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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549





FORM 10-K







|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended June 30, 2008

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

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
incorporation or organization) |  | (IRS Employer
Identification No.)

19337 U.S. Highway 19 North, Suite 525

Clearwater, Florida 33764

(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, $.01 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  x

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  x

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  x    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.  x

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   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | x

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

As of March 29, 2010, the aggregate market value of the voting stock held by non-affiliates of the Company was $4,915,600, 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 March 29, 20110, the Company had 80,052,909 shares of
Common Stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

There are no documents incorporated by reference









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##### Table of Contents

BULOVA TECHNOLOGIES GROUP, INC.

FORM 10-K

FOR THE FISCAL YEAR ENDED JUNE 30, 2008

TABLE OF CONTENTS



|                                                                                                                                                                            |  |                                                                                                |  |     
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                                                            |  |                                                                                                |  | Page
|                                                                                                                                                                            |  | PART I                                                                                         |  |     
|                                                                                                                                                                            |  |                                                                                               
|Item 1.                                                                                                                                                                     |  | Business                                                                                       |  | 2   
|                                                                                                                                                                            |  |                                                                                               
|Item 2.                                                                                                                                                                     |  | Properties                                                                                     |  | 5   
|                                                                                                                                                                            |  |                                                                                               
|Item 3.                                                                                                                                                                     |  | Legal Proceedings                                                                              |  | 5   
|                                                                                                                                                                            |  |                                                                                               
|Item 4.                                                                                                                                                                     |  | Submission of Matters to a Vote of Security Holders                                            |  | 5   
|                                                                                                                                                                            |  |                                                                                               
|                                                                                                                                                                            |  | PART II                                                                                        |  |     
|                                                                                                                                                                            |  |                                                                                               
|Item 5.                                                                                                                                                                     |  | Market for Registrants Common Equity and Related Stockholder Matters                          |  | 6   
|                                                                                                                                                                            |  |                                                                                               
|Item 7.                                                                                                                                                                     |  | Managements Discussion and Analysis of Financial Condition and Results of
Operations          |  | 6   
|                                                                                                                                                                            |  |                                                                                               
|Item 8.                                                                                                                                                                     |  | Consolidated Financial Statements                                                              |  | 9   
|                                                                                                                                                                            |  |                                                                                               
|Item 9.                                                                                                                                                                     |  | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure           |  | 19  
|                                                                                                                                                                            |  |                                                                                               
|Item 9A.                                                                                                                                                                    |  | Controls and Procedures                                                                        |  | 19  
|                                                                                                                                                                            |  |                                                                                               
|                                                                                                                                                                            |  | PART III                                                                                       |  |     
|                                                                                                                                                                            |  |                                                                                               
|Item 10.                                                                                                                                                                    |  | Directors, Executive Officers and Corporate Governance of the Registrant                       |  | 20  
|                                                                                                                                                                            |  |                                                                                               
|Item 11.                                                                                                                                                                    |  | Executive Compensation                                                                         |  | 20  
|                                                                                                                                                                            |  |                                                                                               
|Item 12.                                                                                                                                                                    |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters |  | 22  
|                                                                                                                                                                            |  |                                                                                               
|Item 13.                                                                                                                                                                    |  | Certain Relationships and Related Transactions and Director Independence                       |  | 22  
|                                                                                                                                                                            |  |                                                                                               
|Item 14.                                                                                                                                                                    |  | Principal Accountant Fees and Services                                                         |  | 23  
|                                                                                                                                                                            |  |                                                                                               
|                                                                                                                                                                            |  | PART IV                                                                                        |  |     
|                                                                                                                                                                            |  |                                                                                               
|Item 15.                                                                                                                                                                    |  | Exhibits and Financial Statement Schedules                                                     |  | 24  
|                                                                                                                                                                            |  |                                                                                               
|                                                                                                                                                                            |  | Signatures                                                                                     |  | 24  
|                                                                                                                                                                            | 
|EX-31.1 Rule 13a-14(a) Certification of President and Principal Executive Officer                                                                                           |  | 25                                                                                            
|                                                                                                                                                                            | 
|EX-31.2 Rule 13a-14(a) Certification of Treasurer and Principal Financial Officer                                                                                           |  | 26                                                                                            
|                                                                                                                                                                            | 
|EX-32.1 Certification of President and Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 
906 of the Sarbanes-Oxley Act of 2002 |  | 27                                                                                            
|                                                                                                                                                                            | 
|EX-32.2 Certification of Treasurer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 
906 of the Sarbanes-Oxley Act of 2002 |  | 28                                                                                            



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##### Table of Contents

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,

Item 1 . Business

Business Development

Bulova Technologies Group, Inc. (we, us, our, or the Company) was originally created as a Wyoming
corporation formed in 1979 under the name Tyrex Oil Company. In 2008, the Company filed for domestication to the State of Florida, and in November 2008, the Company changed its name to Bulova Technologies Group, Inc. We had two wholly
owned subsidiaries for the year ended June 30, 2007, including 3Si, Inc., a Colorado corporation (3Si), where all of our operations were conducted during the period covered by this report, and KEWi.net, Inc., also a Colorado corporation, which
was dormant. On May 28, 1997, we acquired 3Si through a reverse merger by issuing 72% or our outstanding stock to the 3Si shareholders in exchange for 100% of their common stock. On July 1, 2007 we concluded a sale of all assets the
Companies two wholly owned subsidiaries for the assumption of almost all of the liabilities of the Company. All references to us herein below include Bulova Technologies Group, Inc. and 3Si, Inc jointly when referring to comparative data as pertains
to the prior year ended June 30, 2007, All other references to us herein below include only Bulova Technologies Group, Inc subsequent to the above sale unless specifically stated otherwise.

For the fiscal year ended June 30, 2008, the Companys focus was on initially concluding the sale of its assets and subsidiaries, and then the
development of the direction of management in evaluating other software and internet technologies.

Segments

The Company does not operate in more than one business segment.

Description of Business

On
June 17, 2007, the Company entered into a purchase agreement to sell all of its current business operations, and its wholly owned subsidiaries to certain members of management. The transaction conveyed all equity interests in 3Si,
Inc., and KEWi.net, Inc., all assets, tangible and intangible, the cancellation of all outstanding options, and the assumption of all liabilities, with the exception of the $195,000 remaining outstanding to eSPG. The transaction was closed and
settled effective July 1, 2007.

Description of Products/Services  for the year ended June 30, 2007

iKEW(TM) is a collaboration of content management and business process management tools. iKEW(TM) is also provided as a series of solution sets of
services. These can be contracted as a whole group, individually or in combination, including the following:



| |  | Portal Management
|- |  | -----------------



| |  | Content Management
|- |  | ------------------



| |  | Request Tracking
|- |  | ----------------



| |  | Workflow Management
|- |  | -------------------



| |  | Discussion Forums
|- |  | -----------------



| |  | Queue Manager
|- |  | -------------

Portal
Management encompasses document and content management, among other things. Portal Management includes the entire body of knowledge maintained by an organization and how it is packaged, presented to, and accessed by a variety of audiences. Based on
need and preference, portals vary in a number of ways, including:



| |  | How the user is welcomed
|- |  | ------------------------



| |  | Single sign-on for business applications
|- |  | ----------------------------------------



| |  | Unique branding of the user interface
|- |  | -------------------------------------



| |  | Type of information featured and highlighted
|- |  | --------------------------------------------



| |  | Content filtering/searching, Meta tags
|- |  | --------------------------------------



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| |  | Tone of the language and graphics used
|- |  | --------------------------------------



| |  | Access privileges within the site
|- |  | ---------------------------------



| |  | User interface with consistent navigation elements
|- |  | --------------------------------------------------

Content Management

By
simplifying the process of knowledge capture and distribution to appropriate personnel, iKEW(TM) ensures that web sites become dynamic and efficient. They reflect what is happening in real time. Behind the scenes, valuable IT resources are freed up.
This is accomplished by:



| |  | Capturing and creating knowledge at the source
|- |  | ----------------------------------------------



| |  | Aggregating and improving that knowledge
|- |  | ----------------------------------------



| |  | Managing distribution securely through the Internet and wireless devices
|- |  | ------------------------------------------------------------------------



| |  | Unifying disparate information and data
|- |  | ---------------------------------------



| |  | Inputting the knowledge is as easy as using MS Word
|- |  | ---------------------------------------------------



| |  | Searching using key words, proprietary algorithms, and, techniques that allow each customer to define their own organizational communication
terminology. Over time the iKEW(TM) knowledge base reflects the most frequently requested information.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Request
Tracking

iKEW(TM)s request tracking is capable of reflecting requests which are part of an enterprises everyday work
process. If a request goes out to an individual and that request is not answered in a specified amount of time, it will automatically go to the next person in line. Multiple levels of escalation are available, which can incorporate the following
features:



| |  | Call logging
|- |  | ------------



| |  | Escalation and notification (wireless and E-mail)
|- |  | -------------------------------------------------



| |  | Two-way communication with a support representative (wireless and Internet)
|- |  | ---------------------------------------------------------------------------



| |  | File attachments to call tickets o Customer profile management
|- |  | --------------------------------------------------------------



| |  | On-line status for customers as well as management
|- |  | --------------------------------------------------



| |  | Reporting
|- |  | ---------



| |  | Migration of solutions to the iKEW(TM) knowledge database
|- |  | ---------------------------------------------------------

Workflow

Workflow Processing
enables customers to define approval processes, escalate requests, and mange business processes. These functions are enabled by an easy to use Wizard interface. Workflow Processing provides the following:



| |  | Application features like security, personalization, content management, and search are much more powerful when shared across applications via
workflow. This enables users to work across departments and applications without worrying about different logins, reducing repetitive task.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Approval Process - once entered, if an Approval Process is needed the Document/Content automatically gets routed to the individual who has Approval
rights. Multiple levels of Approval are available.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Escalation Notification - if a request goes out to an individual and that request is not answered in a specified amount of time it will automatically
go to the next person in line. Multiple levels of Escalation are available.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Process Management - The flexible workflow infrastructure allows the customer to set up business processes based on the current status and priority of
the process object. Business process information can be interfaced with external data sources.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The individual components of
iKEW(TM) can address separate markets and therefore it is very difficult to estimate the total size of the consolidated market.

Enterprise
Market

Large enterprises can reap significant benefits from installation and utilization of the iKEW(TM) Product. These companies have
very large, expensive information technology staffs, and their priorities are to support and focus on mission critical systems. They tend to be geared toward large, complex projects, and find it difficult to adjust to rapidly changing business
requiring web enabled technologies. Our strategy for these organizations is to offer them a license, with annual maintenance and an application tool set. The Real World SimplicitySM of iKEW(TM) does not require the corporations information
technology human resources for implementation or maintenance, freeing them to focus on the mission critical systems.



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Channel Sales

Channel sales are those sales provided by resellers of the iKEW(TM) Product. These resellers typically focus on using the iKEW(TM) product in their
vertical markets, such as professional services or price comparison products. Channel sales could have been a significant growth vehicle because we did not have the resources to hire a global sales force at this time.

iKEW Overview

iKEW is a total
knowledge management system encompassing business collaboration and data consolidation that is delivered as an application development tool kit. The key to effective knowledge management is to consolidate data so an authorized user can discover,
access and utilize it. iKEW combines the following packages under one interface: Portal Management, Content Management, Request Tracking, Workflow Processing, Authoring, Quizzing, Reporting, Scheduling, and Discussion Groups.

Employees

During fiscal year 2008, The
company had no employees.

Competitive Conditions

Our industry is highly competitive and includes both small firms and large diversified firms that have greater financial, technical and marketing
capabilities than we currently have available. Our industry is not dominated by any one firm.

Government Regulations

We are not subject to any extraordinary government regulations.

Item 2. Property

Upon the disposal of all operations, the Company did not have a leased facility as its principal place of business. All leases in place prior to
July 1, 2007 were assumed in the sale.

Item 3. Legal Proceedings

There are no material legal proceedings that are pending or have been threatened against us of which our management is aware.

Item 4. Submission of Matters to a Vote of Security Holders

During the year ended Jun 30, 2008, no matters were presented to our shareholders for approval.



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PART II

Item 5. Market for Registrants Common Equity and Related Stockholder Matters

Our Common Stock was traded on the pink sheets operated by the National Association of Securities Dealers, Inc., under the trading symbol
TSIH from January 2, 1987 until April 2005. Our Common Stock traded on the Over-the-Counter Bulletin Board under the same symbol, but because of our failure to timely file reports pursuant to the Securities Exchange Act of 1934, as
amended, we were delisted from trading on the OTCBB. As of the date of this report, our Common Stock is traded again on the pink sheets under the trading symbol BLVT We intend to cause an application to be filed to allow us
to return to the Bulletin Board once we become current in our filings. However, there can be no assurances that our application will be approved.

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.



|                   |  |      |      |     |   |     
|------------------ |  | ---- | ---- | --- | - | ----
|Quarter Ending     |  | High |      | Low
|                   |  |     
|September 30, 2006 |  | $    | 0.75 |     | $ | 0.22
|December 31, 2006  |  |      | 0.45 |     |   | 0.15
|March 31, 2007     |  |      | 0.30 |     |   | 0.15
|June 30, 2007      |  |      | 0.75 |     |   | 0.15
|                   |  |     
|September 30, 2007 |  | $    | 0.75 |     | $ | 0.16
|December 31, 2007  |  |      | 0.45 |     |   | 0.16
|March 31, 2008     |  |      | 0.60 |     |   | 0.18
|June 30, 2008      |  |      | 0.67 |     |   | 0.22

The closing bid price of our Common
Stock on March 29, 2010 was $.134

As of March 29, 2010, there were approximately 120 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 June 30, 2009.

As of the date of this Report, our Common Stock is traded on the pink sheets operated by the National Association of Securities Dealers.

Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations

1 .

The
following discussion should be read in conjunction with the financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this Report and in any other statement made by, or on our behalf, whether or not in future filings with the
Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward-looking statements are necessarily
based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions,
are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on, our behalf. We disclaim any obligation
to update forward-looking statements.

Overview

Bulova Technologies Group, Inc. was originally created as a Wyoming corporation formed in 1979 under the name Tyrex Oil
Company. In 2008, the Company filed for domestication to the State of Florida, and in November 2008, the Company changed its name to Bulova Technologies Group, Inc.

Results of Operations

Comparison of our Results of Operations for the Fiscal Years Ended June 30, 2008 and 2007.

The Company generated no revenue during our fiscal year ended June 30, 2008 as compared to revenues of $549,376 during our fiscal
year ended June 30, 2007. This was a result of the discontinuance and disposal of operations effective July 1, 2007, when the Company decided to change directional focus due to the continuing losses previously sustained.



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The Company had no cost of sales during our fiscal year ended June 30, 2008 as compared
to cost of sales during our fiscal year ended June 30, 2007 of $264,305. This was a result of the discontinuance and disposal of operations effective July 1, 2007, when the Company decided to change directional focus due to the continuing
losses previously sustained.

The Company had no operational expenses during our fiscal year ended June 30, 2008 as
compared to operating expenses during our fiscal year ended June 30, 2007 of $559,666. This was a result of the discontinuance and disposal of operations effective July 1, 2007, when the Company decided to change directional focus due to
the continuing losses previously sustained.

Related party stock based compensation for the year ended June 30, 2008 in
the amount of $560,000 was a one time transaction representative of compensation for the services of John Stanton, Chairman of the Board of Directors in formulating the direction of the Company,

The Company had no Interest expense during our fiscal year ended June 30, 2008 as compared to Interest expense during our fiscal
year ended June 30, 2007 of $28,700. All debts bearing interest were eliminated effective July 1, 2007 as a part of the discontinuance and disposal of operations.

Liquidity and Capital Resources

At June 30, 2008, we had no cash and cash equivalents.

At June 30, 2008, we had no accounts receivable.

On August 23, 2005, we entered into a Letter of Intent to engage in a business combination with Entellectual Solutions Properties
Group, Inc. (eSPG) based in Tampa, Florida. As part of the terms of the Letter of Intent, eSPG loaned us the principal sum of $195,000. The relevant LOI does not contain a charge for interest on this loan.

During the year ended June 30, 2007, the Company determined that it would be beneficial to the shareholders of the Company to
dispose of the current business operations, as the accumulated deficit in equity had now reached in excess of $1,000,000. On June 17, 2007  The Company entered into a purchase agreement to sell all of its current business
operations, and its wholly owned subsidiaries to certain members of management. The transaction conveyed all equity interests in 3Si, Inc., and KEWi.net, Inc., all assets, tangible and intangible, the cancellation of all outstanding options, and the
assumption of all liabilities, with the exception of the $195,000 remaining outstanding to eSPG. In addition, all shares owned by the certain members of management were conveyed to the control of the management of eSPG. The transaction was closed
and settled effective July 1, 2007. This afforded the Company the opportunity, under new leadership, to forge in directions that would provide a return to the shareholders in the long run.

The report issued by our independent accountants to our audited financial statements included below in this Report contains a separate
paragraph stating, The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note A to our financial statements, we have suffered recurring losses from operations and
have working capital and stockholders deficits. These factors raise substantial doubt about our ability to continue as a going concern. Managements plans in regard to these matters are described above, as well as in Note A. Our financial
statements do not include any adjustments that might result from the outcome of this uncertainty.

Our ability to
utilize net operating loss carryforwards may be limited

As of June 30, 2008, the Company had net operating loss
carryforwards (NOLs) of approximately $1.5 million for federal income tax purposes that will begin to expire between the years of 2019 and 2027. 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.

Subsequent Event

October 28, 2008  the Company authorized a reverse split of its then current issued and outstanding shares of common stock in a
ratio of one for fifteen. Simultaneously, the Company changed its par value from $.01 to $.001 per share.



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November 4, 2008  The Company filed an amendment to its articles of incorporation
and changed its legal name to Bulova Technologies Group, Inc.,

November 4, 2008  the Company settled a
portion of the amount of the outstanding debt to eSPG of $195,000 through the issuance of 14,000,000 shares to entities affiliated with or controlled by John Stanton, our current Chairman of the Board. Mr. Stanton had financed the proposed
merger transaction, which letter of intent was dated August 23, 2005 through eSPG. eSPG assigned the $195,000 balance outstanding to Mr. Stanton.

January 1, 2009  The Company authorized with an effective date of January 1, 2009, the acquisition of 3Si Holdings, Inc.,
a Florida Corporation, through the issuance of 40,000,000 shares of common stock in exchange for all of its outstanding shares. As a part of consummating this transaction, the Company also authorized with the same effective date, the issuance of
8,000,000 shares to satisfy an obligation associated with warrants outstanding of 3Si Holdings, Inc., the Florida corporation.

Critical Accounting Policies and Estimates

We believe our revenue recognition policies are in compliance with all applicable accounting regulations, including Financial Accounting
Standards Board (FASB) Accounting Standards Codification (ASC) 985-605, Software Revenue Recognition. These statements provide criteria to be met in order for revenue to be recognized. In summary, we recognize
revenues from the sale of software products when it can be determined that persuasive evidence of an arrangement exists, delivery and acceptance has occurred, the vendors fee is fixed or determinable and collectability is probable. Revenues
from other contract services are generally recognized under the percentage-of-completion method, as measured by achievement of the milestones specified in the agreements. Maintenance and support revenues are recognized ratably over the term of the
related agreements. The iKEW software purchased via our ASP model is licensed to the users on a monthly subscription basis. License revenue is recognized monthly as the service is provided unless the customer has purchased an enterprise site
license.

Details regarding our use of these policies and the related estimates are described in the accompanying financial
statements as of June 30, 2008 and 2007, and for the years then ended.



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Item 8. Consolidated Financial Statements

BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARY

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                                         |  |     
|-------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                         |  | Page
|                                                                                                         | 
|Report of Independent Registered Public Accounting Firm                                                  |  | 10  
|                                                                                                         | 
|Consolidated Balance Sheets as of June 30, 2008 and 2007                                                 |  | 11  
|                                                                                                         | 
|Consolidated Statements of Operations for the Years Ended June 30, 2008 and 2007                         |  | 12  
|                                                                                                         | 
|Consolidated Statements of Cash Flows for the Years Ended June 30, 2008 and 2007                         |  | 13  
|                                                                                                         | 
|Consolidated Statement of Changes in Stockholders (Deficit) for the Years Ended June 
30, 2008 and 2007 |  | 14  
|                                                                                                         | 
|Notes to Consolidated Financial Statements                                                               |  | 16  



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Randall N. Drake, C.P.A., P.A.

1981 Promenade Way

Clearwater, Florida 33760

Phone: (727) 536-4863





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Bulova Technologies Group, Inc. and Subsidiary:

We have audited the accompanying consolidated balance sheet of Bulova Technologies Group, Inc. and Subsidiary as of June 30, 2008 and 2007 and the
related consolidated statements of operations, stockholders equity, and cash flows for each of the years ended June 30, 2008 and 2007. These financial statements are the responsibility of the Companys management. Our responsibility
is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not
required at this time, to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal controls over financial reporting. Accordingly, we express no such opinion. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provided a reasonable basis for our opinion.

In our opinion, based on our audit
and the report of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2008 and 2007 and the results of its operations and its cash flows for
each of the years ended June 30, 2008 and 2007 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note A to
the consolidated financial statements, the Company has had recurring losses and negative cash flows from operations. These conditions raise substantial doubt about its ability to continue as a going concern. Managements plans regarding those
matters also are described in Note A. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Randall N. Drake, CPA, PA

Randall N. Drake,
CPA, PA

Clearwater, Florida

April 16, 2010



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##### Table of Contents

BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS



|                                                                                                                         |  |          |            |   |      |   |            |  
|------------------------------------------------------------------------------------------------------------------------ |  | -------- | ---------- | - | ---- | - | ---------- | -
|                                                                                                                         |  | June 30, |           
|                                                                                                                         |  | 2008     |            |   | 2007 |  
|ASSETS                                                                                                                   |  |          |            |   |      |   |            |  
|                                                                                                                         |  |         
|Cash and cash equivalents                                                                                                |  | $        |           |   |      | $ | 6,069      |  
|Accounts receivable                                                                                                      |  |          |           |   |      |   | 5,952      |  
|Prepaid and other                                                                                                        |  |          |           |   |      |   | 303        |  
|                                                                                                                         |  |          |            |   |      |   |            |  
|                                                                                                                         |  |         
|Total Current Assets                                                                                                     |  |          |           |   |      |   | 12,324     |  
|                                                                                                                         |  |         
|Computer systems and software                                                                                            |  |          |           |   |      |   | 250,514    |  
|Furniture and fixtures                                                                                                   |  |          |           |   |      |   | 15,436     |  
|Vehicle                                                                                                                  |  |          |           |   |      |   | 20,397     |  
|                                                                                                                         |  |          |            |   |      |   |            |  
|                                                                                                                         |  |          |           |   |      |   | 286,347    |  
|Less: accumulated depreciation                                                                                           |  |          |           |   |      |   | (245,329   | )
|                                                                                                                         |  |          |            |   |      |   |            |  
|                                                                                                                         |  |         
|Property and equipment, net                                                                                              |  |          |           |   |      |   | 41,018     |  
|                                                                                                                         |  |          |            |   |      |   |            |  
|                                                                                                                         |  |         
|                                                                                                                         |  | $        |           |   |      | $ | 53,342     |  
|                                                                                                                         |  |          |            |   |      |   |            |  
|                                                                                                                         |  |         
|LIABILITIES AND SHAREHOLDERS DEFICIT                                                                                    |  |          |            |   |      |   |            |  
|                                                                                                                         |  |         
|Accounts payable and accrued expenses                                                                                    |  | $        |           |   |      | $ | 298,253    |  
|Unearned revenue                                                                                                         |  |          |           |   |      |   | 128,677    |  
|Shareholder advances                                                                                                     |  |          |           |   |      |   | 135,850    |  
|Loan payable  eSPG                                                                                                      |  |          | 195,000    |   |      |   | 195,000    |  
|                                                                                                                         |  |          |            |   |      |   |            |  
|                                                                                                                         |  |         
|Total current liabilities                                                                                                |  |          | 195,000    |   |      |   | 757,780    |  
|                                                                                                                         |  |         
|Note payable - stockholder                                                                                               |  |          |           |   |      |   | 345,000    |  
|                                                                                                                         |  |          |            |   |      |   |            |  
|                                                                                                                         |  |         
|                                                                                                                         |  |          | 195,000    |   |      |   | 1,102,780  |  
|                                                                                                                         |  |          |            |   |      |   |            |  
|                                                                                                                         |  |         
|Commitments and contingencies (Note 3)                                                                                   |  |          |           |   |      |   |           |  
|                                                                                                                         |  |         
|Shareholders deficit                                                                                                    |  |          |            |   |      |   |            |  
|Common stock, $.01 par; authorized 150,000,000 shares, 95,326,943 and 39,326,943 issued and outstanding in 2008 and
2007 |  |          | 953,269    |   |      |   | 393,269    |  
|Additional paid in Capital in excess of par                                                                              |  |          | 5,617,509  |   |      |   | 5,617,509  |  
|Retained earnings (deficit)                                                                                              |  |          | (6,727,594 | ) |      |   | (7,022,032 | )
|Treasury stock at cost  45,000 shares                                                                                   |  |          | (38,184    | ) |      |   | (38,184    | )
|                                                                                                                         |  |          |            |   |      |   |            |  
|                                                                                                                         |  |         
|                                                                                                                         |  |          | (195,000   | ) |      |   | (746,143   | )
|                                                                                                                         |  |          |            |   |      |   |            |  
|                                                                                                                         |  |         
|                                                                                                                         |  | $        |           |   |      | $ | 210,539    |  
|                                                                                                                         |  |          |            |   |      |   |            |  

See accompanying notes to consolidated financial statements.



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BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS



|                                                                                            |  |                      |            |   |      |   |            |  
|------------------------------------------------------------------------------------------- |  | -------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                            |  | Years Ended June 30, |           
|                                                                                            |  | 2008                 |            |   | 2007 |  
|Revenues                                                                                    |  | $                    |           |   |      | $ |           |  
|Cost of revenues                                                                            |  |                      |           |   |      |   |           |  
|                                                                                            |  |                      |            |   |      |   |            |  
|                                                                                            |  |                     
|Gross profit (loss)                                                                         |  |                      |           |   |      |   |           |  
|                                                                                            |  |                      |            |   |      |   |            |  
|                                                                                            |  |                     
|Selling and administrative expenses                                                         |  |                      |           |   |      |   |           |  
|                                                                                            |  |                      |            |   |      |   |            |  
|                                                                                            |  |                     
|Related party stock based compensation                                                      |  |                      | 560,000    |   |      |   |           |  
|                                                                                            |  |                      |            |   |      |   |            |  
|                                                                                            |  |                     
|Loss from operations                                                                        |  |                      | (560,000   | ) |      |   |           |  
|                                                                                            |  |                      |            |   |      |   |            |  
|                                                                                            |  |                     
|Other income (expense)                                                                      |  |                      |            |   |      |   |            |  
|Interest expense                                                                            |  |                      |           |   |      |   |           |  
|                                                                                            |  |                      |            |   |      |   |            |  
|                                                                                            |  |                     
|Loss before income taxes                                                                    |  |                      | (560,000   | ) |      |   |           |  
|                                                                                            |  |                     
|Income tax expense                                                                          |  |                      |           |   |      |   |           |  
|Loss from continuing operations                                                             |  |                      | (560,000   | ) |      |   |           |  
|                                                                                            |  |                     
|Income (loss) from discontinued operations (including gain on disposal of $854,438 in 2008) |  |                      | 854,438    |   |      |   | (303,295   | )
|                                                                                            |  |                      |            |   |      |   |            |  
|                                                                                            |  |                     
|Net Income (loss)                                                                           |  | $                    | 294,438    |   |      | $ | (303,295   | )
|                                                                                            |  |                      |            |   |      |   |            |  
|                                                                                            |  |                     
|Basic and diluted net income (loss) per common share                                        |  | $                    | .005       |   |      | $ | (.008      | )
|                                                                                            |  |                      |            |   |      |   |            |  
|                                                                                            |  |                     
|Weighted average common shares, basic and diluted                                           |  |                      | 56,357,080 |   |      |   | 39,326,943 |  
|                                                                                            |  |                      |            |   |      |   |            |  

See accompanying notes to consolidated financial statements.



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##### Table of Contents

BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                                                                           |  |                      |          |   |      |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------- | -------- | - | ---- | - | -------- | -
|                                                                                                                                           |  | Years Ended June 30, |         
|                                                                                                                                           |  | 2008                 |          |   | 2007 |  
|Cash flows from operating activities:                                                                                                      |  |                      |          |   |      |   |          |  
|Net income (loss)                                                                                                                          |  | $                    | 294,438  |   |      | $ | (303,295 | )
|Adjustments to reconcile net income to net cash provided by operating activities: Related party compensation funded through stock
issuance |  |                      | 560,000  |   |      |   |          |  
|Depreciation                                                                                                                               |  |                      |          |   |      |   | 21,225   |  
|(Income) loss from discontinued operations                                                                                                 |  |                      | (854,438 | ) |      |   |          |  
|Changes in assets and liabilities:                                                                                                         |  |                      |          |   |      |   |          |  
|Increase in:                                                                                                                               |  |                      |          |   |      |   |          |  
|Accounts receivable                                                                                                                        |  |                      |          |   |      |   | (5,482   | )
|Accounts payable and accrued expenses                                                                                                      |  |                      |          |   |      |   | 122,422  |  
|Unearned revenue                                                                                                                           |  |                      |          |   |      |   | 32,626   |  
|Decrease in:                                                                                                                               |  |                      |          |   |      |   |          |  
|Prepaid and other                                                                                                                          |  |                      |          |   |      |   | 17,697   |  
|Unearned revenue                                                                                                                           |  |                      |          |   |      |   |          |  
|                                                                                                                                           |  |                      |          |   |      |   |          |  
|                                                                                                                                           |  |                     
|Net cash used for operating activities                                                                                                     |  |                      | (114,807 | ) |      |   | (114,807 | )
|                                                                                                                                           |  |                      |          |   |      |   |          |  
|                                                                                                                                           |  |                     
|Cash flows from investing activities:                                                                                                      |  |                      |          |   |      |   |          |  
|Purchase of property and equipment                                                                                                         |  |                      |          |   |      |   | (5,508   | )
|                                                                                                                                           |  |                      |          |   |      |   |          |  
|                                                                                                                                           |  |                     
|Net cash used for investing activities                                                                                                     |  |                      |          |   |      |   | (5,508   | )
|                                                                                                                                           |  |                     
|Cash flows from financing activities:                                                                                                      |  |                      |          |   |      |   |          |  
|Repayments on advances from shareholders                                                                                                   |  |                      |          |   |      |   | (8,950   | )
|Cash disposed of with discontinued operations                                                                                              |  |                      | (6,069   | ) |      |   |          |  
|                                                                                                                                           |  |                      |          |   |      |   |          |  
|                                                                                                                                           |  |                     
|Net cash provided (used) by financing activities                                                                                           |  |                      | (6,069   | ) |      |   | (8,950   | )
|                                                                                                                                           |  |                      |          |   |      |   |          |  
|                                                                                                                                           |  |                     
|Increase (decrease) in cash and cash equivalents                                                                                           |  |                      | (6,069   | ) |      |   | (129,265 | )
|Cash and cash equivalents, beginning                                                                                                       |  |                      | 6,069    |   |      |   | 135,334  |  
|                                                                                                                                           |  |                      |          |   |      |   |          |  
|                                                                                                                                           |  |                     
|Cash and cash equivalents, ending                                                                                                          |  | $                    |         |   |      | $ | 6,069    |  
|                                                                                                                                           |  |                      |          |   |      |   |          |  

See accompanying notes to consolidated financial statements.



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BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS (DEFICIT)



|                                            |  |                 |  |        |         |                          |   |                      |  |   |               |   |  |       |         |   |  |   |            |  
|------------------------------------------- |  | --------------- |  | ------ | ------- | ------------------------ | - | -------------------- |  | - | ------------- | - |  | ----- | ------- | - |  | - | ---------- | -
|                                            |  | Common Stock    |  |        |         |                          |   |                      |  |   |               |   | 
|                                            |  | Number ofShares |  | Amount |         | AdditionalPaid inCapital |   | Accumulated(deficit) |  |   | TreasuryStock |   |  | Total |        
|Balances, June 30, 2006                     |  | 39,326,943      |  | $      | 393,269 |                          | $ | 5,617,509            |  | $ | (6,718,737    | ) |  | $     | (38,184 | ) |  | $ | (746,143   | )
|                                            |  |                 |  |        |         |                         
|Net loss for the year ended June 30, 2007   |  |                 |  |        |         |                          |   |                      |  |   | (303,295      | ) |  |       |         |   |  |   | 25,286     |  
|                                            |  |                 |  |        |         |                          |   |                      |  |   |               |   |  |       |         |   |  |   |            |  
|                                            |  |                 |  |        |         |                         
|Balances, June 30, 2007                     |  | 39,326,943      |  |        | 393,269 |                          |   | 5,617,509            |  |   | (7,022,032    | ) |  |       | (38,184 | ) |  |   | (1,049,438 | )
|                                            |  |                 |  |        |         |                         
|Executive Stock Based Compensation          |  | 56,000,000      |  |        | 560,000 |                          |   |                      |  |   |               |   |  |       |         |   |  |   | 560,000    |  
|                                            |  |                 |  |        |         |                         
|Net Income for the year ended June 30, 2008 |  |                 |  |        |         |                          |   |                      |  |   | 294,438       |   |  |       |         |   |  |   | 294,438    |  
|                                            |  |                 |  |        |         |                          |   |                      |  |   |               |   |  |       |         |   |  |   |            |  
|                                            |  |                 |  |        |         |                         
|Balances, June 30, 2008                     |  | 95,326,943      |  | $      | 953,269 |                          | $ | 5,617,509            |  | $ | (6,727,594    | ) |  | $     | (38,184 | ) |  | $ | (195,000   | )
|                                            |  |                 |  |        |         |                          |   |                      |  |   |               |   |  |       |         |   |  |   |            |  

See accompanying notes to consolidated financial statements



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##### Table of Contents

Note A - Organization and Business

Bulova Technologies Group, inc. and Corporate Structure

Bulova Technologies Group, Inc. (BLVT or the Company) was originally incorporated in Wyoming in 1979 under the name of Tyrex
Oil Company. In 2008, the Company filed for domestication to the State of Florida, and in November 2008, the Company changed its name to Bulova Technologies Group, Inc. We had two wholly owned subsidiaries for the year ended June 30,
2007, including 3Si, Inc., a Colorado corporation (3Si), where all of our operations were conducted, and KEWi.net, Inc., also a Colorado corporation, which was dormant.

On May 28, 1997, BLVT acquired 100% of the common stock of 3Si, Inc. (3Si). 3Si was incorporated in the State of Colorado in 1979.

KEWi.net, Inc. (KEWi) was incorporated in February 1999 as a BLVT subsidiary in Colorado. BLVT owned 69% of the outstanding
common stock of KEWi as of June 30, 2003. Effective September 23, 2003, the Company acquired the remaining 31% minority interest in KEWi .net, Inc.

The Company focused its efforts on the marketing, sales, and integration of KEWI products including its iKEW product line. The Companys principal
services provided during the year ended June 30, 2007 was web site development using the iKEW products, and the licensing of the iKEW Internet-based customer support system.

Effective July 1, 2007, the Company no longer owns these two subsidiaries, and has disposed of all of the business operations carried on during the
year ended June 30, 2007.

For the fiscal year ended June 30, 2008, the Companys focus was on initially concluding the sale of
its assets and subsidiaries, and then the development of the direction of management in evaluating other software and internet technologies.

Going Concern Contingency

The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant recurring operating losses and as of June 30, 2008 had a working capital (deficit) of
($195,000) and a stockholders (deficit) of ($195,000). The Company has had limited access to additional working capital. These factors raised substantial doubt about the Companys ability to continue as a going concern.

On August 23, 2005, the Company entered into a Letter of Intent for a business combination with Entellectual Solutions Properties Group, Inc.
(eSPG), based in Tampa, Florida. The business combination with eSPG, as contemplated, could have provided a significant infusion of capital into the Company and provide it with the wherewithal to pursue several long-term contracts.
However, this combination did not occur, and the amount of $195,000 advanced to the Company by eSPG is stated separately as a current liability on the Companys balance sheet as of June 30, 2008 and 2007.

Effective July 1, 2007, the Company disposed of all operations and subsidiaries, eliminating the continuing losses sustained by the Company, and
affording new management to determine the direction of the Company to the benefit of the shareholders.

Note B - Summary of Significant
Accounting Policies

Principles of Consolidation

The consolidated financial statements include the Companys majority-owned Subsidiaries for the years ended June 30, 2008 and 2007, and all
inter-company balances and transactions have been eliminated for that period.

Business Segments

BLVT operated only in the business segment related to its iKEW products. iKEW is a family of software products that provide collaboration, content
management, and business process management tools to corporations. Revenues were all attributed to operations within the United States. Long-lived assets were all located within the United States.

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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##### Table of Contents

BULOVA TECHNOLOGIES GROUP, INC., AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2008 AND 2007

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.

Property and Equipment and Depreciation

Depreciation has been provided in amounts sufficient to allocate the costs of depreciable assets to operations over their estimated useful lives of three
to seven years using the straight-line method. The Company had capitalized $103,612 of equipment that was acquired through the assumption of capital lease obligations. These assets were amortized on a straight-line basis over the lesser of lease
period or estimated useful life, depending on the lease terms.

Depreciation expense is as follows:



|           |  |                     |       
|---------- |  | ------------------- | ------
|Year Ended |  | DepreciationExpense
|           | 
|6/30/2008  |  | $                   |      
|6/30/2007  |  |                     | 21,225

Revenue Recognition

The Companys revenue recognition policies are in compliance with all applicable accounting regulations, including the Financial
Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 985-605, Software Revenue Recognition. These statements provide criteria to be met in order for revenue to be recognized. In summary, the
Company recognizes revenues from the sale of software products when it can be determined that persuasive evidence of an arrangement exists, delivery has occurred, the vendors fee is fixed or determinable and collect-ability is probable.
Revenues from other contract services are generally recognized under the percentage-of-completion method, as measured by achievement of the milestones specified in the agreements.

Maintenance and support revenues were recognized ratably over the term of the related agreements.

Revenue from licensed software was recognized ratably over the license period.

Earnings (Loss) Per Share

Basic
earnings (loss) per share are computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the year. Diluted earnings per share, if any, reflects the potential dilution that
could occur if additional equity instruments (including common stock subject to redemption) were exercised or converted into common stock. For losses, potentially dilutive securities are not included since the result would be anti-dilutive.

Software Development Costs

Software development costs were expensed as research costs until the Company has determined that the software has achieved technological feasibility, will
result in probable future economic benefits, and management has committed to funding the project. Thereafter, the costs to develop the software are capitalized and amortized using the straight-line method over the remaining estimated useful lives.
To date, all software development costs have been expensed due to the development nature of the Companys business and products.

Effect of Recent Accounting Pronouncements

The Company reviews new accounting standards as issued. Although some of these accounting standards may be applicable to the Company, the Company has not
identified any standards that it believes merit further discussion. The Company expects that none of the new standards would have a significant impact on its consolidated financial statements

Note C - Notes Payable to Shareholder

Previous to 2006, the former President and CEO who is still a Director and principal stockholder had loaned $495,412 to the Company. As of June 30,
2005, the Company renegotiated that debt with the following terms and conditions:

$345,000 of the debt was converted to a Note from the
Company with quarterly interest only payments at an eight percent (8%) simple annualized interest rate equaling $6,900 per payment over a period not to exceed seven years from the first payment. Effective July 1, 2007, this note has been
assumed in the disposal of the discontinued operations of the Company.



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##### Table of Contents

BULOVA TECHNOLOGIES GROUP, INC., AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2008 AND 2007



Note D - Commitment

Operating Lease

The Company leased
office space under a month to month operating lease. Subsequent to June 30, 2007, and effective July 1, 2007, the Company sold its operations to certain members of management, who assumed all operations and corresponding commitments and
liabilities. Consequently, the Company has no further lease commitments beyond that date

Note E - Stockholders Equity (Deficit)

Stock Option Plan

On
June 18, 1998, the stockholders approved the Companys 1998 Stock Option Plan (the 1998 Plan). Under the terms of the 1998 Plan, the Company may grant options for employees and directors of the Company to acquire up to
5,000,000 shares of common stock. On March 9, 2005 the Board of Directors and a majority of the stockholders approved an action to increase the number of shares authorized in the plan to 10,000,000.

In conjunction with, and as a condition precedent to the sale of all operations, and wholly owned subsidiaries to certain members of management,
effective July 1, 2007, all options have been cancelled.

Stock Authorization Increase

On February 26, 2008, the Company amended its Articles of Incorporation with the Wyoming Secretary of State to increase its authorized common shares
to 150,000,000.

Stock Based Compensation

On March 11, 2008, the Company issued 56,000,000 shares of common stock as stock based compensation to John Stanton, Chairman of the Board, for
services rendered from the inception of his involvement with the Company. The Company valued this restricted stock issuance at par ($.01), taking into consideration liquidity and marketability as it pertains to the Companys stock, as well as
the dilution effect of the issuance.

Note F - Income Taxes

As of June 30, 2008, the Company had net operating loss carryforwards (NOLs) of approximately $1.5 million for federal income tax purposes that will
begin to expire between the years of 2019 and 2027.

We have provided a full valuation allowance on net deferred tax assets, in accordance
with FASB ASC 740, Accounting for Income Taxes. Because of our continued losses, management assessed the realizability of the Companys net deferred tax assets as being less than the more-likely-than-not criterion set
forth by FASB ASC 740. Furthermore, Section 382 of the Internal Revenue Code limits the use of net operating loss and tax credit carryforwards in certain situations where changes occur in the stock ownership of a company. In the event
we have a change in ownership, utilization of the carryforward could be restricted.

Current accounting rules require that companies recognize
in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. There are no current income tax audits in any jurisdictions
for open tax years and, as of June 30, 2008, there have been no material changes to our tax positions.

The Company has adopted guidance
issued by the Financial Accounting Standards Board (FASB) that clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements and prescribes a recognition threshold of more likely than
not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax
position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. The Companys net operating loss carryforwards are subject to IRS
examination until they are fully utilized and such tax years are closed.



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##### Table of Contents

BULOVA TECHNOLOGIES GROUP, INC., AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2008 AND 2007



Note G - Related Party Transaction

As further discussed in Note C, the note payable in the amount of $345,000 outstanding to a former President and former CEO of the Company as of
June 30, 2007 has been satisfied through an assumption of the debt with the disposal of discontinued operations effective July 1, 2007.

On March 11, 2008, the Company issued 56,000,000 shares of common stock as stock based compensation to John Stanton, Chairman of the Board, for
services rendered from the inception of his involvement with the Company. The Company valued this restricted stock issuance at par ($.01), taking into consideration liquidity and marketability as it pertains to the Companys stock, as well as
the dilution effect of the issuance.

Note H - Discontinued Operations

Effective July 1, 2007, the Company sold all of its assets, both tangible and intangible to certain former members of management for the assumption
of all liabilities with the exception of a debt to eSPG, a company associated with the new Chairman of the Board, John D. Stanton. The amount of debt remaining to eSPG is $195,000. The financial statements reflect the results of the discontinued
operations as well as the gain on disposal as a separate line item after continuing operations. The following summarizes key financial data for discontinued operations for the years ended June 30, 2008 and 2007:



|                  |  |      |         |      |   |          |  
|----------------- |  | ---- | ------- | ---- | - | -------- | -
|                  |  | 2008 |         | 2007 |  
|Revenues          |  | $    |        |      | $ | 549,376  |  
|                  |  |      |         |      |   |          |  
|                  |  |     
|Gross Profit      |  | $    |        |      | $ | 285,071  |  
|                  |  |      |         |      |   |          |  
|                  |  |     
|Gain on Disposal  |  | $    | 854,438 |      | $ |         |  
|                  |  |      |         |      |   |          |  
|                  |  |     
|Net Income (loss) |  | $    | 854,438 |      | $ | (303,295 | )
|                  |  |      |         |      |   |          |  

Note I - Subsequent Events

October 28, 2008  the Company authorized a reverse split of its then current issued and outstanding shares of common stock in a ratio of one
for fifteen. Simultaneously, the Company changed its par value from $.01 to $.001 per share.

November 4, 2008  The Company filed
an amendment to its articles of incorporation and changed its legal name to Bulova Technologies Group, Inc.,

November 4, 2008
 the Company settled a portion of the amount of the outstanding debt to eSPG of $195,000 through the issuance of 14,000,000 shares to entities affiliated with or controlled by John Stanton, our current Chairman of the Board. Mr. Stanton
had financed the proposed merger transaction, which letter of intent was dated August 23, 2005 through eSPG. eSPG assigned the $195,000 balance outstanding to Mr. Stanton.

January 1, 2009  The Company authorized with an effective date of January 1, 2009, the acquisition of 3Si Holdings, Inc., a Florida
Corporation, through the issuance of 40,000,000 shares of common stock in exchange for all of its outstanding shares. As a part of consummating this transaction, the Company also authorized with the same effective date, the issuance of 8,000,000
shares to satisfy an obligation associated with warrants outstanding of 3Si Holdings, Inc., the Florida corporation.



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##### Table of Contents

Item 9. 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.

Item 9A. Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange
Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed in the reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer, as appropriate, to allow timely
decisions regarding required disclosure.

The Company carried out an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14, and concluded that our disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to satisfy our disclosure obligations under
the Exchange Act.

Changes in Internal Control Over Financial Reporting.

During the quarter ended June 30, 2008, there has been no change in the Companys internal control over financial reporting (as defined in
Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



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##### Table of Contents

PART III

Item 10. Directors, Executive Officers and Corporate Governance of the Registrant

The information concerning directors required by this item, including the Audit Committee and the Audit Committee financial expert, is incorporated by
reference to the Sections entitled Election of Directors, Section 16(a) Beneficial Ownership Reporting Compliance, Security Ownership of Certain Beneficial Owners and Management and Audit Committee
Report in the Companys Definitive Proxy for the 2009 Annual Meeting of the Shareholders to be filed with the SEC.

The following
are the executive officers of the Registrant:



|                |  |     |  |                                                                               
|--------------- |  | --- |  | ------------------------------------------------------------------------------
|Name            |  | Age |  | Office Held                                                                   
|John D. Stanton |  | 60  |  | Chairman of the Board, Chief Executive Officer and Principal Financial Officer

Our articles of incorporation and bylaws provide that the number of members of our board of directors shall be not less than one (1) and not more
than nine (9) members. Our current number of directors is three (3). 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:

John D. Stanton assumed the role of Chairman of the Board of Directors, Chief Executive
Officer and Principal Financial Officer on July 1, 2007. Mr. Stanton has served as the President and Chief Executive Officer of Florida Engineered Construction Products, Corporation. Since the early 1990s, Mr. Stanton has been,
and continues to be, involved in turn-around management for financially distressed companies, providing both management guidance and financing. In 1981, Mr. Stanton assumed the role of Chief Financial Officer for Florida Engineered Construction
Products, Corporation, a privately held manufacturer of residential and commercial construction products, located in Tampa, Florida. Mr. Stanton worked as an auditor with the international professional services firm that is now known as
Ernst & Young, LLP from 1973 through 1981. Mr. Stanton, a Vietnam veteran of the United States Army, graduated from the University of South Florida with a Bachelors Degree in Marketing and Accounting in 1972, and with an MBA in 1973.
Mr. Stanton earned the designation of Certified Public Accountant in 1974 and was a Sells Award winner in the CPA examination.

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 Treasurer (who is both the principal accounting and 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 Treasurer at the Companys principal offices. The Company intends to disclose any amendments to, or waiver of, any provisions of the Code for
the Principal Executive Officer or Treasurer, or any person performing similar functions.

The additional information required by this item is
incorporated by reference to the Section entitled Corporate Governance in the Companys Definitive Proxy Statement for the 2009 Annual Meeting of the Shareholders to be filed with the Securities and Exchange Commission.

Item 11. Executive Compensation

The following table reflects all forms of compensation for services to us for the fiscal years ended June 30, 2007, 2006 and 2005, of our Chief
Executive Officer and those other members of our management who received aggregate compensation of $100,000 or more.



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SUMMARY COMPENSATION TABLE



|                               |      |      |   |                     |     |          |     |                             |     |                            |     |                           |     |                |     |                          |    
|------------------------------ | ---- | ---- | - | ------------------- | --- | -------- | --- | --------------------------- | --- | -------------------------- | --- | ------------------------- | --- | -------------- | --- | ------------------------ | ---
|                               |      |      |   |                     |     |          |     |                             |     | Long Term Compensation     |     |                          
|                               |      |      |   | Annual Compensation |     | Awards   |     | Payouts                     |     |                           
|Name and Principal Position    |      | Year |   | Salary($)           |     | Bonus($) |     | Other AnnualCompensation($) |     | RestrictedStockAward(s)($) |     | UnderlyingOptions/SARs(#) |     | LTIPPayouts($) |     | All OtherCompensation($)
|                               |      |      |   |                     |     |          |     |                            
|John D. Stanton,Pres / CEO (1) |      |      |   |                     |     |          |     |                             |     |                            |     |                           |     |                |     |                          |    
|                               | 2008 |      |   | -0-                 |     | -0-      |     | -0-                         |     | -0-                        |     | -0-                       |     | -0-            |     | -0-                     
|                               |      |      |   |                     |     |          |     |                            
|Frederick J. Slack,CEO (2)     |      | 2008 |   |                     | -0- |          | -0- |                             | -0- |                            | -0- |                           | -0- |                | -0- |                          | -0-
|                               | 2007 |      | $ | -0-                 |     | -0-      |     | -0-                         |     | -0-                        |     | -0-                       |     | -0-            |     | -0-                     
|                               | 2006 |      | $ | 110,000             |     | -0-      |     | -0-                         |     | -0-                        |     | -0-                       |     | -0-            |     | -0-                     
|                               |      |      |   |                     |     |          |     |                            
|Frank W. Backes,CIO (3)        |      | 2008 |   | $                   | -0- |          | -0- |                             | -0- |                            | -0- |                           | -0- |                | -0- |                          | -0-
|                               | 2007 |      |   | -0-                 |     | -0-      |     | -0-                         |     | -0-                        |     | -0-                       |     | -0-            |     | -0-                     
|                               | 2006 |      | $ | 110,000             |     | -0-      |     | -0-                         |     | -0-                        |     | -0-                       |     | -0-            |     | -0-                     
|                               |      |      |   |                     |     |          |     |                            
|Jerome K. Thorson,President    |      | 2008 |   |                     | -0- |          | -0- |                             | -0- |                            | -0- |                           | -0- |                | -0- |                          | -0-
|                               | 2007 |      |   | -0-                 |     | -0-      |     | -0-                         |     | -0-                        |     | -0-                       |     | -0-            |     | -0-                     
|                               | 2006 |      |   | -0-                 |     | -0-      |     | -0-                         |     | -0-                        |     | -0-                       |     | -0-            |     | -0-                     



|(1) | Mr. Stanton assumed the position of President and CEO on July 1, 2007, upon the Sale of the discontinued operations.
|--- | --------------------------------------------------------------------------------------------------------------------

|(2) | Mr. Slack held the position of Executive Vice President until January 2005, when he was appointed as our CEO/CFO and President upon the resignation of
Mr. Thorson as CEO. Mr. Slack resigned effective July 1, 2007.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Mr. Backes resigned his position as our Executive Vice President and CTO in August 2005.
|--- | ----------------------------------------------------------------------------------------



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##### Table of Contents

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.

We currently do not have any employment agreements with any of our executive officers.

Stock Option Plan

In June
1998, our Board of Directors and shareholders adopted our 1998 Stock Option Plan, reserving an aggregate of 5,000,000 shares of our Common Stock for issuance thereunder. On March 9, 2005, our Board of Directors and the holders of a majority of
our issued and outstanding Common Stock approved an increase of the number of shares authorized under the plan to 10,000,000 shares.

At
June 30, 2008, there were no shares of our Common Stock subject to options as all options were cancelled effective July 1, 2007 in conjunction with the disposal of discontinued operations.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

(a) and (b). Security Ownership of Certain Beneficial Owners and Management.

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 all our directors and officers. The amount of Beneficial Ownership figures include outstanding options to purchase shares of our Common Stock that may be exercised over the next 12 months in accordance with the rules and
regulations of the Securities and Exchange Commission. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.



|               |  |                                       |  |                                          |       |  |                 |  
|-------------- |  | ------------------------------------- |  | ---------------------------------------- | ----- |  | --------------- | -
|Title of Class |  | Name and Address
of Beneficial Owner  |  | Amount and Nature ofBeneficial Ownership |       |  | Percentof Class |  
|               |  |                                       | 
|Common Stock   |  | John D. Stanton                       |  | 56,000,000                               |       |  | 58.7            | %
|               |  | 6886 S. Yosemite St.                  |  |                                          |       |  |                 |  
|               |  | Centennial, CO 80112                  |  |                                          |       |  |                 |  
|               |  |                                       | 
|Common Stock   |  | Frederick J. Slack                    |  | 8,027,444                                | (2)   |  | 8.4             | %
|               |  | 6886 S. Yosemite St.                  |  |                                          |       |  |                 |  
|               |  | Centennial, CO 80112                  |  |                                          |       |  |                 |  
|               |  |                                       | 
|Common Stock   |  | Felipe L. Valdez                      |  | 8,250,545                                | (2)   |  | 8.7             | %
|               |  | 6886 S. Yosemite St.                  |  |                                          |       |  |                 |  
|               |  | Centennial, CO 80112                  |  |                                          |       |  |                 |  
|               |  |                                       | 
|Common Stock   |  | Frank W. Backes                       |  | 8,477,777                                | (2)   |  | 8.9             | %
|               |  | 6886 S. Yosemite St.                  |  |                                          |       |  |                 |  
|               |  | Centennial, CO 80112                  |  |                                          |       |  |                 |  
|               |  |                                       | 
|Common Stock   |  | Jerome K. Thorson                     |  | 3,400,000                                | (1,2) |  | 3.6             | %
|               |  | 6886 S. Yosemite St.                  |  |                                          |       |  |                 |  
|               |  | Centennial, CO 80112                  |  |                                          |       |  |                 |  
|               |  |                                       | 
|Common Stock   |  | All Officers and Directors as a Group |  | 56,000,000                               |       |  | 58.7            | %



|(1) | Includes 400,000 shares in the name of Mr. Thorsons children
|--- | -------------------------------------------------------------

|(2) | Except for the 400,000 shares referred to above, these shares constitute the shares conveyed to the management of eSPG as referred to in the June 17, 2007
agreement to sell the operations and wholly owned subsidiaries of the Company, as well as the certain members of management consummating the transaction.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 13. Certain Relationships and Related Transactions and Director Independence

June 17, 2007  Certain members of management, specifically, Mr.s Slack, Valdez, Backes and Thorson entered into a purchase agreement to
acquire all of the operations and the wholly owned subsidiaries of the Company. The transaction conveyed all equity interests in 3Si, Inc., and KEWi.net, Inc., all assets, tangible and intangible, the cancellation of all outstanding options, and the
assumption of all liabilities, with the exception of the $195,000 remaining outstanding to eSPG. In addition, all shares owned by these individuals were conveyed to the control of the management of eSPG. . Their shares were to be conveyed to eSPG as
consideration for their inability to pay back the $195,000 advanced pursuant to the August 23, 2005 letter of intent between the parties, and to convey control to its management. The transaction was closed and settled effective July 1, 2007



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##### Table of Contents

Item 14. Principal Accountant Fees and Services

(1) Audit Fees

The aggregate fees
billed for each of the last two fiscal years for professional services rendered by Randall N. Drake, CPA, PA; 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:



|     |  |   |         
|---- |  | - | --------
|2008 |  | $ | 8,000.00
|2007 |  | $ | 8,000.00

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by Randall N. Drake, CPA, PA; 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:



|     |  |   |     
|---- |  | - | ----
|2008 |  | $ | 0.00
|2007 |  | $ | 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:



|     |  |   |     
|---- |  | - | ----
|2008 |  | $ | 0.00
|2007 |  | $ | 0.00

(4) All Other Fees

The aggregate fees billed in each of the last two fiscal yeas for the products and services provided by Randall N. Drake, CPA, PA; the principal
accountant, other than the services reported in paragraphs (1), (2), and (3) was:



|     |  |   |     
|---- |  | - | ----
|2008 |  | $ | 0.00
|2007 |  | $ | 0.00

(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%.



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PART IV

Item 15. Exhibits and Financial Statement Schedules



|(a) and (c) | The consolidated financial statements are included in Item 8.
|----------- | -------------------------------------------------------------



|(b) | Exhibits:
|--- | ---------



|     |  |                                                                                                                                                                   
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Rule 13a-14(a) Certification of President and Principal Executive Officer                                                                                         
|     | 
|31.2 |  | Rule 13a-14(a) Certification of Treasurer and Principal Financial Officer                                                                                         
|     | 
|32.1 |  | Certification of President and Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|     | 
|32.2 |  | Certification of Treasurer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002

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/ John D. StantonJohn D. StantonPrincipal Executive Officer


DATED: April 16,
2010

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/ John D. Stanton         |  |  |  | April 16, 2010
|John D. Stanton             |  |  |  |               
|Principal Executive Officer |  |  |  |               
|                            |  | 
|/s/ John D. Stanton         |  |  |  | April 16, 2010
|John D. Stanton             |  |  |  |               
|Principal Financial Officer |  |  |  |               



24