



**Internal Control over Financial Reporting**

****

Management’s Report on Internal Control over Financial Reporting

****

Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is a process designed by, or under the supervision of, our principal executive and principal financial officers, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  The management of Bulova Technologies Group, Inc. is responsible for establishing and maintaining adequate internal control over our financial reporting.



Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the Internal Control – Integrated Frameworkdeveloped by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our internal control over financial reporting wasnot effective as of September 30, 2015.



*Changes in Internal Control over Financial Reporting*



There were no changes in our internal controls over financial reporting, that occurred during the fourth quarter of the fiscal year ended September 30, 2015 that has materially affected, or is reasonably likely to affect, our internal control over financial reporting.



PART III



Item10. Directors, Executive Officers and Corporate Governance



The executive officers, directors of the Company, and their ages and positions, are as follows as of September 30, 2015:





|Name                |  | Age |  | Office Held                                                 
|------------------- |  | --- |  | ------------------------------------------------------------
|Stephen L. Gurba    |  | 59  |  | Chairman of the Board. Chief Executive Officer and President
|                    |  |     |  |                                                             
|Craig Schnee        |  | 66  |  | Director, Secretary and General Counsel                     
|                    |  |     |  |                                                             
|William McMillen.   |  | 74  |  | Director and Chief Financial Officer (1)                    
|                    |  |     |  |                                                             
|Lynn Shapiro        |  | 58  |  | Director (2)                                                
|                    |  |     |  |                                                             
|Michael J. Perfetti |  | 57  |  | Chief Financial Officer (1)                                 
|                    |  |     |  |                                                             
|David Shapiro       |  | 29  |  | Director (2)                                                



|(1) | On October 6, 2014 William McMillen resigned as Chief Financial Officer and Michael J. Perfetti was appointed as the new Chief Financial Officer as of that date.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Lynn Shapiro resigned as a Director as of August 4, 2014 and David Shapiro was named as a successor effective as of that date.
|--- | ------------------------------------------------------------------------------------------------------------------------------





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Our bylaws provide that the number of members of our board of directors shall have up to (5) members. Our current number of directors is four (4). Directors are elected by the shareholders at the annual meeting and serve until their successors are duly elected and qualified. Directors are elected for a term of one (1) year. All of our officers serve at the discretion of our board of directors



The following is a biographical summary of the business experience of our directors and executive officers:



Stephen L. Gurba is Chairman of the Board, Chief Executive Officer and President. Mr. Gurba has over 35 years of experience in the design, development, production, and management of complex systems for the defense ammunition industry as well as commercial products. His experience has included responsibility for companies with sales of up to $300 million annually and employing as many as 2000 employees. Mr. Gurba has previously held the position of Senior Vice President of General Defense Corporation, Vice President of Marketing for Olin Ordnance, President of Valentec International Corporation, President and CEO of National Manufacturing Corporation, and President, CEO, and Sole Member of Bulova Technologies LLC. Mr. Gurba received an AA in Biology in 1976 from County College of Morris, a BA in Mathematics & Natural Science in 1978 from William Patterson College, an MBA in Executive Management and Administration in 1988 and a PhD in Business Administration in 1991 from Century University.



William E. McMillen is a board member, our Treasurer and Chief Financial Officer. Mr. McMillen is a highly experienced financial professional. He has served successfully as a principal, board member, chief executive officer and chief financial officer in his more than 40-year career in business in a variety of industries, to include manufacturing, merchant banking, private equity investment, commercial distribution and service. His activities and involvement have run the gamut from the formation of start-up companies, acquisition of existing entities, improved management of newly acquired companies and divestitures.



Craig Schnee is a board member, our Secretary and General Counsel. Mr. Schnee has served as a Senior Executive for Mr. Gurba's Management Team for more than two decades, holding the positions of Secretary, General Counsel, Senior Vice President of the Parent Company, and President of several operating subsidiaries engaged in Defense, Commercial and Retail Sales, respectively. He holds a J.D. from the University of Virginia and an MBA from the University of Pennsylvania.



Lynn Shapiro was a board member and a financial advisor. Ms. Shapiro is an experienced entrepreneur and business consultant.



David Shapiro is a board member. He is a graduate of Prescott College. He is author of several published books and owns and operates a publishing business. He is the son of Gary L. Shapiro, a major stockholder of the Company.



Audit Committee



The functions of an audit committee are currently carried out by our Board of Directors. Our Board of Directors has determined that we do not have an audit committee financial expert on our Board of Directors. As we do not currently compensate our Directors, we have been unable to attract a person who qualifies as a financial expert to serve on our Board of Directors.



Code of Ethics:



The Company has adopted a Code of Ethics which applies to all directors, officers and employees of the Company and its subsidiaries including the Principal Executive Officer and the Principal Financial Officer, which meets the requirement of a “code of ethics” as defined in Item 406 of Regulation S-K. The Company will provide a copy of the Code to shareholders pursuant to any request directed to the Company’s principal offices.



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Item11. Executive Compensation



The following summary compensation table sets forth certain information concerning compensation paid to our Principal Executive Officer, Secretary and Principal Financial Officer. We have no other executive officers that received compensation in excess of $100,000 for the years ended September 30, 2015 and 2014.



SUMMARY COMPENSATION TABLE - YEARS ENDED SEPTEMBER 30, 2015 AND 2014



|Name and Principal Position              |  | Year |  | Salary |           |  | Bonus |   |   | Stock
Awards |  |   | Option
Awards |  |  | Non-Equity
Incentive Plan
Compensation |   |  | Change in Pension Value
and non Qualified Deferred
Compensation Earnings |   |   | All Other
Compensation |  |   | Total | 
|---------------------------------------- |  | ---- |  | ------ | --------- |  | ----- | - | - | ------------ |  | - | ------------- |  |  | -------------------------------------- | - |  | ------------------------------------------------------------------------ | - | - | ---------------------- |  | - | ----- | 
|                                         |  |      |  |        |           |  |       |   |   |              |  |   |               |  |  |                                        |   |  |                                                                          |   |   |                        |  |   |       | 
|Stephen L. Gurba, Chairman of the Board, |  | 2014 |  | $      | 386,000   |  |       | $ | - |              |  | $ | -             |  |  | $                                      | - |  |                                                                          | $ | - |                        |  | $ | -     | 
|Chief Executive Officer and President    |  | 2015 |  | $      | 386,000   |  |       | $ | - |              |  | $ | -             |  |  | $                                      | - |  |                                                                          | $ | - |                        |  | $ | -     | 
|                                         |  |      |  |        |           |  |       |   |   |              |  |   |               |  |  |                                        |   |  |                                                                          |   |   |                        |  |   |       | 
|Craig S Schnee                           |  | 2014 |  | $      | 82,223    |  |       | $ | - |              |  | $ | -             |  |  | $                                      | - |  |                                                                          | $ | - |                        |  | $ | -     | 
|Secretary and General Counsel            |  | 2015 |  | $      | 120,000   |  |       | $ | - |              |  | $ | -             |  |  | $                                      | - |  |                                                                          | $ | - |                        |  | $ | -     | 
|                                         |  |      |  |        |           |  |       |   |   |              |  |   |               |  |  |                                        |   |  |                                                                          |   |   |                        |  |   |       | 
|Michael J. Perfetti                      |  | 2014 |  | $      | -         |  |       | $ | - |              |  | $ | -             |  |  | $                                      | - |  |                                                                          | $ | - |                        |  | $ | -     | 
|Chief Financial Officer                  |  | 2015 |  | $      | 120,000   |  |       | $ | - |              |  | $ | -             |  |  | $                                      | - |  |                                                                          | $ | - |                        |  | $ | -     | 
|                                         |  |      |  |        |           |  |       |   |   |              |  |   |               |  |  |                                        |   |  |                                                                          |   |   |                        |  |   |       | 
|                                         |  |      |  |        |           |  |       |   |   |              |  |   |               |  |  |                                        |   |  |                                                                          |   |   |                        |  |   |       | 
|                                         |  |      |  | $      | 1,094,223 |  |       | $ | - |              |  | $ | -             |  |  | $                                      | - |  |                                                                          | $ | - |                        |  | $ | -     | 















The following table summarizes the Company’s Outstanding Equity Awards at fiscal year ended September 30, 2015



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END



|                     |  | OPTION AWARDS                                                     |           |  | STOCK AWARDS                                                        | 
|-------------------- |  | ----------------------------------------------------------------- | --------- |  | ------------------------------------------------------------------- | 
|Name                 |  | Number of
Securities
Underlying
Unexercised
Optons, #
Exercisable |           |  | Number of
Securities
Underlying
Unexercised
Optons, #
Unexercisable | 
|                     |  |                                                                   |           |  |                                                                     | 
|Stephen L. Gurba (1) |  |                                                                   | 5,000,000 |  |                                                                     | 
|Craig Schnee         |  |                                                                   | 250,000   |  |                                                                     | 
|Craig Schnee         |  |                                                                   | 250,000   |  |                                                                     | 
|Craig Schnee         |  |                                                                   | 3,113,920 |  |                                                                     | 
|William McMillen     |  |                                                                   | 3,166,667 |  |                                                                     | 
|Lynn Shapiro         |  |                                                                   | 3,961,702 |  |                                                                     | 



(1) - includes 5,000,000 warrants owned by his spouse



Table Of Contents


DIRECTOR COMPENSATION



|Name and Principal Position |  | Fees Earned or Paid
in Cash ($) |   |  | Stock
Awards |  |   | Option
Awards |  |  | Non-Equity
Incentive Plan
Compensation |  |  | Change in Pension Value
and non Qualified Deferred
Compensation Earnings ($) |   |  | All Other
Compensation ($) |   |   | Total | 
|--------------------------- |  | ------------------------------- | - |  | ------------ |  | - | ------------- |  |  | -------------------------------------- |  |  | ---------------------------------------------------------------------------- | - |  | -------------------------- | - | - | ----- | 
|                            |  |                                 |   |  |              |  |   |               |  |  |                                        |  |  |                                                                              |   |  |                            |   |   |       | 
|Stephen L. Gurba            |  | $                               | - |  |              |  | - |               |  |  | -                                      |  |  |                                                                              | - |  |                            | $ | - |       | 
|Craig Schnee                |  | $                               | - |  |              |  | - |               |  |  | -                                      |  |  |                                                                              | - |  |                            | $ | - |       | 
|William E McMillen          |  | $                               | - |  |              |  | - |               |  |  | -                                      |  |  |                                                                              | - |  |                            | $ | - |       | 
|David Shapiro               |  | $                               | - |  |              |  | - |               |  |  | -                                      |  |  |                                                                              | - |  |                            | $ | - |       | 



We maintain a policy whereby our directors may be compensated for out of pocket expenses incurred by each of them in the performance of their relevant duties. Directors do not receive any form of compensation.



Stephen L. Gurba has a three year employment contract with the Company dated February 25, 2013 , providing for an annual salary of $386,000 and various fringe benefits, to include use of an automobile, corporate country club membership not to exceed $12,000 annually, and term life, disability and health insurance. He also is eligible for up to a $200,000 bonus annually based upon meeting certain sales and EBITDA goals. There was no bonus paid during the years ended September 30, 2015 and 2014.



Item12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters



The table below lists the beneficial ownership of our voting securities by each person known by us to be the beneficial owner of more than 5% of such securities, as well as by each of our directors and officers as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.



The information reflected in the following table was furnished by the persons listed therein. The calculations of the percent of shares beneficially owned are based on 69,093,518 shares of common stock and 4,000,000,000 shares of preferred stock issued and outstanding on September 30, 2015, as well as 129,342,993 warrants.



|Name and Address of Beneficial Owner  |  | Amount and Nature of Beneficial Ownership (1) |  | Percent of Class
|------------------------------------- |  | --------------------------------------------- |  | ----------------
|                                      |  |                                               |  |                 
|Stephen L. and Evelyn Gurba (2)       |  | 2,006,230,000                                 |  | 47.79%          
|12645 49th Street North               |  |                                               |  |                 
|Clearwater, Fl 33762                  |  |                                               |  |                 
|                                      |  |                                               |  |                 
|Gary L. Shapiro (3)                   |  | 852,295,036                                   |  | 20.30%          
|2R Judiths Fancy                      |  |                                               |  |                 
|Christiansted, USVI 00824             |  |                                               |  |                 
|                                      |  |                                               |  |                 
|Harold J. Hoodwin (4)                 |  | 600,500,000                                   |  | 14.30%          
|Houston, TX 77096                     |  |                                               |  |                 
|                                      |  |                                               |  |                 
|David Goose (5)                       |  | 601,500,000                                   |  | 14.33%          
|189 Hammock Oak Circle                |  |                                               |  |                 
|Debary, Fl 32713                      |  |                                               |  |                 
|                                      |  |                                               |  |                 
|William McMillen (6)                  |  | 5,166,667                                     |  | 0.12%           
|22107 Martella Avenue                 |  |                                               |  |                 
|Boca Raton, Fl 33433                  |  |                                               |  |                 
|                                      |  |                                               |  |                 
|David Shapiro (7)                     |  | 2,000,000                                     |  | 0.05%           
|1410 SE 53rd Avenue                   |  |                                               |  |                 
|Portland, OR 97215                    |  |                                               |  |                 
|                                      |  |                                               |  |                 
|Craig Schnee (8)                      |  | 6,613,920                                     |  | 0.16%           
|12645 49th Street North               |  |                                               |  |                 
|Clearwater, Fl 33762                  |  |                                               |  |                 
|                                      |  |                                               |  |                 
|Michael J Perfetti (9)                |  | 2,500,000                                     |  | 0.06%           
|1035 Eniswood Parkway                 |  |                                               |  |                 
|Palm Harbor, Fl 34683                 |  |                                               |  |                 
|                                      |  |                                               |  |                 
|All Officers and Directors as a group |  | 2,022,510,587                                 |  | 48.17%          
|                                      |  |                                               |  |                 



| | (1) | Beneficial ownership is determined in accordance with Commission rules and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and preferred stock currently exercisable or convertible within sixty (60) days, would be counted as outstanding for computing the percentage of the person holding such options or warrants..
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Table Of Contents




| | (2) | Includes 2,000,000,000 preferred shares and 1,230,000 common shares owned jointly with his spouse and 5,000,000 warrants owned by his spouse exercisable until February 2025.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Includes 800,000,000 preferred shares owned by Fieldstone Associates LLC, an entity owned by Gary Shapiro, 6,000,000 common shares owned through individual retirement accounts of Gary Shapiro and his spouse and 43,295,036 warrants owned through individual retirement accounts of Gary Shapiro and his spouse, exercisable until March 2025
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Includes 600,000,000 preferred shares and 1,500,000 warrants exercisable until
| | --- | ------------------------------------------------------------------------------

| | (5) | Includes 600,000,000 preferred shares and 500,000 warrants exercisable until
| | --- | ----------------------------------------------------------------------------

| | (6) | Includes 2,000,000 common shares owned through individual through individual retirement accounts of William McMillen and his spouse and 3,166,667 warrants exercisable until August 2023.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | Includes 2,000,000 common shares owned through individual retirement accounts of David Shapiro
| | --- | ----------------------------------------------------------------------------------------------

| | (8) | Includes 3,000,000 common shares and 3,613,920 warrants exercisable until
| | --- | -------------------------------------------------------------------------

| | (9) | Includes 2,500,000 common shares
| | --- | --------------------------------



Item13. Certain Relationships and Related Transactions and Director Independence



The Company had received loans from two (2) major shareholders, which were supported by notes bearing interest at 5% annually with restricted conversion features and no repayment schedule. The notes were originally issued for $1,500,000 for each shareholder then subsequently raised to a maximum of $5,000,000. As of September 30, 2015, the only remaining balance associated with these notes is a balance due from Stephen L. Gurba and Evelyn R. Gurba in the amount of $245,440.



Item14. Principal Accountant Fees and Services



As of July 6, 2015, the firm of DKM Certified Public Accountants resigned as our independent public accountant. As of July 6, 2015, we have engaged the firm of Stevenson & Company CPAs LLC of Tampa, Florida as our independent public accountant. On December 22, 2015, we received a letter from the Securities and Exchange Commission referencing a suspension of DKM Certified Public Accountants from practicing before the Commission. The effect of this action requires us to re-audit the prior year. Therefore, we have modified our engagement with Stevenson & Company CPAs LLC to include both years ended September 30, 2015 and 2014.



(1) Audit Fees



The aggregate fees billed for each of the last two fiscal years for professional services to be rendered by our new audit firm; the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:



| | 2015 | $ | 28,000 |  | 
| | ---- | - | ------ |  | 
| | 2014 | $ | 19,000 |  | 



(2) Audit-Related Fees



The aggregate fees billed in each of the last two fiscal years for assurance and related services by the aforementioned firm; the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:



| | 2015 | $ | 0.00 |  | 
| | ---- | - | ---- |  | 
| | 2014 | $ | 0.00 |  | 



(3) Tax Fees



The aggregate fees billed in each of the last two fiscal years for professional services rendered; the principal accountant for tax compliance, tax advice, and tax planning was:



| | 2015 | $ | 0.00 |  | 
| | ---- | - | ---- |  | 
| | 2014 | $ | 0.00 |  | 



(4) All Other Fees



The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:



| | 2015 | $ | 0.00 |  | 
| | ---- | - | ---- |  | 
| | 2014 | $ | 0.00 |  | 



Table Of Contents




(5) Our audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.



(6) The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.



PART IV



Item15. Exhibits and Financial Statement Schedules

|            |                                                               |      |  |  |                                                                                                                                                        
|----------- | ------------------------------------------------------------- | ---- |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) and (c) | The consolidated financial statements are included in Item 8.
|            |                                                               |      |  |  |                                                                                                                                                        
|(b)         | Exhibits:                                                     |      | 
|            |                                                               |      | 
|            |                                                               | 10.1 |  |  | Acquisition and Exchange Agreement between Bulova Technologies Group, Inc. and the shareholders of 3Si Holdings, Inc., dated January 1, 2009 (*)       
|            |                                                               |      |  |  |                                                                                                                                                        
|            |                                                               | 10.2 |  |  | Asset Purchase Agreement between Anuva Manufacturing Services, Incorporated and BT Manufacturing Company LLC, dated December 31, 2010. (**)            
|            |                                                               |      |  |  |                                                                                                                                                        
|            |                                                               |      |  |  |                                                                                                                                                        
|            |                                                               | *    |  |  | Previously filed as Exhibit to, and incorporated by reference from, the Company’s Form 10K for the year ended September 30, 2009, on November 16, 2010.
|            |                                                               |      |  |  |                                                                                                                                                        
|            |                                                               | **   |  |  | Previously filed as Exhibit to, and incorporated by reference from, the Company’s Form 10K for the year ended September 30, 2011, on January 13, 2012. 



SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the Company has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| |                                 |                             |  | 
| | ------------------------------- | --------------------------- |  | 
| | Bulova Technologies Group, Inc. |                            
| |                                 |                            
| | By                              | /s/ Stephen L. Gurba        | 
| |                                 | Stephen L. Gurba            | 
| |                                 | Principal Executive Officer | 
|



DATED: January 13, 2016



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Company and on the dates indicated.

|                                         |  |  |  |                  |  | 
|---------------------------------------- |  |  |  | ---------------- |  | 
|/s/ Stephen L. Gurba                     |  |  |  |                  |  | 
|                                         |  |  |  | January 13, 2016 |  | 
|Stephen L. Gurba                         |  |  |  |                  |  | 
|Director and Principal Executive Officer |  |  |  |                  |  | 
|                                         |  |  |  |                  |  | 

|/s/ Michael J. Perfetti                    |  |  |  |                  |  | 
|------------------------------------------ |  |  |  | ---------------- |  | 
|                                           |  |  |  | January 13, 2016 |  | 
|Michael J. Perfetti                        |  |  |  |                  |  | 
|Principal Financial and Accounting Officer |  |  |  |                  |  | 
|                                           |  |  |  |                  |  | 
|/s/ William E. McMillen                    |  |  |  |                  |  | 
|                                           |  |  |  | January 13, 2016 |  | 
|William E. McMillen                        |  |  |  |                  |  | 
|Director                                   |  |  |  |                  |  | 



Table Of Contents




|/s/ Craig Schnee  |  |  |  |                  |  | 
|----------------- |  |  |  | ---------------- |  | 
|                  |  |  |  | January 13, 2016 |  | 
|Craig Schnee      |  |  |  |                  |  | 
|Director          |  |  |  |                  |  | 
|                  |  |  |  |                  |  | 
|/s/ David Shapiro |  |  |  |                  |  | 
|                  |  |  |  | January 13, 2016 |  | 
|David Shapiro     |  |  |  |                  |  | 
|Director          |  |  |  |                  |  | 





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