##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549





FORM 10-Q







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

For the quarterly period ended December 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 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: None

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

Common Stock, $.001 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  x    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 |  | 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 May 26, 2010, the Company had 80,052,909 shares of Common Stock outstanding.









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BULOVA TECHNOLOGIES GROUP, INC.

FORM 10-Q

FOR THE QUARTER ENDED DECEMBER 31, 2008

TABLE OF CONTENTS



|                               |  |                                                                                       |  |     
|------------------------------ |  | ------------------------------------------------------------------------------------- |  | ----
|                               |  |                                                                                       |  | Page
|PART I  FINANCIAL INFORMATION |  |                                                                                      
|                               |  |                                                                                      
|Item 1.                        |  | Financial Statements                                                                  |  | 3   
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and Results of
Operations |  | 10  
|Item 4.                        |  | Controls and Procedures                                                               |  | 11  
|                               | 
|PART II  OTHER INFORMATION    |  |                                                                                      
|                               |  |                                                                                      
|Item 6.                        |  | Exhibits                                                                              |  | 11  
|                               |  |                                                                                      
|                               |  | Signatures                                                                            |  | 12  



2



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##### Table of Contents

PART I

Item 1. Financial Statements

BULOVA TECHNOLOGIES GROUP, INC.

BALANCE SHEETS



|                                                                                                                                                                             |  |                             |            |   |                              |   |            |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ---------- | - | ---------------------------- | - | ---------- | -
|                                                                                                                                                                             |  | December 31,2008(unaudited) |            |   | September 30,2008(unaudited) |  
|ASSETS                                                                                                                                                                       |  |                             |            |   |                              |   |            |  
|                                                                                                                                                                             |  |                            
|Cash and equivalents                                                                                                                                                         |  | $                           |           |   |                              | $ |           |  
|Accounts receivable                                                                                                                                                          |  |                             |           |   |                              |   |           |  
|Prepaid and other                                                                                                                                                            |  |                             |           |   |                              |   |           |  
|                                                                                                                                                                             |  |                             |            |   |                              |   |            |  
|                                                                                                                                                                             |  |                            
|Total current assets                                                                                                                                                         |  |                             |           |   |                              |   |           |  
|                                                                                                                                                                             |  |                            
|Computer systems and software                                                                                                                                                |  |                             |           |   |                              |   |           |  
|Furniture and fixtures                                                                                                                                                       |  |                             |           |   |                              |   |           |  
|Vehicle                                                                                                                                                                      |  |                             |           |   |                              |   |           |  
|                                                                                                                                                                             |  |                             |            |   |                              |   |            |  
|                                                                                                                                                                             |  |                             |           |   |                              |   |           |  
|Less: accumulated depreciation                                                                                                                                               |  |                             |           |   |                              |   |           |  
|                                                                                                                                                                             |  |                             |            |   |                              |   |            |  
|                                                                                                                                                                             |  |                            
|Property and equipment, net                                                                                                                                                  |  |                             |           |   |                              |   |           |  
|                                                                                                                                                                             |  |                             |            |   |                              |   |            |  
|                                                                                                                                                                             |  |                            
|                                                                                                                                                                             |  | $                           |           |   |                              | $ |           |  
|                                                                                                                                                                             |  |                             |            |   |                              |   |            |  
|                                                                                                                                                                             |  |                            
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                         |  |                             |            |   |                              |   |            |  
|                                                                                                                                                                             |  |                            
|Accounts payable and accrued expenses                                                                                                                                        |  | $                           |           |   |                              | $ |           |  
|Unearned revenue                                                                                                                                                             |  |                             |           |   |                              |   |           |  
|Shareholder advances                                                                                                                                                         |  |                             |           |   |                              |   |           |  
|Loan payable  related partyeSPG                                                                                                                                            |  |                             | 24,375     |   |                              |   | 195,000    |  
|                                                                                                                                                                             |  |                             |            |   |                              |   |            |  
|                                                                                                                                                                             |  |                            
|Total current liabilities                                                                                                                                                    |  |                             | 24,375     |   |                              |   | 195,000    |  
|                                                                                                                                                                             |  |                            
|Notes payable  stockholder                                                                                                                                                  |  |                             |           |   |                              |   |           |  
|                                                                                                                                                                             |  |                             |            |   |                              |   |            |  
|                                                                                                                                                                             |  |                            
|                                                                                                                                                                             |  |                             | 24,375     |   |                              |   | 195,000    |  
|                                                                                                                                                                             |  |                             |            |   |                              |   |            |  
|                                                                                                                                                                             |  |                            
|Commitments and contingencies (Note 4)                                                                                                                                       |  |                             |           |   |                              |   |           |  
|                                                                                                                                                                             |  |                            
|Shareholders deficit:                                                                                                                                                       |  |                             |            |   |                              |   |            |  
|Common stock, $.001 par; authorized 150,000,000 shares; 20,355,910 and 6,355,910 issued and 20,352,910 and 6,352,910 outstanding
at December 31, 2008 and September 30, 2008 |  |                             | 20,355     |   |                              |   | 6,355      |  
|Additional paid in capital in excess of par                                                                                                                                  |  |                             | 6,721,048  |   |                              |   | 6,564,423  |  
|Retained earnings (deficit)                                                                                                                                                  |  |                             | (6,727,594 | ) |                              |   | (6,727,594 | )
|Treasury stock at cost  3,000 shares                                                                                                                                        |  |                             | (38,184    | ) |                              |   | (38,184    | )
|                                                                                                                                                                             |  |                             |            |   |                              |   |            |  
|                                                                                                                                                                             |  |                            
|                                                                                                                                                                             |  |                             | (24,375    | ) |                              |   | (195,000   | )
|                                                                                                                                                                             |  |                             |            |   |                              |   |            |  
|                                                                                                                                                                             |  |                            
|                                                                                                                                                                             |  | $                           |           |   |                              | $ |           |  
|                                                                                                                                                                             |  |                             |            |   |                              |   |            |  

See notes to financial statements.



3



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BULOVA TECHNOLOGIES GROUP, INC.

STATEMENTS OF INCOME

THREE MONTHS
ENDED DECEMBER 31, 2008 AND 2007

(Unaudited)



|                                                                                        |  |      |            |      |   |          
|--------------------------------------------------------------------------------------- |  | ---- | ---------- | ---- | - | ---------
|                                                                                        |  | 2008 |            | 2007
|                                                                                        |  |     
|Revenues                                                                                |  | $    |           |      | $ |         
|Cost of revenues                                                                        |  |      |           |      |   |         
|                                                                                        |  |      |            |      |   |          
|                                                                                        |  |     
|Gross profit (loss),                                                                    |  |      |           |      |   |         
|                                                                                        |  |      |            |      |   |          
|                                                                                        |  |     
|Selling and administrative expenses                                                     |  |      |           |      |   |         
|                                                                                        |  |      |            |      |   |          
|                                                                                        |  |     
|Income (loss) from operations                                                           |  |      |           |      |   |         
|                                                                                        |  |     
|Other income (expense)                                                                  |  |      |            |      |   |          
|Interest expense                                                                        |  |      |           |      |   |         
|                                                                                        |  |      |            |      |   |          
|                                                                                        |  |     
|Income (loss) before Income taxes                                                       |  |      |           |      |   |         
|                                                                                        |  |     
|Income tax expense                                                                      |  |      |           |      |   |         
|                                                                                        |  |      |            |      |   |          
|                                                                                        |  |     
|Net income (loss)                                                                       |  | $    |           |      | $ |         
|                                                                                        |  |      |            |      |   |          
|                                                                                        |  |     
|Basic and diluted net income (loss) per share                                           |  | $    | .00        |      | $ | .00      
|                                                                                        |  |      |            |      |   |          
|                                                                                        |  |     
|Weighted average shares used in computing basic and diluted net (loss) per common share |  |      | 15,122,141 |      |   | 2,619,577
|                                                                                        |  |      |            |      |   |          

See notes to financial statements.



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BULOVA TECHNOLOGIES GROUP, INC.

STATEMENTS OF CASH FLOWS

THREE MONTHS
ENDED DECEMBER 31, 2008 AND 2007

(Unaudited)



|                                                                                  |  |      |   |      |   |  
|--------------------------------------------------------------------------------- |  | ---- | - | ---- | - | -
|                                                                                  |  | 2008 |   | 2007
|Cash flows from operating activities:                                             |  |      |   |      |   |  
|Net income (loss)                                                                 |  | $    |  |      | $ | 
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |   |      |   |  
|Depreciation                                                                      |  |      |  |      |   | 
|Changes in operating assets and liabilities                                       |  |      |   |      |   |  
|Accounts receivable                                                               |  |      |  |      |   | 
|Prepaid expenses and other assets                                                 |  |      |  |      |   | 
|Accounts payable and accrued expenses                                             |  |      |  |      |   | 
|Unearned revenue                                                                  |  |      |  |      |   | 
|                                                                                  |  |      |   |      |   |  
|                                                                                  |  |     
|Net cash provided by (used in) operating activities                               |  |      |  |      |   | 
|                                                                                  |  |      |   |      |   |  
|                                                                                  |  |     
|Cash flows from investing activities:                                             |  |      |   |      |   |  
|Purchase of property and equipment                                                |  |      |  |      |   | 
|                                                                                  |  |      |   |      |   |  
|                                                                                  |  |     
|Net cash used in investing activities                                             |  |      |  |      |   | 
|                                                                                  |  |      |   |      |   |  
|                                                                                  |  |     
|Cash flows from financing activities                                              |  |      |   |      |   |  
|Cash disposed of with discontinued operations                                     |  |      |  |      |   | 
|                                                                                  |  |      |   |      |   |  
|                                                                                  |  |     
|Net cash used in financing activities                                             |  |      |  |      |   | 
|                                                                                  |  |      |   |      |   |  
|                                                                                  |  |     
|Increase (decrease) in cash and cash equivalents                                  |  |      |  |      |   | 
|Cash and cash equivalents, beginning                                              |  |      |  |      |   | 
|                                                                                  |  |      |   |      |   |  
|                                                                                  |  |     
|Cash and cash equivalents, ending                                                 |  | $    |  |      | $ | 
|                                                                                  |  |      |   |      |   |  

Supplemental schedule of non-cash financing and investing activities:



| |  |  | November 4, 2008, the Company issued 14,000,000 shares of common stock to pay down the amount of loan payable  related partyeSPG,
reducing the outstanding balance as of December 31, 2008 to $ 24,375.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See notes to financial statements.



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BULOVA TECHNOLOGIES GROUP, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS (DEFICIT)

FOR THE PERIOD FROM JUNE 30, 2008 TO DECEMBER 31, 2008

(Unaudited)



|                                                                             |  |                 |   |  |        |          |   |                          |   |                      |  |   |               |   |  |       |         |   |  |   |          |  
|---------------------------------------------------------------------------- |  | --------------- | - |  | ------ | -------- | - | ------------------------ | - | -------------------- |  | - | ------------- | - |  | ----- | ------- | - |  | - | -------- | -
|                                                                             |  | Common Stock    |   |  |        |          |   |                          |   |                      |  |   |               |  
|                                                                             |  | Number ofShares |   |  | Amount |          |   | AdditionalPaid inCapital |   | Accumulated(deficit) |  |   | TreasuryStock |   |  | Total |        
|                                                                             |  |                 |   |  |        |         
|Balances, June 30, 2008  par $.01                                           |  | 95,326,943      |   |  | $      | 953,269  |   |                          | $ | 5,617,509            |  | $ | (6,727,594    | ) |  | $     | (38,184 | ) |  | $ | (195,000 | )
|                                                                             |  |                 |   |  |        |         
|Net Income (loss) for the transitional three months ended September 30, 2008 |  |                 |   |  |        |          |   |                          |   |                      |  |   |              |   |  |       |         |   |  |   |         |  
|                                                                             |  |                 |   |  |        |          |   |                          |   |                      |  |   |               |   |  |       |         |   |  |   |          |  
|                                                                             |  |                 |   |  |        |         
|Balances, September 30, 2008 as previously statedpar $.01                  |  | 95,326,943      |   |  |        | 953,269  |   |                          |   | 5,617,509            |  |   | (6,727,594    | ) |  |       | (38,184 | ) |  |   | (195,000 | )
|                                                                             |  |                 |   |  |        |         
|Adjustment to reflect reverse split of 1 for 15 common shares                |  | (88,971,033     | ) |  |        | (889,710 | ) |                          |   | 889,710              |  |   |               |   |  |       |         |   |  |   |         |  
|                                                                             |  |                 |   |  |        |         
|Adjustment to reflect change in par value from $.01 to $.001                 |  |                 |   |  |        | (57,204  | ) |                          |   | 57,204               |  |   |               |   |  |       |         |   |  |   |         |  
|                                                                             |  |                 |   |  |        |          |   |                          |   |                      |  |   |               |   |  |       |         |   |  |   |          |  
|                                                                             |  |                 |   |  |        |         
|Balances, September 30, 2008  as restatedpar $.001                         |  | 6,355,910       |   |  |        | 6,355    |   |                          |   | 6,564,423            |  |   | (6,727,594    | ) |  |       | (38,184 | ) |  |   | (195,000 | )
|                                                                             |  |                 |   |  |        |         
|Issuance of shares for reduction of related party debt                       |  | 14,000,000      |   |  |        | 14,000   |   |                          |   | 156,625              |  |   |               |   |  |       |         |   |  |   | 170,625  |  
|                                                                             |  |                 |   |  |        |         
|Net Income (loss) for the three months ended December 31, 2008               |  |                 |   |  |        |          |   |                          |   |                      |  |   |              |   |  |       |         |   |  |   |         |  
|                                                                             |  |                 |   |  |        |          |   |                          |   |                      |  |   |               |   |  |       |         |   |  |   |          |  
|                                                                             |  |                 |   |  |        |         
|Balances, December 31, 2008  par $.001                                      |  | 20,355,910      |   |  | $      | 20,355   |   |                          | $ | 6,721,048            |  | $ | (6,727,594    | ) |  | $     | (38,184 | ) |  | $ | (24,375  | )
|                                                                             |  |                 |   |  |        |          |   |                          |   |                      |  |   |               |   |  |       |         |   |  |   |          |  

See notes to financial statements.



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BULOVA TECHNOLOGIES GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

THREE
MONTHS ENDED DECEMBER 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. Previously, the Company had two wholly owned subsidiaries, including 3Si, Inc., a Colorado corporation (3Si), where all of our operations were previously 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. On July 1, 2007, the Company 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 other references to us herein below include only Bulova Technologies Group, Inc. subsequent to the above sale unless specifically stated otherwise.

On July 1, 2008, the Company changed its fiscal year end from June 30 to September 30. This quarterly report is the first filing of the
Company for the new fiscal period of October 1, 2008 to September 30, 2009.

For the current period being reported on, the
Companys focus was the development of the direction of management in evaluating other technologies.

2.Principles of
consolidation and basis of presentation:

The accompanying condensed balance sheet as of September 30, 2008, has been derived from
unaudited financial statements reported on in the Companys transitional filing on form 10-Q for the three months then ended, which represented the Companys change in its fiscal year end from June 30 to September 30. The
unaudited interim condensed 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
financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position as of December 31, 2008 and the results of operations and cash flows for the three months ended
December 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. The Company has no cash and cash equivalents as of December 31, 2008 and 2007.

Property and Equipment and
Depreciation

All assets were disposed of as of July 1, 2007, and consequently there is no provision for depreciation for the quarters
ended December 31, 2008 and 2007.



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Revenue Recognition

The Company did not have any revenue during the three months ended December 31, 2008 and 2007.

Effect of Recent Accounting Pronouncements

The Company reviews new accounting standards as issued. The Company does not believe any of the subsequently issued accounting pronouncements would
necessiate restatement of the financial statements for the quarter ended December 31, 2008.

3. Commitments and Contingencies

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.

4. Common Stock Transactions and
Reverse Split

November 4, 2008, the Company effected a 1 share for 15 shares reverse split of its common stock. As a result, the
issued and outstanding shares at September 30, 2008 were decreased from 95,326,943 shares to 6,352,910, and the treasury shares were reduced from 45,000 shares to 3,000. In addition, the par value of the common stock was decreased from $0.01 to
$0.001

November 4, 2008, the Company issued 14,000,000 shares of common stock to pay down the amount of loan payable  eSPG,
reducing the outstanding balance as of December 31, 2008 to $ 24,375.

5. Related Party Transaction

November 4, 2008, the Company settled a portion of the amount of the outstanding debt to eSPG through the issuance of 14,000,000 shares to entities
affiliated with or controlled by our Chairman of the Board. Our Chairman had financed a proposed merger transaction, which letter of intent was dated August 23, 2005 through eSPG. eSPG assigned its $195,000 balance outstanding to him, and he
subsequently assigned it to other parties, some of which are the beneficiary of this share issuance. As a result of this issuance the balance remaining outstanding is $24,375.

The acquisition of 3Si Holdings, Inc., which occurred on January 1, 2009, after the current balance sheet date, had certain preexisting
relationships. Our Chairman of the Board owned and/or beneficially controlled 43.5% of 3Si Holdings, Inc. prior to the acquisition. Our current Chief Executive Officer owned and/or beneficially controlled 35% of 3Si Holdings, Inc. prior to the
acquisition. Our current Chief Executive Officer did not own any shares of Bulova Technologies Group, Inc. before this acquisition. Neither our Chairman nor our current Chief Executive Officer individually own and/or beneficially control more than
50% of Bulova Technologies Group, Inc. after the acquisition.

6. Subsequent Events

January 1, 2009  The Company authorized with an effective date of January 1, 2009, the acquisition of 3Si Holdings, Inc., a Florida
Corporation, through a tax free exchange of shares by the issuance of 40,000,000 shares of common stock in exchange for 100% of its outstanding shares. The assets and operations of 3Si are accounted for in three operating subsidiaries, BT
Manufacturing Company, LLC., Bulova Technologies Ordnance Systems, LLC., and Bulova Technologies Combat Systems, LLC.



| |  |  | BT Manufacturing Company, LLC,  located in Melbourne, Florida, in a 35,000 square foot facility, assembles a wide range of printed
circuit boards, including single sided through 14 layers, through-hole, surface mount and mixed. BT manufactures cable assemblies and complete systems and offers value-add services such as direct-ship to end customers, depot repair and design
assistance.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Bulova Technologies Ordnance Systems, LLC.  located on 261 acres in Mayo, Florida is a load, assembly, and pack (L.A.P.) facility
specializing in fuzes, safe and arming devices and explosive simulators. Ordnance produces a variety of pyrotechnic devices, ammunition and other energetic materials for the U. S. Government and other Allied Governments throughout the world.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Bulova Technologies Combat Systems, LLC co-located with the corporate headquarters of the Company in Clearwater, Florida, Combat
Systems is registered with the United States Department of State Directorate of Defense Trade Controls (DDTC) as a broker which allows for the movement of military articles across friendly borders to support military soldiers throughout the world
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

May 24, 2009  The Company formed Bulovatech Labs, Inc., a Florida corporation, as a wholly owned
subsidiary. This subsidiary was formed to incubate, develop and license commercial applications of technologies pertinent to the defense, alternative energy and healthcare industries.



9



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##### Table of Contents

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 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:

In our
2008 Annual Report on Form 10-K, we identified the critical accounting policies which affect our more significant estimates and assumptions used in preparing our consolidated financial statements. We have not changed these policies from those
previously disclosed in our Annual Report.

Business Segments:

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

2. Results of operations:

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

The Company did not have any revenue
for the quarters ended December 31, 2008 and 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 quarters ended December 31, 2008 and 2007. This is due to the sale of all operations on July 1, 2007.

The Company did not have a gross profit for the quarters ended December 31, 2008 and 2007. This is due to the sale of all operations on July 1,
2007.

The Company did not incur any operating expenses for the quarters ended December 31, 2008 and 2007. This is due to the sale of all
operations on July 1, 2007

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 operations.

Through the disposal of discontinued operations, the Company 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, the Company 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 November 4, 2008, the Company issud 14,000,000 shares of common stock to reduce the amount of this debt by $170,625, leaving a remaining balance of $24,375 as of December 31, 2008.

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.

November 4, 2008, the Company effected a 1 share for 15 shares reverse split of its common stock. As
a result, the issued and outstanding shares at September 30, 2008 were decreased from 95,326,943 shares to 6,352,910, and the treasury shares were reduced from 45,000 shares to 3,000. In addition, the par value of the common stock was decreased
from $0.01 to $0.001

With the acquisition on January 1, 2009 of 3Si Holdings, Inc., the Company anticipates funds to be provided through
the operations of its newly acquired subsidiaries.



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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.

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



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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. StantonPrincipal Executive OfficerBy

/s/ John D. StantonJohn D. StantonPrincipal Financial Officer


DATED: June 25,
2010



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