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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549





FORM 10-Q







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

For the transition period from July 1, 2008 to September 30, 2008

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, $.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  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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##### Table of Contents

BULOVA TECHNOLOGIES GROUP, INC.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 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                                                                              |  | 9   
|                                                                                              | 
|Signatures                                                                                    |  | 10  



2



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PART I

Item 1. Consolidated Financial Statements

BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS



|                                                                                                                                 |  |                              |            |   |              |   |            |  
|-------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | ------------ | - | ---------- | -
|                                                                                                                                 |  | September 30,2008(unaudited) |            |   | June 30,2008 |  
|ASSETS                                                                                                                           |  |                              |            |   |              |   |            |  
|                                                                                                                                 |  |                             
|Cash and equivalents                                                                                                             |  | $                            |           |   |              | $ |           |  
|Accounts receivable                                                                                                              |  |                              |           |   |              |   |           |  
|                                                                                                                                 |  |                              |            |   |              |   |            |  
|                                                                                                                                 |  |                             
|Total current assets                                                                                                             |  |                              |           |   |              |   |           |  
|                                                                                                                                 |  |                             
|Property and equipment                                                                                                           |  |                              |           |   |              |   |           |  
|                                                                                                                                 |  |                              |            |   |              |   |            |  
|                                                                                                                                 |  |                              |           |   |              |   |           |  
|                                                                                                                                 |  |                             
|Less: accumulated depreciation                                                                                                   |  |                              |           |   |              |   |           |  
|                                                                                                                                 |  |                              |            |   |              |   |            |  
|                                                                                                                                 |  |                             
|Property and equipment, net                                                                                                      |  |                              |           |   |              |   |           |  
|                                                                                                                                 |  |                              |            |   |              |   |            |  
|                                                                                                                                 |  |                             
|                                                                                                                                 |  | $                            |           |   |              | $ |           |  
|                                                                                                                                 |  |                              |            |   |              |   |            |  
|                                                                                                                                 |  |                             
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                             |  |                              |            |   |              |   |            |  
|                                                                                                                                 |  |                             
|Accounts payable and accrued expenses                                                                                            |  | $                            |           |   |              | $ |           |  
|Loan payable  eSPG                                                                                                              |  |                              | 195,000    |   |              |   | 195,000    |  
|                                                                                                                                 |  |                              |            |   |              |   |            |  
|                                                                                                                                 |  |                             
|Total current liabilities                                                                                                        |  |                              | 195,000    |   |              |   | 195,000    |  
|                                                                                                                                 |  |                              |            |   |              |   |            |  
|                                                                                                                                 |  |                             
|Commitments and contingencies (Note 4)                                                                                           |  |                              |           |   |              |   |           |  
|                                                                                                                                 |  |                             
|Shareholders deficit:                                                                                                           |  |                              |            |   |              |   |            |  
|Common stock, $.01 par; authorized 150,000,000 shares; 95,326,943 issued and outstanding at September 30, 2008 and
June 30, 2008 |  |                              | 953,269    |   |              |   | 953,269    |  
|Additional paid in capital in excess of par                                                                                      |  |                              | 5,617,509  |   |              |   | 5,617,509  |  
|Retained earnings (deficit)                                                                                                      |  |                              | (6,727,594 | ) |              |   | (6,727,594 | )
|Treasury stock at cost  45,000 shares                                                                                           |  |                              | (38,184    | ) |              |   | (38,184    | )
|                                                                                                                                 |  |                              |            |   |              |   |            |  
|                                                                                                                                 |  |                             
|                                                                                                                                 |  |                              | (195,000   | ) |              |   | (195,000   | )
|                                                                                                                                 |  |                              |            |   |              |   |            |  
|                                                                                                                                 |  |                             
|                                                                                                                                 |  | $                            |           |   |              | $ |           |  
|                                                                                                                                 |  |                              |            |   |              |   |            |  

See notes to consolidated financial statements.



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BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS ENDED SEPTEMBER 30, 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                                                                          |  |      |           |      |   |          
|                                                                                            |  |      |            |      |   |           
|                                                                                            |  |     
|Loss from continuing operations                                                             |  |      |           |      |   |          
|                                                                                            |  |     
|Income (loss) from discontinued operations (including gain on disposal of $854,438 in 2007) |  |      |           |      |   | 854,438   
|                                                                                            |  |      |            |      |   |           
|                                                                                            |  |     
|Net income (loss)                                                                           |  | $    |           |      | $ | 854,438   
|                                                                                            |  |      |            |      |   |           
|                                                                                            |  |     
|Basic and diluted net income (loss) per share                                               |  | $    | .00        |      | $ | .02       
|                                                                                            |  |      |            |      |   |           
|                                                                                            |  |     
|Weighted average shares used in computing basic and diluted net (loss) per common share     |  |      | 95,326,943 |      |   | 39,326,943
|                                                                                            |  |      |            |      |   |           

See notes to consolidated financial statements.



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BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007

(Unaudited)



|                                                                                  |  |      |   |      |   |          |  
|--------------------------------------------------------------------------------- |  | ---- | - | ---- | - | -------- | -
|                                                                                  |  | 2008 |   | 2007 |  
|Cash flows from operating activities:                                             |  |      |   |      |   |          |  
|Net income (loss)                                                                 |  | $    |  |      | $ | 854,438  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |   |      |   |          |  
|Depreciation                                                                      |  |      |  |      |   |         |  
|(Income) loss from discontinued operations                                        |  |      |  |      |   | (854,438 | )
|Changes in operating assets and liabilities                                       |  |      |   |      |   |          |  
|Accounts receivable                                                               |  |      |  |      |   |         |  
|Accounts payable and accrued expenses                                             |  |      |  |      |   |         |  
|                                                                                  |  |      |   |      |   |          |  
|                                                                                  |  |     
|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                                     |  |      |  |      |   | (6,069   | )
|                                                                                  |  |      |   |      |   |          |  
|                                                                                  |  |     
|Net cash used in financing activities                                             |  |      |  |      |   | (6,069   | )
|                                                                                  |  |      |   |      |   |          |  
|                                                                                  |  |     
|Increase (decrease) in cash and cash equivalents                                  |  |      |  |      |   | (6,069   | )
|Cash and cash equivalents, beginning                                              |  |      |  |      |   | 6,069    |  
|                                                                                  |  |      |   |      |   |          |  
|                                                                                  |  |     
|Cash and cash equivalents, ending                                                 |  | $    |  |      | $ |         |  
|                                                                                  |  |      |   |      |   |          |  

See notes to consolidated financial statements.



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BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED SEPTEMBER 30, 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 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.

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

For the current period being reported on, the Companys focus was 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, 2008, 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 September 30, 2008 and the results of operations and
cash flows for the three months ended September 30, 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 September 30, 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
September 30, 2008 and 2007.

Revenue Recognition

The Company did not have any revenue during the three months ended September 30, 2008 and 2007.



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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 was scheduled to be in the principal amount of $345,
000 plus the last interest amount of $6,900.

$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
|-- | -----------------------------

Prior to July 1, 2007, 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 quarters ended September 30, 2008 and 2007.



|                  |  |      |   |      |   |        
|----------------- |  | ---- | - | ---- | - | -------
|                  |  | 2008 |   | 2007
|                  |  |     
|Revenues          |  | $    |  |      | $ |       
|                  |  |      |   |      |   |        
|                  |  |     
|Gross Profit      |  | $    |  |      | $ |       
|                  |  |      |   |      |   |        
|                  |  |     
|Gain on Disposal  |  | $    |  |      | $ | 854,438
|                  |  |      |   |      |   |        
|                  |  |     
|Net Income (loss) |  | $    |  |      | $ | 854,438
|                  |  |      |   |      |   |        



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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:

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:
|-- | ----------------------

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 September 30, 2008 compared to the three months ended September 30, 2007.

The Company did not have any revenue for the quarters ended September 30, 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 September 30, 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
September 30, 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 September 30, 2008 and 2007. This is due to the sale of all operations on July 1, 2007

The Company did not incur any income (loss) from discontinued operations for the quarter ended September 30, 2008, as compared to
$854,438 for the quarter ended September 30, 2007, which consisted entirely of gain on the disposal of operations on July 1, 2007 in the amount of $854,438.

The Company did not have any Net Income for the quarter ended September 30, 2008. Net Income for the quarter ended September 30,
2007 consisted entirely of the gain on the disposal of discontinued operations in the amount of $854,438.



|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.



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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.

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 1,
2010



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