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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549





FORM 10-Q







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

For the quarterly period ended March 31, 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 ofincorporation or organization) |  | (IRS EmployerIdentification 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: None

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

Common Stock, $.01 par value

(Title of Class)





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  þ    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

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 |  | þ

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

As of March 29, 2010, the Company had 80,052,909 shares of Common Stock outstanding.









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EXPLANATORY NOTE  The interim financial statements contained in this report have not
been reviewed by an independent registered public accountant as required by Rule 10-01(d) of Regulation S-X. Pursuant to the position taken by the staff the Company is deemed not to be current in its filings required under the Securities Exchange
Act of 1934, as amended. The Company understands that completion of a review of its interim financial statements and the filing of an amendment will make this report current, although it will not be deemed timely for purposes of the rules governing
eligibility to use registration statements on Forms S-2 and S-3. When the review is complete, the Company will file an amendment to this report which will include the required certifications of the Companys Chief Executive Officer and Acting
Chief Financial Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act.

BULOVA
TECHNOLOGIES GROUP, INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2008

TABLE OF CONTENTS



|                                                                                              |  |     
|--------------------------------------------------------------------------------------------- |  | ----
|                                                                                              |  | Page
|PART I  FINANCIAL INFORMATION                                                                |  |     
|                                                                                              | 
|Item 1. Consolidated Financial Statements                                                     |  | 3   
|                                                                                              | 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 8   
|                                                                                              | 
|Item 4. Controls and Procedures                                                               |  | 9   
|                                                                                              | 
|PART II  OTHER INFORMATION                                                                   |  |     
|                                                                                              | 
|Item 6. Exhibits                                                                              |  | 10  
|                                                                                              | 
|Signatures                                                                                    |  | 11  



2



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PART I



|Item 1. | Consolidated Financial Statements
|------- | ---------------------------------

BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS



|                                                                                                                                            |  |                          |            |   |              |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ---------- | - | ------------ | - | ---------- | -
|                                                                                                                                            |  | March 31,2008(unaudited) |            |   | June 30,2007 |  
|ASSETS                                                                                                                                      |  |                          |            |   |              |   |            |  
|Cash and 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 EQUITY                                                                                                        |  |                          |            |   |              |   |            |  
|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    |  
|Notes payable  stockholder                                                                                                                 |  |                          |           |   |              |   | 345,000    |  
|                                                                                                                                            |  |                          |            |   |              |   |            |  
|                                                                                                                                            |  |                          | 195,000    |   |              |   | 1,102,780  |  
|                                                                                                                                            |  |                          |            |   |              |   |            |  
|Commitments and contingencies (Note 4)                                                                                                      |  |                          |           |   |              |   |           |  
|                                                                                                                                            |  |                         
|Shareholders deficit:                                                                                                                      |  |                          |            |   |              |   |            |  
|Common stock, $.01 par; authorized 150,000,000 shares; 95,326,943 and 39,326,943 issued and outstanding at March 31, 2008
and June 30, 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   | ) |              |   | (1,049,438 | )
|                                                                                                                                            |  |                          |            |   |              |   |            |  
|                                                                                                                                            |  | $                        |           |   |              | $ | 53,342     |  
|                                                                                                                                            |  |                          |            |   |              |   |            |  

See notes to consolidated financial statements.



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BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2008 AND 2007

(Unaudited)



|                                                                                            |  |                             |            |   |                            |   |            |      |  |   |            |   |  |   |            |  
|------------------------------------------------------------------------------------------- |  | --------------------------- | ---------- | - | -------------------------- | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                                                            |  | Three Months EndedMarch 31, |            |   | .Nine Months EndedMarch 31 |  
|                                                                                            |  | 2008                        |            |   | 2007                       |   |            | 2008 |  |   | 2007       |  
|Revenues                                                                                    |  | $                           |           |   |                            | $ |           |      |  | $ |           |   |  | $ |           |  
|Cost of revenues                                                                            |  |                             |           |   |                            |   |           |      |  |   |           |   |  |   |           |  
|                                                                                            |  |                             |            |   |                            |   |            |      |  |   |            |   |  |   |            |  
|Gross profit (loss),                                                                        |  |                             |           |   |                            |   |           |      |  |   |           |   |  |   |           |  
|Selling and administrative expenses                                                         |  |                             |           |   |                            |   |           |      |  |   |           |   |  |   |           |  
|Related party stock based compensation                                                      |  |                             | 560,000    |   |                            |   |            |      |  |   | 560,000    |   |  |   |            |  
|                                                                                            |  |                             |            |   |                            |   |            |      |  |   |            |   |  |   |            |  
|Income (loss) from operations                                                               |  |                             | (560,000   | ) |                            |   |           |      |  |   | (560,000   | ) |  |   |           |  
|Other income (expense)                                                                      |  |                             |            |   |                            |   |            |      |  |   |            |   |  |   |            |  
|Interest expense                                                                            |  |                             |           |   |                            |   |           |      |  |   |           |   |  |   |           |  
|                                                                                            |  |                             |            |   |                            |   |            |      |  |   |            |   |  |   |            |  
|Income (loss) before Income taxes                                                           |  |                             | (560,000   | ) |                            |   |           |      |  |   | (560,000   | ) |  |   |           |  
|Income tax expense                                                                          |  |                             |           |   |                            |   |           |      |  |   |           |   |  |   |           |  
|                                                                                            |  |                             |            |   |                            |   |            |      |  |   |            |   |  |   |            |  
|Income (loss) from continuing operations                                                    |  |                             | (560,000   | ) |                            |   |           |      |  |   | (560,000   | ) |  |   |           |  
|Income (loss) from discontinued operations (including gain on disposal of $854,438 in 2008) |  |                             |           |   |                            |   | (149,041   | )    |  |   | 854,438    |   |  |   | (260,508   | )
|                                                                                            |  |                             |            |   |                            |   |            |      |  |   |            |   |  |   |            |  
|Net income (loss)                                                                           |  | $                           | (560,000   | ) |                            | $ | (149,041   | )    |  | $ | 294,438    |   |  | $ | (260,508   | )
|                                                                                            |  |                             |            |   |                            |   |            |      |  |   |            |   |  |   |            |  
|Basic and diluted net income (loss) per share                                               |  | $                           | .00        |   |                            | $ | .00        |      |  | $ | .00        |   |  | $ | .00        |  
|                                                                                            |  |                             |            |   |                            |   |            |      |  |   |            |   |  |   |            |  
|Weighted average shares used in computing basic and diluted net (loss) per common share     |  |                             | 39,326,943 |   |                            |   | 39,325,943 |      |  |   | 39,326,943 |   |  |   | 39,325,943 |  
|                                                                                            |  |                             |            |   |                            |   |            |      |  |   |            |   |  |   |            |  

See notes to consolidated financial statements.



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BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED MARCH 31, 2008 AND 2007

(Unaudited)



|                                                                                  |  |      |          |   |      |   |          |  
|--------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | -
|                                                                                  |  | 2008 |          |   | 2007 |  
|Cash flows from operating activities:                                             |  |      |          |   |      |   |          |  
|Net income                                                                        |  | $    | 294,438  |   |      | $ | (260,508 | )
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |          |   |      |   |          |  
|Related party compensation funded through stock issuance                          |  |      | 560,000  |   |      |   |         |  
|Depreciation                                                                      |  |      |         |   |      |   | 25,517   |  
|(Income) loss from discontinued operations                                        |  |      | (854,438 | ) |      |   |         |  
|Changes in operating assets and liabilities                                       |  |      |          |   |      |   |          |  
|Accounts receivable                                                               |  |      |         |   |      |   | (3,543   | )
|Prepaid expenses and other assets                                                 |  |      |         |   |      |   | 14,453   |  
|Accounts payable and accrued expenses                                             |  |      |         |   |      |   | 55,806   |  
|Unearned revenue                                                                  |  |      |         |   |      |   | 61,779   |  
|                                                                                  |  |      |          |   |      |   |          |  
|Net cash provided by (used in) operating activities                               |  |      |         |   |      |   | (107,373 | )
|                                                                                  |  |     
|Cash flows from investing activities:                                             |  |      |          |   |      |   |          |  
|Purchase of property and equipment                                                |  |      |         |   |      |   | (5,508   | )
|                                                                                  |  |      |          |   |      |   |          |  
|Net cash used in investing activities                                             |  |      |         |   |      |   | (5,508   | )
|                                                                                  |  |     
|Cash flows from financing activities                                              |  |      |          |   |      |   |          |  
|Cash disposed of with discontinued operations                                     |  |      | (6,069   | ) |      |   |         |  
|Repayments of shareholder advances                                                |  |      |         |   |      |   | (7,850   | )
|                                                                                  |  |      |          |   |      |   |          |  
|Net cash used in financing activities                                             |  |      | (6,069   | ) |      |   | (7,850   | )
|                                                                                  |  |      |          |   |      |   |          |  
|Net Increase (Decrease) in Cash and Cash Equivalents                              |  |      | (6,069   | ) |      |   | (120,731 | )
|Cash and cash equivalents, beginning                                              |  |      | 6,069    |   |      |   | 135,334  |  
|                                                                                  |  |      |          |   |      |   |          |  
|Cash and cash equivalents, ending                                                 |  | $    |         |   |      | $ | 14,603   |  
|                                                                                  |  |      |          |   |      |   |          |  

See notes to consolidated financial statements.



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BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED MARCH 31, 2008 AND 2007

(Unaudited)

1.
Description of business:

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 quarter ended March 31, 2007, including 3Si, Inc., a Colorado corporation (3Si), where all of our operations were conducted during the prior periods covered by this report, 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. On July 1, 2007, we concluded a sale of all assets and the Companys 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 periods presented. All other references to us herein below
include only Bulova Technologies Group, Inc. subsequent to the above sale unless specifically stated otherwise.

For the period being reported
on, 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.

2. Principles of consolidation and basis of presentation:

The accompanying condensed consolidated balance sheet as of June 30, 2007, has been derived from audited financial statements and the unaudited
interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements
prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.
It is suggested that these condensed financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Companys latest Form 10-K. In the opinion of management, the accompanying
condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position as of March 31, 2008 and the results of operations and cash flows for the
three and nine months ended March 31, 2008 and 2007.

The results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year.

Business Segments

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

Use of Estimates

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

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 are amortized on a straight-line basis over the lesser of lease
period or estimated useful life, depending on the lease terms.

Revenue Recognition

The Company did not have any revenue during the three and nine months ended March 31, 2008.



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BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

NINE MONTHS ENDED MARCH 31, 2008 AND 2007

(Unaudited)



The Companys revenue recognition policies pertaining to comparative data being presented herein
are in compliance with all applicable accounting regulations, including American Institute of Certified Public Accountants (AICPA) Statements of Position (SOP) 97-2 and 98-4, 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 are recognized ratably over the term of the related agreements. Revenue from licensed software is recognized ratably over the license period.

Software Development Costs

The Company did not incur and software development costs during the three and nine months ended March 31, 2008

Software development costs pertaining to comparative data presented herein are 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

3. Advances and Note Payable to Shareholder

Prior to 2005, the former President and CEO loaned $495,412 to the Company. As of June 30, 2005, we renegotiated the debt with the following terms
and conditions:

In May 2005, $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. The last payment shall be in the principal amount of $345, 000 plus the last interest amount of $6,900. The
$345,000 debt has been classified as long term in the accompanying balance sheet as of June 30, 2007.

$150,000 of the debt was
extinguished in exchange for a cashless exercise of 3,000,000 stock options at $0.05 per share.

On July 1, 2007, with the sale of
discontinued operations, this debt was satisfied through the assumption by the buyer.

4. Commitments and Contingencies

The Company had leased office space under a month to month operating lease. On 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.

5. Discontinued Operations

On
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 three and nine months ended March 31, 2008 and 2007.



|                  |  |                            |   |      |                           |          |      |  |      |         |  |   |          |  
|----------------- |  | -------------------------- | - | ---- | ------------------------- | -------- | ---- |  | ---- | ------- |  | - | -------- | -
|                  |  | Three Months EndedMarch 31 |   |      | Nine Months EndedMarch 31 |         
|                  |  | 2008                       |   | 2007 |                           |          | 2008 |  | 2007 |        
|Revenues          |  | $                          |  |      | $                         | 67,158   |      |  | $    |        |  | $ | 426,177  |  
|                  |  |                            |   |      |                           |          |      |  |      |         |  |   |          |  
|Gross Profit      |  | $                          |  |      | $                         | (3,359   | )    |  | $    |        |  | $ | 201,458  |  
|                  |  |                            |   |      |                           |          |      |  |      |         |  |   |          |  
|Gain on Disposal  |  | $                          |  |      | $                         |         |      |  | $    | 854,438 |  | $ |         |  
|                  |  |                            |   |      |                           |          |      |  |      |         |  |   |          |  
|Net Income (loss) |  | $                          |  |      | $                         | (149,041 | )    |  | $    | 854,438 |  | $ | (260,508 | )
|                  |  |                            |   |      |                           |          |      |  |      |         |  |   |          |  



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BULOVA TECHNOLOGIES GROUP,INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

NINE MONTHS ENDED MARCH 31, 2008 AND 2007

(Unaudited)



6. Related Party Transactions

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.

7. Stockholders Equity

On February 26, 2008, the Company amended its Articles of Incorporation to increase the number of shares the Company is authorized to issue from
50,000,000 to 150,000,000.



|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

FORWARD LOOKING STATEMENTS

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

1. Overview:

Critical accounting policies:

We believe our revenue recognition policies are in compliance with all applicable accounting regulations, including American Institute of Certified Public
Accountants (AICPA) Statements of Position (SOP) 97-2 and 98-4, 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.

Business Segments:

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

2. Results of operations:

The following
items are reported on separately to provide comparative analysis to those items referenced. As a consequence of the sale of all operations on July 1, 2007, the consolidated income statement combines all of these items under the caption of
Income (loss) from discontinued operations

For the three months ended March 31, 2008 compared to the three months ended
March 31, 2007.

The Company did not have any revenue for the quarter ended March 31, 2008 as compared to $67,158 for the quarter
ended March 31, 2007. This is due to the sale of all operations on July 1, 2007.

The Company did not have any Cost of revenues for
the quarter ended March 31, 2008 as compared to $70,517 for the quarter ended March 31, 2007. This is due to the sale of all operations on July 1, 2007.

The Company did not have a gross profit for the quarter ended March 31, 2008 as compared to $(3,359) for the quarter ended March 31, 2007. This
is due to the sale of all operations on July 1, 2007.

The Company did not incur any operating expenses for the quarter ended
March 31, 2008 as compared to $138,782 for the quarter ended March 31, 2007. This is due to the sale of all operations on July 1, 2007.

Related party stock based compensation for the quarter ended March 31, 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.

The Company did not have any Income or loss from discontinued
operations for the quarter ended March 31, 2008. This is due to the sale of all operations on July 1, 2007. The amount reported for the quarter ended March 31, 2007 represents the net operational loss of the discontinued business
operation disposed of in the amount of $(79,870).



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The Company did not have any Income or loss for the quarter ended March 31, 2008. This is due to the
sale of all operations on July 1, 2007. The net loss for the quarter ended March 31, 2007 was $(149,041), which consisted entirely of the operational loss of the discontinued operation.

For the nine months ended March 31, 2008 compared to the nine months ended March 31, 2007.

The Company did not have any revenue for the nine months ended March 31, 2008 as compared to $426,177 for the nine months ended March 31, 2007.
This is due to the sale of all operations on July 1, 2007.

The Company did not have any Cost of revenues for the nine months ended
March 31, 2008 as compared to $224,719 for the nine months ended March 31, 2007. This is due to the sale of all operations on July 1, 2007.

The Company did not have a gross profit for the nine months ended March 31, 2008 as compared to $201,458 for the nine months ended March 31,
2007 . This is due to the sale of all operations on July 1, 2007.

The Company did not incur and operating expenses for the nine months
ended March 31, 2008 as compared to $441,266 for the nine months ended March 31, 2007. This is due to the sale of all operations on July 1, 2007.

Related party stock based compensation for the nine months ended March 31, 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.

Income (loss) from discontinued operations for the nine months ended
March 31, 2008 represents the gain on the disposal of operations on July 1, 2007 in the amount of $854,438. The amount reported for the nine months ended March 31, 2007 represents the net operational loss of the discontinued business
operation disposed of in the amount of $(260,508).

Net Income for the nine months ended March 31, 2008 in the amount of $294,438
consisted of the gain on the disposal of discontinued operations netted against the related party stock based compensation, as compared to a net loss of $(260,508) for the nine months ended March 31, 2007, which consisted entirely of the
operational loss of the discontinued operation.

3. Liquidity and capital resources:

To date, operating funds have been provided primarily by sales of common stock, and to a lesser degree, funds provided by revenue from our products.

Through the disposal of discontinued operations, the Company has eliminated the recurring losses that needed to be funded on an annual basis.
The Company is looking forward cautiously evaluating various software and internet technologies for an appropriate profit opportunity. The elimination of the recurring overhead associated with the discontinued operations affords the Company the
opportunity to be selective.

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 (LOI), eSPG loaned us the principal sum of $195,000. The relevant LOI does not contain a charge for
interest on this loan.

On July 1, 2007, the Company disposed of business operations that had accumulated an equity deficit in excess of
$1,000,000. 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. This sale afforded the Company, under the new leadership to forge in directions that will
provide a return to the shareholders in the long run.



|Item 4. | Controls and Procedures
|------- | -----------------------

As required by
Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), the Company carried out an evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures as
of the end of the period covered by this report. This evaluation was carried out under the supervision and with the participation of the Companys management, including the Companys principal executive officer and the Companys
principal financial officer. Based upon that evaluation, the principal executive officer and the principal financial officer concluded that the Companys disclosure controls and procedures are effective to ensure that information required to be
disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.



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There was no significant change in the Companys internal control over financial reporting that
occurred during the Companys most recent fiscal quarter that has materially affected, or is reasonably likely to affect, the Companys internal control over financial reporting. The Company continues to enhance its internal controls over
financial reporting, primarily by evaluating and enhancing process and control documentation. Management discusses with and discloses these matters to the Audit Committee of the Board of Directors and the Companys auditors.

PART II  OTHER INFORMATION



|Item 6. | Exhibits
|------- | --------

(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*



|* | To be filed by amendment. See Explanatory Note, page 2
|- | ------------------------------------------------------



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SIGNATURE

In accordance with the requirements of the Exchange Act, the Issuer 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. Stanton
Principal Executive OfficerBy

/S/    JOHN D.
STANTONJohn D. StantonPrincipal Financial Officer


DATED: April 16, 2010



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