---

---



UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



FORM 10-Q



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



For the quarterly period ended June 30, 2017



OR



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



For the transition period fromto



Commission File Number 000-09358



BULOVA TECHNOLOGIES GROUP, INC.

(Exact name of registrant as specified in its charter)



|Florida(State or other jurisdiction ofincorporation or organization) | 83-0245581(IRS EmployerIdentification No.)
|-------------------------------------------------------------------- | ------------------------------------------



1501 Lake Avenue SELargo, Florida 33771(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☑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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



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



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐



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



As of August 14, 2017, the Company had 545,031,216 shares of Common Stock and 4,000,000,000 shares of Preferred Stock issued and outstanding.



Table of Contents




EXPLANATORY NOTE





The Company has not been able to have its independent auditor complete their review of the financial statements for the three and nine months ended June 30, 2017 as reported in this Form 10Q.



The Company understands that this report is deficient because the unaudited financial statements contained in this report for the three and nine months ended June 30, 2017 have not been reviewed by an independent registered public accountant as required by rule 10 - 01(d) regulation S-X.  The Company understands that completion of this independent review of its quarterly 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 statement 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 Principal Executive Officer and Principal Financial and Accounting Officer as required by sections 302 and 906 of the Sarbanes-Oxley Act.



Table of Contents




BULOVA TECHNOLOGIES GROUP, INC. FORM 10-QFOR THE QUARTER ENDED JUNE 30, 2017



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 | 23  
|Item 4. Controls and Procedures                                                               | 26  
|                                                                                              |     
|PART II – OTHER INFORMATION                                                                   |     
|                                                                                              |     
|Item 6. Exhibits                                                                              | 28  
|                                                                                              |     
|Signatures                                                                                    | 29  



Table of Contents




PART I



Item 1. Consolidated Financial Statements



BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS



|                                                                                                                                                   |  | June 30,    |             |   |               |   |            
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ----------- | - | ------------- | - | -----------
|                                                                                                                                                   |  | 2017        |             |   | September 30, |  
|                                                                                                                                                   |  | (unaudited) |             |   | 2016          |  
|ASSETS                                                                                                                                             |  |             |             |   |               |   |            
|                                                                                                                                                   |  |             |             |   |               |   |            
|Cash and equivalents                                                                                                                               |  | $           | 140,628     |   |               | $ | 650,262    
|Accounts receivable, net                                                                                                                           |  |             | 2,191,188   |   |               |   | 2,325,582  
|Inventory                                                                                                                                          |  |             | 176,244     |   |               |   | 421,331    
|Other current assets                                                                                                                               |  |             | 538,855     |   |               |   | 353,203    
|Current assets from discontinued operations                                                                                                        |  |             | -           |   |               |   | -          
|                                                                                                                                                   |  |             |             |   |               |   |            
|Total current assets                                                                                                                               |  |             | 3,046,915   |   |               |   | 3,750,378  
|                                                                                                                                                   |  |             |             |   |               |   |            
|Fixed assets, net                                                                                                                                  |  |             | 9,880,724   |   |               |   | 10,745,924 
|Other assets                                                                                                                                       |  |             | 186,957     |   |               |   | 113,215    
|Goodwill - (Note 4)                                                                                                                                |  |             | 4,789,772   |   |               |   | 4,789,772  
|Non-current assets from discontinued operations                                                                                                    |  |             | -           |   |               |   | -          
|                                                                                                                                                   |  |             |             |   |               |   |            
|Total Assets                                                                                                                                       |  | $           | 17,904,368  |   |               | $ | 19,399,289 
|                                                                                                                                                   |  |             |             |   |               |   |            
|LIABILITIES AND SHAREHOLDERS’ DEFICIT                                                                                                              |  |             |             |   |               |   |            
|                                                                                                                                                   |  |             |             |   |               |   |            
|Accounts payable                                                                                                                                   |  | $           | 1,894,353   |   |               | $ | 1,598,445  
|Accounts payable – related parties                                                                                                                 |  |             | 2,412,400   |   |               |   | 1,786,436  
|Accrued expenses and other current liabilities                                                                                                     |  |             | 255,212     |   |               |   | 413,720    
|Accrued expenses and other current liabilities – related parties                                                                                   |  |             | 1,378,416   |   |               |   | 1,137,163  
|Current portion of long term debt                                                                                                                  |  |             | 11,531,457  |   |               |   | 4,553,201  
|Current portion of notes payable – related parties                                                                                                 |  |             | 848,889     |   |               |   | 412,720    
|Current liabilities from discontinued operations                                                                                                   |  |             | -           |   |               |   | 1,111,962  
|                                                                                                                                                   |  |             |             |   |               |   |            
|Total current liabilities                                                                                                                          |  |             | 18,320,727  |   |               |   | 11,013,647 
|                                                                                                                                                   |  |             |             |   |               |   |            
|Amounts due shareholders                                                                                                                           |  |             | 97,015      |   |               |   | 419,260    
|Derivative liability                                                                                                                               |  |             | 300,746     |   |               |   | 269,538    
|Long term debt, net of current portion                                                                                                             |  |             | 7,001,704   |   |               |   | 8,078,716  
|Notes payable – related parties, net of current portion                                                                                            |  |             | 14,936,127  |   |               |   | 14,862,451 
|Long term liabilities from discontinued operations                                                                                                 |  |             | -           |   |               |   | 10,800,000 
|                                                                                                                                                   |  |             |             |   |               |   |            
|Total liabilities                                                                                                                                  |  |             | 40,656,319  |   |               |   | 45,443,612 
|                                                                                                                                                   |  |             |             |   |               |   |            
|Commitments and contingencies – (Note 9)                                                                                                           |  |             | -           |   |               |   | -          
|                                                                                                                                                   |  |             |             |   |               |   |            
|Shareholders’ deficit:                                                                                                                             |  |             |             |   |               |   |            
|Preferred stock, $.00001 par, authorized 5,000,000,000 shares; 4,000,000,000 issued and outstanding at June 30, 2017 and September 30, 2016        |  |             | 40,000      |   |               |   | 40,000     
|Common stock, $.001 par; authorized 500,000,000 shares; 499,658,688 and 343,752,151 issued and outstanding at June 30, 2017 and September 30, 2016 |  |             | 499,659     |   |               |   | 343,752    
|Subscription receivable                                                                                                                            |  |             | (66,000     | ) |               |   | (66,000    
|Additional paid in capital in excess of par                                                                                                        |  |             | 28,910,827  |   |               |   | 28,799,184 
|Accumulated deficit                                                                                                                                |  |             | (51,761,355 | ) |               |   | (55,419,392
|Total Bulova Technologies Group, Inc. shareholders’ deficit                                                                                        |  |             | (22,376,869 | ) |               |   | (26,302,456
|Non-controlling interest in BT-Twiss Transport LLC                                                                                                 |  |             | (375,082    | ) |               |   | 258,133    
|Total shareholders’ deficit                                                                                                                        |  |             | (22,751,951 | ) |               |   | (26,044,323
|                                                                                                                                                   |  |             |             |   |               |   |            
|Total liabilities and shareholders’ deficit                                                                                                        |  | $           | 17,904,368  |   |               | $ | 19,399,289 



See accompanying notes to consolidated financial statements.



Table of Contents




BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONSTHREE AND NINE MONTHS ENDED JUNE 30, 2017 AND 2016(Unaudited)



|                                                                                     |  | Three Months Ended |             |   | Nine Months Ended |  
|------------------------------------------------------------------------------------ |  | ------------------ | ----------- | - | ----------------- | -
|                                                                                     |  | June 30,           |             |   | June 30,          |  
|                                                                                     |  | 2017               |             |   | 2016              |  
|                                                                                     |  |                    |             |   |                   |  
|Revenues                                                                             |  |                    | 6,347,699   |   |                   |  
|Cost of revenues                                                                     |  |                    | 5,065,152   |   |                   |  
|                                                                                     |  |                    |             |   |                   |  
|Gross profit                                                                         |  |                    | 1,282,547   |   |                   |  
|                                                                                     |  |                    |             |   |                   |  
|Selling and administrative expense                                                   |  |                    | 1,753,233   |   |                   |  
|Stock based compensation                                                             |  |                    | -           |   |                   |  
|Depreciation and amortization expense                                                |  |                    | 531,028     |   |                   |  
|Interest expense                                                                     |  |                    | 2,837,583   |   |                   |  
|                                                                                     |  |                    |             |   |                   |  
|Total expenses                                                                       |  |                    | 5,121,844   |   |                   |  
|                                                                                     |  |                    |             |   |                   |  
|Loss from operations                                                                 |  |                    | (3,839,297  | ) |                   |  
|                                                                                     |  |                    |             |   |                   |  
|Other income (expense)                                                               |  |                    |             |   |                   |  
|Derivative gain (loss)                                                               |  |                    | 101,121     |   |                   |  
|Other income (loss)                                                                  |  |                    | (37,710     | ) |                   |  
|                                                                                     |  |                    |             |   |                   |  
|Loss from continuing operations before income taxes                                  |  |                    | (3,775,886  | ) |                   |  
|                                                                                     |  |                    |             |   |                   |  
|Income tax expense                                                                   |  |                    | -           |   |                   |  
|                                                                                     |  |                    |             |   |                   |  
|Loss from continuing operations                                                      |  |                    | (3,775,886  | ) |                   |  
|Income (loss) from discontinued operations, net of tax                               |  |                    |             |   |                   |  
|Operating expenses and interest                                                      |  |                    | -           |   |                   |  
|Gain on deconsolidation of subsidiary                                                |  |                    | -           |   |                   |  
|                                                                                     |  |                    |             |   |                   |  
|Total income (loss) from discontinued operations, net of tax                         |  |                    | -           |   |                   |  
|                                                                                     |  |                    |             |   |                   |  
|Net income (loss)                                                                    |  |                    | (3,775,886  | ) |                   |  
|Net income (loss) attributable to non-controlling interest in BT-Twiss Transport LLC |  |                    | (245,469    | ) |                   |  
|                                                                                     |  |                    |             |   |                   |  
|Net income (loss) attributable to Bulova Technologies Group, Inc.                    |  |                    | (3,530,417  | ) |                   |  
|                                                                                     |  |                    |             |   |                   |  
|Basic and diluted net income (loss) per share                                        |  |                    |             |   |                   |  
|Income (loss) from continuing operations                                             |  | $                  | (.01        | ) |                   | $
|Income (loss) from discontinued operations                                           |  |                    | -           |   |                   |  
|Net income (loss) per share                                                          |  | $                  | (.01        | ) |                   | $
|                                                                                     |  |                    |             |   |                   |  
|Weighted average shares outstanding, basic and diluted                               |  |                    | 499,658,688 |   |                   |  



See accompanying notes to consolidated financial statements.



Table of Contents




BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSNINE MONTHS ENDED JUNE 30, 2017 AND 2016(Unaudited)



|                                                                                                             |  | 2017 |             |   | 2016 |  
|------------------------------------------------------------------------------------------------------------ |  | ---- | ----------- | - | ---- | -
|Cash flows from operating activities:                                                                        |  |      |             |   |      |  
|Loss from continuing operations                                                                              |  | $    | (7,738,193  | ) |      | $
|Income (Loss) from discontinued operations                                                                   |  |      | 10,763,015  |   |      |  
|Net income (loss)                                                                                            |  |      | 3,024,822   |   |      |  
|Adjustments to reconcile net income (loss) to net cash flows from operating activities:                      |  |      |             |   |      |  
|Depreciation and amortization                                                                                |  |      | 1,069,976   |   |      |  
|Stock based compensation                                                                                     |  |      | 3,100       |   |      |  
|Amortization of debt discount                                                                                |  |      | 172,890     |   |      |  
|Interest expense from refinance transactions                                                                 |  |      | 2,859,825   |   |      |  
|(Gain) loss on sale of fixed assets                                                                          |  |      | 40,818      |   |      |  
|Gain on change in fair value of derivative liability                                                         |  |      | (100,382    | ) |      |  
|Changes in operating assets and liabilities                                                                  |  |      |             |   |      |  
|Accounts receivable                                                                                          |  |      | 134,394     |   |      |  
|Inventory                                                                                                    |  |      | 245,087     |   |      |  
|Prepaid expenses and other assets                                                                            |  |      | (259,394    | ) |      |  
|Accounts payable and accrued expenses                                                                        |  |      | 1,251,567   |   |      |  
|                                                                                                             |  |      |             |   |      |  
|Net cash flows from operating activities – continuing operations                                             |  |      | 8,442,703   |   |      |  
|Net cash flows from operating activities – discontinued operations                                           |  |      | (10,800,462 | ) |      |  
|Net cash flows from operating activities                                                                     |  |      | (2,357,759  | ) |      |  
|                                                                                                             |  |      |             |   |      |  
|Cash flows from investing activities:                                                                        |  |      |             |   |      |  
|Acquisition of fixed assets                                                                                  |  |      | (1,172      | ) |      |  
|Cash purchased with business acquisition                                                                     |  |      | -           |   |      |  
|Proceeds from disposal of assets                                                                             |  |      | 458,559     |   |      |  
|Cash payments in business acquisition                                                                        |  |      | -           |   |      |  
|                                                                                                             |  |      |             |   |      |  
|Net cash flows from investing activities – continuing operations                                             |  |      | 457,387     |   |      |  
|Net cash flows from investing activities – discontinued operations                                           |  |      | -           |   |      |  
|Net cash flows from investing activities                                                                     |  |      | 457,387     |   |      |  
|                                                                                                             |  |      |             |   |      |  
|Cash flows from financing activities:                                                                        |  |      |             |   |      |  
|Repayment of amounts due shareholders                                                                        |  |      | (322,245    | ) |      |  
|Increases in long term debt                                                                                  |  |      | 7,228,298   |   |      |  
|Repayment of long term debt                                                                                  |  |      | (5,894,897  | ) |      |  
|Increases in notes payable – related parties                                                                 |  |      | 815,500     |   |      |  
|Repayment of notes payable – related parties                                                                 |  |      | (408,418    | ) |      |  
|                                                                                                             |  |      |             |   |      |  
|Net cash flows from financing activities – continuing operations                                             |  |      | 1,418,238   |   |      |  
|Net cash flows from financing activities – discontinued operations                                           |  |      | (27,500     | ) |      |  
|Net cash flows from financing activities                                                                     |  |      | 1,390,738   |   |      |  
|                                                                                                             |  |      |             |   |      |  
|Decrease in cash and cash equivalents                                                                        |  |      | (509,634    | ) |      |  
|Cash and cash equivalents, beginning                                                                         |  |      | 650,262     |   |      |  
|                                                                                                             |  |      |             |   |      |  
|Cash and cash equivalents, ending                                                                            |  | $    | 140,628     |   |      | $
|Cash paid for interest                                                                                       |  | $    | 2,399,792   |   |      | $
|Cash paid for taxes                                                                                          |  | $    | -           |   |      | $
|                                                                                                             |  |      |             |   |      |  
|Supplemental disclosure of Non-Cash Investing and Financing Activities                                       |  |      |             |   |      |  
|                                                                                                             |  |      |             |   |      |  
|December 2015, issuance of 1,000,000 common stock warrants in satisfaction of debt                           |  | $    | -           |   |      | $
|January 2016, issuance of 5,100,000 common shares in partial satisfaction of debt                            |  | $    | -           |   |      | $
|October 2016, issuance of 6,561,299 common shares as a true up to a prior conversion of debt                 |  | $    | -           |   |      | $
|October 2016, issuance of 7,500,000 common shares from exercise of warrants                                  |  | $    | 14,250      |   |      | $
|December 2016, issuance of 26,041,667 as partial payment on a settlement                                     |  | $    | 25,000      |   |      | $
|December 2016, issuance of 67,000,000 common shares as partial payment of account payable to a related party |  | $    | 207,700     |   |      | $
|December 2016, issuance of 27,803,571 common shares as conversion of debt                                    |  | $    | 10,000      |   |      | $
|January 2017, issuance of 20,000,000 common shares as conversion of debt                                     |  | $    | 7,500       |   |      | $
|February 2017, issuance of 1,000,000 common shares for services                                              |  | $    | 3,100       |   |      | $
|Financed the acquisition of new equipment                                                                    |  | $    | 719,425     |   |      | $
|Satisfaction of debt on sale of assets                                                                       |  | $    | 16,444      |   |      | $
|Principal and interest payments through refinanced debt                                                      |  | $    | 5,596,750   |   |      | $



See accompanying notes to consolidated financial statements.



Table of Contents




BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIESSTATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICITFOR THE NINE MONTHS ENDED JUNE 30, 2017(Unaudited)



|                                                                                    |  | Total Bulova Technologies Group, Inc. Shareholders' Deficit |               |  |              |   |        |                  |  |  |            
|----------------------------------------------------------------------------------- |  | ----------------------------------------------------------- | ------------- |  | ------------ | - | ------ | ---------------- |  |  | -----------
|                                                                                    |  | Preferred Stock                                             |               |  | Common Stock |   |        |                  |  |  |            
|                                                                                    |  | Number of
Shares                                            |               |  | Amount       |   |        | Number of
Shares |  |  | Amount     
|                                                                                    |  |                                                             |               |  |              |   |        |                  |  |  |            
|Balances, October 1, 2015                                                           |  |                                                             | 4,000,000,000 |  |              | $ | 40,000 |                  |  |  | 69,093,518 
|Issuance of shares from the exercise of warrants                                    |  |                                                             |               |  |              |   |        |                  |  |  | 75,000     
|Issuance of warrants associated with settlement of debt                             |  |                                                             |               |  |              |   |        |                  |  |  |            
|Issuance of shares for services                                                     |  |                                                             |               |  |              |   |        |                  |  |  | 5,000,000  
|Issuance of warrants for services                                                   |  |                                                             |               |  |              |   |        |                  |  |  |            
|Issuance of shares for services                                                     |  |                                                             |               |  |              |   |        |                  |  |  | 2,500,000  
|Issuance of shares as part of acquisition                                           |  |                                                             |               |  |              |   |        |                  |  |  | 3,000,000  
|Issuance of warrants as part of acquisition                                         |  |                                                             |               |  |              |   |        |                  |  |  |            
|Issuance of shares as partial settlement of debt                                    |  |                                                             |               |  |              |   |        |                  |  |  | 5,100,000  
|Issuance of shares from the exercise of warrants                                    |  |                                                             |               |  |              |   |        |                  |  |  | 3,510,811  
|Issuance of shares for services                                                     |  |                                                             |               |  |              |   |        |                  |  |  | 850,000    
|Issuance of shares for debt conversion                                              |  |                                                             |               |  |              |   |        |                  |  |  | 9,163,834  
|Issuance of shares for debt conversion                                              |  |                                                             |               |  |              |   |        |                  |  |  | 206,458,988
|Issuance of shares from the exercise of warrants                                    |  |                                                             |               |  |              |   |        |                  |  |  | 39,000,000 
|Net loss for the year ended September 30, 2016                                      |  |                                                             |               |  |              |   |        |                  |  |  |            
|                                                                                    |  |                                                             |               |  |              |   |        |                  |  |  |            
|Balances, September 30, 2016                                                        |  |                                                             | 4,000,000,000 |  |              | $ | 40,000 |                  |  |  | 343,752,151
|Issuance of shares for debt conversion                                              |  |                                                             |               |  |              |   |        |                  |  |  | 6,561,299  
|Issuance of shares from the exercise of warrants                                    |  |                                                             |               |  |              |   |        |                  |  |  | 7,500,000  
|Issuance of shares for a settlement                                                 |  |                                                             |               |  |              |   |        |                  |  |  | 26,041,667 
|Issuance of shares as partial satisfaction of an account payable to a related party |  |                                                             |               |  |              |   |        |                  |  |  | 67,000,000 
|Issuances of shares for debt conversion                                             |  |                                                             |               |  |              |   |        |                  |  |  | 27,803,571 
|Issuance of shares for debt conversion                                              |  |                                                             |               |  |              |   |        |                  |  |  | 20,000,000 
|Issuance of shares for services                                                     |  |                                                             |               |  |              |   |        |                  |  |  | 1,000,000  
|Net income (loss) for the nine months ended June 30, 2017                           |  |                                                             |               |  |              |   |        |                  |  |  |            
|                                                                                    |  |                                                             |               |  |              |   |        |                  |  |  |            
|Balances, June 30, 2017                                                             |  |                                                             | 4,000,000,000 |  |              | $ | 40,000 |                  |  |  | 499,658,688



See accompanying notes to consolidated financial statements.



Table of Contents




BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHSENDEDJUNE 30, 2017

(Unaudited)



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



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



On January 1, 2009, the Company acquired the stock of 3Si Holdings, Inc. (“3Si”), a private company that was under common control and began operations in Florida.  The assets and operations of 3Si at that time were accounted for in three operating subsidiaries, BT Manufacturing Company LLC, Bulova Technologies Ordnance Systems LLC, and Bulova Technologies (Europe) LLC (formerly Bulova Technologies Combat Systems LLC).



From January 1, 2009, Bulova Technologies Group, Inc. operated in multiple business segments. Government Contracting was focused on the production and procurement of military articles for the US Government and other Allied Governments throughout the world, and was accounted for through two of the Company’s wholly owned subsidiaries, Bulova Technologies Ordnance Systems LLC, and Bulova Technologies (Europe) LLC. In October 2012, this segment was discontinued through the sale of substantially all of the assets of Bulova Technologies Ordnance Systems LLC, with any remaining assets and liabilities associated with that operation being segregated and reported as a discontinued operation. Contract Manufacturing included the production of cable assemblies and circuit boards accounted for through BT Manufacturing Company LLC, a wholly owned subsidiary that was discontinued and disposed of in March 2011.



In July of 2013, the Company began the sale of high precision industrial machine tools through a distributor network accounted for through Bulova Technologies Machinery LLC, a newly formed subsidiary.



In January 2016, the Company, through a newly created joint venture, BT-Twiss Transport LLC, acquired 100% of the outstanding common stock of Twiss Transport, Inc., Twiss Logistics, Inc. and Twiss Cold Storage, Inc. and entered into the transportation and logistics industry of freight storage and movement. The joint venture agreement provides for Bulova’s 30% ownership interest, however, Bulova is fully responsible for operational management of the acquired entities, and is liable for approximately 4.6 million of convertible debt utilized to accomplish the acquisition. Accordingly, the joint venture financial statements have been consolidated with those of the Company.





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



The accompanying consolidated balance sheet as of September 30, 2016, has been derived from audited financial statements.



The unaudited interim 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 consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s latest Form 10-K.



We consolidate all entities we control by ownership of a majority voting interest and variable interest entities for which we have the power to direct activities and the obligation to absorb losses. Our judgment in determining if we consolidate a variable interest entity includes assessing which party if any has the power and benefits. Therefore, we evaluate which activities most significantly affect the variable interest entities economic performance, and determine whether we or another party have the power to direct these activities. The following is a listing of the entities we control, and the variable interest entity we have included in our consolidated financial statements:



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



Table of Contents




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



Bulova Technologies (Europe) LLC – co-located at the Company’s headquarters in Clearwater, Florida, this wholly-owned subsidiary (“Europe”), has been engaged in several lines of related business, including a Mortar Exchange Program, the offsets program, the administration of the blanket purchase agreement awarded to Ordnance by the Government, and the brokerage of commercial, small caliber ammunition. Europe continues to pursue the brokerage of the sale of Eastern European commercial small caliber ammunition to large U.S. customers on a wholesale basis and to small retail customers in the U.S.



Bulova Technologies Advanced Products LLC- co-located at the Company’s headquarters in Clearwater, Florida, this subsidiary (“BTAP”) actively seeks technologically innovative products in industries in which the Bulova Technologies name and management team can bring value. The Company commenced operations in mid-2015 through Bulova Technologies Healthcare Products LLC and a joint venture relationship with Bulova Technologies Compliance and Security LLC.



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



Bulova Technologies Compliance and Security LLC - co-located at the Company’s headquarters in Clearwater, Florida, this company is a joint venture. The Company’s ownership interest in this joint venture is 30 percent. The Company accounts for this joint venture interest using the equity method of accounting and does not consolidate its operations. At June 30, 2017, the operations of the joint venture reflect a loss in excess of the Company’s investment. As a result, the amount carried on the balance sheet as of June 30, 2017, is $0. This company was established to market the Enterprise Content Management Library ("ECM Library"©) and the companion K-3 Data Encryption software to government agencies, banks, law firms and mid to large size businesses. The ECM Library© software system provides for advanced search capability, high demand security, protection notification alerts, and back-up repository maintenance. The software provides unique layers of security in the access to the stored data. These layers actively monitor access to repository data, download and transmission of confidential files, insertion of external memory devices, on-line searches that have been performed, web-sites visited, and e-mails sent or received using the repository content.



Bulova Technologies Ordnance Systems LLC. - Prior to discontinuance, this operation was located on 261 acres in Mayo, Florida. Ordnance was a load, assembly, and pack facility specializing in fuzes, safe and arming devices and explosive simulators. Bulova Technologies Ordnance Systems LLC is registered with the United States Department of State Directorate of Defense Trade Controls (DDTC). It produced a variety of pyrotechnic devices, ammunition and other energetic materials for the U. S. Government and other allied governments throughout the world. In October 2012, Ordnance sold substantially all of its assets to an unrelated party.  As a result, the only remaining work with the DoD performed by Ordnance was the nominal performance of the contracts which were transferred (until a novation of the transferred contracts was to take place) and a remaining blanket purchase agreement (BPA) with the DoD whereby the DoD may order non-standard (e.g. Eastern European) weapons for shipment to friendly forces abroad. The BPA expired in October 2015. Ordnance has not sought any new contracts from the DoD since 2012. On March 29, 2017, the Company sold all of its ownership interests in Ordnance.



BT Twiss Transport LLC – This company is a joint venture. The Company’s ownership interest in this joint venture is 30 percent. The Company accounts for this joint venture interest as a variable interest entity, and consolidates its operations. This company was established to facilitate the acquisition on January 28, 2016 of Twiss Transport, Inc., Twiss Logistics, Inc., and Twiss Cold Storage, Inc.



| | ● | Twiss Transport, Inc. is a full-service Truckload and LTL freight shipping company specializing in the transportation of Frozen, Chilled and Dry goods to and from anywhere within the Continental United States.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | Twiss Logistics, Inc. is a Truckload Brokerage company that negotiates competitive rates and utilizes a network of reliable carriers other than Twiss Transport, to facilitate the movement of additional freight in and out of Florida and anywhere else in the Continental United States.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | Twiss Cold Storage, Inc. operates a Cold Storage facility of 132,055 square feet of frozen and chilled warehouse space providing refrigeration service for perishable products in transit through multiple distribution channels, as well as those provided by Twiss Transport and Twiss Logistics.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In the opinion of management, the accompanying consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position as of June 30, 2017, and September 30, 2016 and the results of operations and cash flows for the three and nine months ended June 30, 2017 and 2016.



Table of Contents




Subsequent Events



The Company has evaluated subsequent events through the date of filing this Form 10-Q to assess the need for potential recognition or disclosure in this report. Based upon this evaluation, management determined that all subsequent events that require recognition in the financial statements have been included (Note 12).



Business Segments



Commencing with the acquisition of Twiss Transport, Inc., Twiss Logistics, Inc. and Twiss Cold Storage, Inc., the Company began operating in two distinct business segments, transportation services and commercial sales. The transportation segment provides freight handling as well as transport, and the commercial sales segment is involved in sales and distribution of industrial machines, ammunition, and healthcare products. Financial information by segment is presented in the notes to the consolidated financial statements.



Concentrations – Major Customers



For the nine months ended June 30, 2017, approximately 40% of the revenue accounted for within the Company’s transportation business segment was provided by three customers, one representing approximately 26% and the other two approximately 7% each.



Use of Estimates



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



Financial Instruments



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



Fair Value Measurement



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



Level 1: Quotes market prices in active markets for identical assets or liabilities.



Level 2: Observable market based inputs or unobservable inputs that were corroborated by market data.



Level 3: Unobservable inputs that were not corroborated by market data.



Equity method of accounting – Joint Venture



The Company accounts for its joint venture interest in Bulova Technologies Compliance and Security LLC using the equity method of accounting. The Company’s ownership interest in this joint venture is 30 percent. At June 30, 2017, the operations of the joint venture reflect a loss in excess of the Company’s investment. As a result, the amount carried on the balance sheet as of June 30, 2017, is $0.



Variable Interest Entities



Through the formation of BT Twiss Transport LLC, the Company is now a 30% owner in this new joint venture, which was utilized to acquire the three transportation services companies described in Note 4. To accomplish this acquisition, the Company provided approximately $4.6 million of the financing necessary through the issuance of convertible debt. Through a joint venture operating agreement, the Company has full power to direct the activities most significant to the economic performance of this joint venture. As a result, the Company is the primary beneficiary, and the joint venture has been consolidated in the Company’s consolidated financial statements.



Table of Contents




Cash and Cash Equivalents



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



Accounts receivable



Accounts receivable represent amounts due from customers in the ordinary course of business from sales activities in each of the Company’s business segments. The Company considers accounts more than 90 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. The Company generally does not require collateral for its accounts receivable. At June 30, 2017 and September 30, 2016, the Company has provided an allowance for doubtful accounts of $0 and $11,468 respectively.



Inventory



Inventory is stated at the lower of cost (first-in, first-out) or market. Market is generally considered to be net realizable value. Inventory consisted of items held for resale and materials and supplies for sale and service.



The breakdown of inventory at June 30, 2017 and September 30, 2016 is as follows:





|                                         |  | June 30, |         |  | September 30, |  
|---------------------------------------- |  | -------- | ------- |  | ------------- | -
|                                         |  | 2017     |         |  | 2016          |  
|Finished goods                           |  | $        | 126,244 |  |               | $
|Materials and supplies                   |  |          | 50,000  |  |               |  
|                                         |  |          |         |  |               |  
|Total inventory of continuing operations |  | $        | 176,244 |  |               | $





Other current assets



Other current assets are comprised of the following at June 30, 2017 and September 30, 2016



|                              |  | June 30,
2017 |         |  | September 30,
2016 |  
|----------------------------- |  | ------------- | ------- |  | ------------------ | -
|                              |  |               |         |  |                    |  
|Prepaid expenses and deposits |  | $             | 538,855 |  |                    | $
|                              |  |               |         |  |                    |  
|                              |  | $             | 538,855 |  |                    | $





Fixed Assets



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



Table of Contents




Fixed assets are comprised of the following at June 30, 2017 and September 30, 2016





|                                 |  | June 30, |            |   | September 30, |  
|-------------------------------- |  | -------- | ---------- | - | ------------- | -
|                                 |  | 2017     |            |   | 2016          |  
|                                 |  |          |            |   |               |  
|Funiture, fixtures and equipment |  |          | 368,419    |   |               |  
|Tractors and trailers            |  |          | 9,993,798  |   |               |  
|Capital lease assets             |  |          | 1,336,243  |   |               |  
|Vehicle and other                |  |          | 55,770     |   |               |  
|                                 |  |          | 11,754,230 |   |               |  
|Less accumulated depreciation    |  |          | (1,873,506 | ) |               |  
|                                 |  |          |            |   |               |  
|Net fixed assets                 |  | $        | 9,880,724  |   |               | $



Other assets



Other assets are comprised of the following at June 30, 2017 and September 30, 2016





|                                                     |  | June 30, |         |  | September 30, |  
|---------------------------------------------------- |  | -------- | ------- |  | ------------- | -
|                                                     |  | 2017     |         |  | 2016          |  
|Advances - Bulova Technologies Compliance & Security |  | $        | 162,338 |  |               | $
|Refundable deposits                                  |  |          | 24,619  |  |               |  
|                                                     |  |          |         |  |               |  
|                                                     |  | $        | 186,957 |  |               | $



Impairment of Long-Lived Assets



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



Derivative Financial Instruments



The fair value of an embedded conversion option that is convertible into a variable amount of shares that include price protection reset provision features are deemed to be “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815 “Derivatives and Hedging”, since “down-round protection” is not an input into the calculation of the fair value of the conversion option and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815. The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.



As a result of entering into convertible credit facilities during the nine months ended June 30, 2016, for which such instruments contained variable conversion features with no floor, the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation.



The Black-Scholes option valuation model was used to estimate the fair value of these conversion options. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the conversion option. The Company used the following range of Black-Scholes assumptions in arriving at the fair value of this conversion as of June 30, 2017, in the amount of $300,746.



Table of Contents




|                         | June 30,
|------------------------ | --------
|                         | 2017    
|                         |         
|Expected Life in Years   | 0.25    
|Risk-free Interest Rates | 0.89%   
|Volatility               | 327.5%  
|Dividend Yield           |         



Discontinued Operations



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



Revenue Recognition



Commercial sales revenue is generally recognized upon the shipment of product to customers or the acceptance by customers of the product. Allowances for sales returns, rebates and discounts are recorded as a component of net sales in the period the allowances were recognized.



Revenue from rental payments received on equipment operating leases is recognized on a straight-line basis over the term of the lease.



The Company recognizes transportation related revenues on the date the shipments are delivered to the customer. Revenue includes transportation revenue, fuel surcharges, loading and unloading activities, equipment detention, and other accessorial services. Revenue is recorded on a gross basis, without deducting third party purchased transportation costs, as the Company acts as a principal with substantial risks as primary obligor.



Cost of Revenues



The costs of revenues relative to our Commercial Sales segment include direct materials and labor costs, and indirect labor associated with production and shipping costs.



The cost of revenues relative to our Transportation Services segment include tractor and trailer maintenance and operational costs as well as the costs associated with drivers.



Advertising Costs



The costs of advertising are expensed as incurred and are included in the Company’s operating expenses. The Company incurred advertising expenses of $7,242 for the nine months ended June 30, 2017 as compared to $21,165 for the nine months ended June 30, 2016.



Shipping Costs



The Company includes shipping costs in cost of revenues.



Income Taxes



Income tax benefits or provisions are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the recorded book basis and the tax basis of assets and liabilities for financial and income tax reporting. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities were recovered or settled. Deferred tax assets were also recognized for operating losses that were available to offset future taxable income and tax credits that were available to offset future federal income taxes, less the effect of any allowances considered necessary. The Company follows the guidance provided by ASC 740, Accounting for Uncertainty in Income Taxes, for reporting uncertain tax provisions.



Income (Loss) per Common Share



Basic net loss per share excludes the impact of common stock equivalents. Diluted net income (loss) per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of June 30, 2017, there were 140,780,832 vested common stock warrants outstanding, which were not included in the calculation of net income per share-diluted because they were anti-dilutive due to current market prices.



Table of Contents




Effect of Recent Accounting Pronouncements



From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position.



ASU Update 2014-09 Revenue from Contracts with Customers(Topic 606) issued May 28, 2014 by FASB and IASB converged guidance on recognizing revenue in contracts with customers on an effective date after December 31, 2017 will be evaluated as to impact and implemented accordingly.



ASU Update 2014-15 Presentation of Financial Statements-Going Concern(Sub Topic 205-40) issued August 27, 2014 by FASB defines managements responsibility to evaluate whether there is a substantial doubt about an organizations ability to continue as a going concern. The additional disclosure required is effective after December 31, 2016 and will be evaluated as to impact and implemented accordingly.



In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Cost.The guidance requires an entity to present debt issuance costs in the balance sheet as a direct reduction from the carrying amount of the debt liability, consistent with debt discounts, rather than as an asset. Amortization of debt issuance costs will continue to be reported as interest expense. Debt issuance costs related to revolving credit arrangements, however, will continue to be presented as an asset and amortized ratably over the term of the arrangement. ASU 2015-03 is effective for reporting periods beginning after December 15, 2015 including interim periods within those annual periods.



In July 2015, the FASB issued ASU 2015-11, Inventory,which simplifies the measurement principle of inventories valued under the First-In, First-Out ("FIFO") or weighted average methods from the lower of cost or market to the lower of cost and net realizable value. ASU 2015-1 1 is effective for reporting periods beginning after December 15, 2016 including interim periods within those annual periods. We do not expect the standard to have a material impact on our Consolidated Financial Statements.



In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes,which requires that defe1Ted tax assets and liabilities be classified as non-current on the consolidated balance sheet. ASU 2015-17 is effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. Upon adoption, ASU 2015-17 may be applied either prospectively or retrospectively. We do not expect the adoption of this guidance to have a material impact on our Consolidated Financial Statements.



In February 2016, the FASB issued ASU No. 2016-02, Leases,to improve financial reporting about leasing transactions. This ASU will require organizations that lease assets ("lessees") to recognize a lease liability and a right-of-use asset on its balance sheet for all leases with terms of more than twelve months. A lease liability is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset represents the lessee's right to use, or control use of, a specified asset for the lease term. The amendments in this ASU simplify the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. This ASU leaves the accounting for the organizations that own the assets leased to the lessee ("lessor") largely unchanged except for targeted improvements to align it with the lessee accounting model and Topic 606, Revenue from Contracts with Customers.



The amendments in ASU 2016-02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is evaluating the potential impact of ASU 2016-02 on its Consolidated Financial Statements.



Going Concern Matters



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



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



Table of Contents




3. Discontinued Operations



In October of 2012, Bulova Technologies Ordnance Systems LLC sold substantially all of its assets to an unrelated party, and discontinued operations. As a result of the decision to sell these assets, the Company has identified the assets and liabilities of Ordnance as pertaining to discontinued operations at June 30, 2017 and September 30, 2016 and has segregated its operating results and presented them separately as a discontinued operation for all periods presented.



On March 29, 2017, the Company entered into a Member Purchase Agreement, to sell all of the membership interests of this wholly-owned subsidiary. The buyer is an independent third party and has no prior relationship to the Company and / or its officers. The Company recognized a gain on the deconsolidation of this subsidiary within the accounting for this discontinued operation as of March 31, 2017.



Summarized operating results for discontinued operations is as follows:



|                                                       |  | Three Months Ended June 30, |   |  | Nine Months Ended June 30, |  
|------------------------------------------------------ |  | --------------------------- | - |  | -------------------------- | -
|                                                       |  | 2017                        |   |  | 2016                       |  
|                                                       |  |                             |   |  |                            |  
|Revenue                                                |  | $                           | - |  |                            | $
|Cost of Sales                                          |  |                             | - |  |                            |  
|Gross profit                                           |  |                             | - |  |                            |  
|Operating expenses and interest                        |  |                             | - |  |                            |  
|Other income (expense)                                 |  |                             | - |  |                            |  
|Income (loss) from operations                          |  |                             | - |  |                            |  
|Gain on deconsolidation of subsidiary                  |  |                             | - |  |                            |  
|Income tax benefit                                     |  |                             | - |  |                            |  
|Income (loss) from discontinued operations, net of tax |  | $                           | - |  |                            | $



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



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



|                                                       |  | June 30, |   |  | September 30, |  
|------------------------------------------------------ |  | -------- | - |  | ------------- | -
|                                                       |  | 2017     |   |  | 2016          |  
|                                                       |  |          |   |  |               |  
|Cash                                                   |  | $        | - |  |               | $
|Accounts receivable                                    |  |          | - |  |               |  
|Inventory                                              |  |          | - |  |               |  
|Other current assets                                   |  |          | - |  |               |  
|Total current assets from discontinued operations      |  |          | - |  |               |  
|Property plant and equipment - net                     |  |          | - |  |               |  
|Other assets                                           |  |          | - |  |               |  
|Total assets from discontinued operations              |  | $        | - |  |               | $
|                                                       |  |          |   |  |               |  
|                                                       |  |          |   |  |               |  
|Accounts payable and accrued expenses                  |  | $        | - |  |               | $
|Current portion of long-term debt                      |  |          | - |  |               |  
|Provision for loss on disposal of business segment     |  |          | - |  |               |  
|Total current liabilities from discontinued operations |  |          | - |  |               |  
|Deferred revenue - contract dispute                    |  |          | - |  |               |  
|Total liabilities from discontinued operations         |  | $        | - |  |               | $



Table of Contents




4. Business Combination – Variable Interest Entity and Intangibles



BT-Twiss Transport, LLC



As discussed in Note 1, on January 28, 2016, the Company, through its joint venture entity, BT-Twiss Transport LLC, closed on the acquisition of 100% of the outstanding stock of Twiss Transport, Inc., Twiss Logistics, Inc., and Twiss Cold Storage, Inc. in a transaction accounted for as a variable interest entity. The determination to include a variable interest entity in the consolidated financial statements of the Company is based on an evaluation of the benefits and obligations associated with the Company’s active role in the entity’s design and involvement in its ongoing activities. More specifically, was the determination that the Company is established as the primary beneficiary based on possessing both of the following:



| | ● | Power to direct the activities of the VIE that most significantly impact the entity’s economic performance through an operating agreement entrusting full operational control and assets to the Company.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | An exposure to absorb losses of the entity that could potentially be significant to the VIE through the provision of approximately $4.6 million dollars of financing to complete the acquisition through convertible debt.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Accordingly, the results of BT-Twiss Transport LLC are included in the accompanying consolidated financial statements only from the acquisition date through June 30, 2017. The recorded cost of this acquisition was based upon the fair value of the Company’s acquired based on an independent valuation. An intangible asset for goodwill has been recorded in the amount of $4,789,772. Generally accepted accounting principles do not allow the amortization of goodwill, but instead require an annual evaluation of the amount for impairment.



The total purchase price of the three companies was calculated as follows:



|Cash consideration                         |  | $ | 5,166,155  | 
|------------------------------------------ |  | - | ---------- | 
|Convertible promissory note                |  |   | 4,666,155  | 
|3,000,000 restricted common shares         |  |   | 157,500    | 
|Warrants to purchase 500,000 common shares |  |   | 26,250     | 
|                                           |  |   |            | 
|Total purchase price                       |  | $ | 10,016,060 | 



Goodwill is calculated by comparing the total purchase price to the fair values of assets acquired and liabilities assumed in connection with this acquisition by the Company’s joint venture, as follows:



|Total Purchase Price                 |  | $ | 10,016,060 |  
|------------------------------------ |  | - | ---------- | -
|                                     |  |   |            |  
|Fair Value of Assets and Liabilities |  |   |            |  
|Cash                                 |  | $ | 196,229    |  
|Accounts receivable                  |  |   | 1,671,342  |  
|Inventory                            |  |   | 50,000     |  
|Prepaid expenses and other assets    |  |   | 216,905    |  
|Property and equipment               |  |   | 11,001,267 |  
|Other assets                         |  |   | 23,648     |  
|Less current liabilities assumed     |  |   | (1,326,652 | )
|Less long-term debt assumed          |  |   | (6,606,451 | )
|                                     |  |   | 5,226,288  |  
|                                     |  |   |            |  
|Calculated Goodwill                  |  | $ | 4,789,772  |  



5.  Contract Dispute - Discontinued Operations



At September 30, 2016, and through March 29, 2017, the Company included in liabilities of discontinued operations the amount of $10,800,000 relative to a contract performance dispute of its then wholly owned subsidiary, Bulova Technologies Ordnance Systems LLC, with the US Government. This amount represented deferred revenue arising from the percentage of completion accounting applied to a contract that was terminated prior to its completion. Ordnance asserted various claims in this dispute and, consequently, carried this amount as long term pending resolution of the counter claims. On March 29, 2017, the Company sold 100% of its ownership interest in Ordnance, and recognized a gain on the deconsolidation of this subsidiary. Consequently, Bulova Technologies Ordnance Systems LLC is no longer included in the consolidated financial statements of the Company.



Table of Contents




6. Long Term Debt



Long term debt consisted of the following at:



|                                                                                                                                                                                                                                                                             |  | June 30, 2017 |             |   | September 30, 2016 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | - | ------------------ | -
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Note payable to Keehan Trust Funding, LLC as amended on February 16, 2016 in the amount of $1,600,000. This note is secured by the assignment of potential proceeds from a claim against a terminated government contract with a value in excess of $4,700,000.              |  |               | 1,051,500   |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Note payable to Ford Credit dated October 1, 2014 in the amount of $32,929 payable in 48 monthly installments of $744, secured by a vehicle                                                                                                                                  |  |               | -           |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Capital lease obligation dated July 16, 2015, bearing interest at 8%, payable at 3,355 monthly with a final payment due June 16, 2020, secured by equipment.                                                                                                                 |  |               | 108,027     |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Various notes payable to EIN CAP in various amounts with no stipulated interest rate, and various maturity dates, unsecured, totaling $142,100 net of discount of $32,375 and $102,335 net of discount of $29,975 respectively.                                              |  |               | 109,725     |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Various notes payable to Complete Business Solutions in various amounts, with no stipulated interest rate, and various maturity dates, unsecured, totaling $3,724,202 net of discount of $776,868 and $1,173,521 net of discount of $185,046 respectively                    |  |               | 2,947,334   |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Various notes payable to Yellowstone Capital in various amounts with no stipulated interest rate, and various maturity dates, unsecured, totaling $641,945 net of discount of $174,338 and $212,382 net of discount of $66,944 respectively/                                 |  |               | 467,607     |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Note payable to Sunshine Bank dated January 28, 2016 as a revolving credit line, bearing interest at Prime plus 1%, with a maturity of January 31, 2021, secured by the assets of BT Twiss Transport LLC.                                                                    |  |               | 2,000,000   |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Note payable to Sunshine Bank dated January 28, 2016 in the amount of $2,000,000, bearing interest at 4.75%, with a maturity date of January 31, 2021, net of unamortized loan costs of $31,813 and $38,472 respectively, secured by the assets of BT-Twiss Transport, LLC.  |  |               | 1,639,045   |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Various notes payable to Power Up Lending Group, LTD in various amounts, with no stipulated interest rate, and various maturity dates, unsecured, totaling $328,361 net of discount of $67,455 and $454,752 net of discount of $89,601 respectively                          |  |               | 260,906     |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Financing agreements for the purchase of insurance through Bank Direct payable in monthly installments                                                                                                                                                                       |  |               | 302,577     |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Note payable to Sunshine Bank dated September 30, 2016 as a revolving credit line, bearing interest at Prime plus 1%, with a maturity of January 31, 2021, secured by the assets of Twiss Transport, Inc. net of unamortized loan costs of $46,095 and $54,769 respectively. |  |               | 4,630,607   |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Various equipment financing contracts for Transport Tractors and Trailers, with various terms and interest rates, secured by equipment                                                                                                                                       |  |               | 2,018,116   |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Various capital lease obligations for Transport Tractors, with various payment terms, secured by equipment                                                                                                                                                                   |  |               | 802,135     |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Various notes payable to Ace Funding in various amounts, with no stipulated interest rate, and various maturity dates, unsecured, totaling $400,250 net of discount of $114,593.                                                                                             |  |               | 285,657     |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Note payable to RAM Capital, with no stipulated interest rate, unsecured, totaling $185,658 net of discount of $57,644.                                                                                                                                                      |  |               | 128,014     |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Note payable to Caymus Funding, Inc., with no stipulated interest rate, unsecured, totaling $209,000 net of discount of $31,910.                                                                                                                                             |  |               | 177,090     |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Note payable to New Era Lending, LLC, with no stipulated interest rate, unsecured, totaling $326,250 net of discount of $101,250.                                                                                                                                            |  |               | 225,000     |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Two promissory notes payable to LiftForward, Inc., each in the amount of $510,000, each payable in twenty-four monthly installments of $25,997.23, with a maturity date of January 28, 2019, net of unamortized loan costs of $40,771                                        |  |               | 798,989     |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Convertible promissory note payable to Power Up Lending Group LTD, bearing interest at 8% per annum, with a maturity date of October 28, 2017, in the amount of $53,000 net of discount of $17,666.                                                                          |  |               | 35,334      |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Convertible promissory note payable to Power Up Lending Group LTD, bearing interest at 12% per annum, with a maturity date of October 28, 2017. In the amount of $78,590, net of discount of $69,858.                                                                        |  |               | 8,732       |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Note payable to Fast Advance Funding with no stipulated interest rate, unsecured, totaling $327,500 net of discount of $77,500.                                                                                                                                              |  |               | 250,000     |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Note payable to Nexgen Capital LLC with no stipulated interest rate, unsecured, totaling $122,080 net of discount of $35,920.                                                                                                                                                |  |               | 86,160      |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Note payable to Queen Funding LLC with no stipulated interest rate, unsecured, totaling $274,641 net of discount of $80,802.                                                                                                                                                 |  |               | 193,839     |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|Note payable to Allianz with no stipulated interest rate, unsecured.                                                                                                                                                                                                         |  |               | 6,767       |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               |             |   |                    |  
|                                                                                                                                                                                                                                                                             |  |               | 18,533,161  |   |                    |  
|Less current portion pertaining to continuing operations                                                                                                                                                                                                                     |  |               | (11,531,457 | ) |                    |  
|Less current portion pertaining to discontinued operations                                                                                                                                                                                                                   |  |               | -           |   |                    |  
|Less long term portion associated with discontinued operations                                                                                                                                                                                                               |  |               | -           |   |                    |  
|                                                                                                                                                                                                                                                                             |  | $             | 7,001,704   |   |                    | $



Table of Contents




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



|Period ended June 30, |  |   |            | 
|--------------------- |  | - | ---------- | 
|2018                  |  | $ | 11,531,457 | 
|2019                  |  |   | 2,111,107  | 
|2020                  |  |   | 1,874,791  | 
|2021                  |  |   | 2,463,059  | 
|2022                  |  |   | 552,747    | 
|Thereafter            |  |   | -          | 
|                      |  | $ | 18,533,161 | 



6. Notes Payable – Related Parties



Notes payable related parties consisted of the following at:



|                                                                                                                                                                                                                                                                                                                                          |  | June 30, 2017 |            |  | September 30, 2016 |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- |  | ------------------ | -
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Various promissory notes as of September 30, 2014, exchanged on January 1, 2015 for Convertible promissory notes payable to NFC III LLC bearing interest at 8%. These notes mature and all principal and interest is due and payable on March 31, 2020                                                                                    |  |               | 1,356,819  |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Various promissory notes as of September 30, 2014, exchanged on January 1, 2015 for Convertible promissory notes payable to SIII Associates Limited Partnership bearing interest at 8%. These notes mature and all principal and interest is due and payable on March 31, 2020                                                            |  |               | 1,341,755  |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Promissory note as of September 30, 2014, exchanged on January 1, 2015 for a Convertible promissory note payable to SIII Associates Limited Partnership bearing interest at 8%. This note matures and all principal and interest is due and payable on March 31, 2020                                                                     |  |               | 100,000    |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Various promissory notes as of September 30, 2014, exchanged on January 1, 2015 for Convertible promissory notes payable to SV Associates Limited Partnership bearing interest at 8%. These notes mature and all principal and interest is due and payable on September 15, 2017 for $3,500 and the balance of $116,000 on March 31, 2020 |  |               | 119,500    |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Various promissory notes as of September 30, 2014, exchanged on January 1, 2015 for Convertible promissory notes payable to Craigmore Machinery Company bearing interest at 8%. These notes mature and all principal and interest is due and payable on September 15, 2017 for $155,000 and the balance of $403,712 on March 31, 2020     |  |               | 558,712    |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Various promissory notes as of September 30, 2014, exchanged on January 1, 2015 for Convertible promissory notes payable to Gary Shapiro bearing interest at 8%. These notes mature and all principal and interest is due and payable on March 31, 2020                                                                                   |  |               | 205,000    |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Promissory note payable to Craigmore DB Plan dated November 9, 2015 bearing interest at 8%. This note matures and all principal and interest is due and payable on March 31, 2020                                                                                                                                                         |  |               | 186,000    |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Promissory note as of September 30, 2014, exchanged on January 1, 2015 for a Convertible promissory note payable to Tropico Equity Partners LLC bearing interest at 8%. This note matures and all principal and interest is due and payable on March 31, 2020                                                                             |  |               | 68,161     |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Convertible promissory note payable to Tropico Management LP bearing interest at 8%. This note matures and all principal and interest is due and payable on March 31, 2020                                                                                                                                                                |  |               | 10,606     |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Convertible promissory notes payable to SF NextGen bearing interest at 8%. These notes mature and all principal and interest is due and payable on March 31, 2020                                                                                                                                                                         |  |               | 192,000    |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Various promissory notes as of September 30, 2014, exchanged on January 1, 2015 for Convertible promissory notes payable to Banyan Capital Finance bearing interest at 8%. These notes mature and all principal and interest is due and payable on March 31, 2020                                                                         |  |               | 23,000     |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Various promissory notes as of September 30, 2014, exchanged on January 1, 2015 for Convertible promissory notes payable to Colleen Stacy Shapiro 2007 Trust bearing interest at 8%. These notes mature and all principal and interest is due and payable on March 31, 2020                                                               |  |               | 160,000    |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Convertible promissory note payable to Colleen Stacy Shapiro 2007 Trust bearing interest at 8%. This note matures and all principal and interest is due and payable on March 31, 2020                                                                                                                                                     |  |               | 20,000     |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Various promissory notes as of September 30, 2014, exchanged on January 1, 2015 for Convertible promissory notes payable to Rachel E Shapiro Trust bearing interest at 8%. These notes mature and all principal and interest is due and payable on March 31, 2020                                                                         |  |               | 51,500     |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Various promissory notes as of September 30, 2014, exchanged on January 1, 2015 for Convertible promissory notes payable to Shapiro Family D1 Trust bearing interest at 8%. These notes mature and all principal and interest is due and payable on March 31, 2020                                                                        |  |               | 180,000    |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Promissory note as of September 30, 2014, exchanged on January 1, 2015 for a Convertible Promissory Note payable to The Shapiro Family D1 Trust dated bearing interest at 8%. This note matures and all principal and interest is due and payable on March 31,2020                                                                        |  |               | 400,000    |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Convertible promissory note dated February 6, 2015 in the original amount of $4,000,000 bearing interest at 7%, interest payable quarterly, with a maturity date of February 5, 2021, net of discount of $465,833 and $563,333 respectively                                                                                               |  |               | 2,919,525  |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Convertible promissory note dated January 28, 2016 in the amount of $4,666,155 bearing interest at 5%, interest payable quarterly, convertible at $.10 per share, with a maturity date of January 28, 2020.                                                                                                                               |  |               | 4,666,155  |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Promissory note dated January 28, 2016 in the amount of $2,400,000 bearing interest at 4.24% with a maturity date of January 29, 2021, net of unamortized loan costs of $25,145 and $30,408 respectively.                                                                                                                                 |  |               | 2,242,206  |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Promissory note dated February 3, 2011 in the amount of $229,755 bearing interest at 8% payable on demand                                                                                                                                                                                                                                 |  |               | 8,720      |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Promissory note dated April 26, 2016 in the amount of $400,000 bearing interest 5%, with a maturity date of April 26, 2018, unsecured.                                                                                                                                                                                                    |  |               | 400,000    |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Short term advance in the amount of $150,000, non-interest bearing, payable on demand. This advance was paid in full on October 5, 2016                                                                                                                                                                                                   |  |               | -          |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|Promissory note dated May 12, 2017 in the amount of $630,000 bearing interest 10%, with a maturity date of May 12, 2018, unsecured.                                                                                                                                                                                                       |  |               | 575,357    |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               |            |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  |               | 15,785,016 |  |                    |  
|Less current portion pertaining to continuing operations                                                                                                                                                                                                                                                                                  |  |               | 848,889    |  |                    |  
|Less current portion pertaining to discontinued operations                                                                                                                                                                                                                                                                                |  |               | -          |  |                    |  
|Less long term portion associated with discontinued operations                                                                                                                                                                                                                                                                            |  |               | -          |  |                    |  
|                                                                                                                                                                                                                                                                                                                                          |  | $             | 14,936,127 |  |                    | $



Table of Contents




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



|Period ended June 30, |  |   |            | 
|--------------------- |  | - | ---------- | 
|2018                  |  | $ | 848,889    | 
|2019                  |  |   | 479,914    | 
|2020                  |  |   | 4,868,226  | 
|2021                  |  |   | 9,587,987  | 
|2022                  |  |   | -          | 
|Thereafter            |  |   | -          | 
|                      |  | $ | 15,785,016 | 



As of June 30, 2017, and September 30, 2016 there is an amount of accrued interest on related party notes payable of $1,378,416 and $1,137,163 respectively included in accrued expenses – related party for each year.



7. Income Taxes



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



The Company has previously recognized an income tax benefit for its operating losses generated since inception through September 30 2016 based on uncertainties concerning its ability to generate taxable income in future periods. Based on current events management has re-assessed the valuation allowance and the recognition of the deferred tax assets attributable to the net operating losses and other assets. Based on the Company’s history of losses and other negative evidence, the Company has determined that the valuation allowance should be increased accordingly to offset the entire deferred tax asset.



As of September 30, 2016, the Company has estimated net operating losses of approximately $28,950,000. The potential benefit of these net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not that it will utilize the net operating losses carried forward in future years. The net operating loss carry forwards will expire in 2022 through 2036.



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



|Continuing Operations                   |  | 6/30/2017 |        |   | 9/30/2016 | 
|--------------------------------------- |  | --------- | ------ | - | --------- | 
|                                        |  |           |        |   |           | 
|Expected provision at US statutory rate |  |           | 34.00  | % |           | 
|State income tax net of federal benefit |  |           | 3.63   | % |           | 
|Permanent and Other Differences         |  |           | -      |   |           | 
|Valuation Allowance                     |  |           | -37.63 | % |           | 
|                                        |  |           |        |   |           | 
|Effective Income Tax Rate               |  |           | 0.00   | % |           | 



The Company files income tax returns on a consolidated basis in the United States federal jurisdiction and the State of Florida. As of September 30, 2016, the tax returns for the Company for the years ended 2012 through 2015 remain open to examination by the Internal Revenue Service and Florida Department of Revenue. The Company and its subsidiaries are not currently under examination for any period.



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



8. Segment reporting



Commencing with the Company’s acquisitions through its joint venture entity, BT-Twiss Transport LLC, in January 2016, the Company now operates in two business segments. The Commercial Sales segment is focused on sales of Industrial Machinery, ammunition, software and healthcare products. The Transportation segment provides for freight storage and movement throughout the Continental United States.



Table of Contents




SEGMENT INFORMATION FOR THE NINE MONTHS ENDED JUNE 30, 2017 IS AS FOLLOWS:



|                                                                      |  | Commercial Sales |           |   | Transportation |   |            | Total | 
|--------------------------------------------------------------------- |  | ---------------- | --------- | - | -------------- | - | ---------- | ----- | 
|                                                                      |  |                  |           |   |                |   |            |       | 
|Revenue                                                               |  | $                | 1,215,580 |   |                | $ | 17,778,523 |       | 
|Cost of Sales                                                         |  |                  | 1,256,387 |   |                |   | 13,075,656 |       | 
|                                                                      |  |                  |           |   |                |   |            |       | 
|Gross profit                                                          |  |                  | (40,807   | ) |                |   | 4,702,867  |       | 
|Selling, general and administrative expenses                          |  |                  | 458,192   |   |                |   | 3,661,473  |       | 
|Depreciation and interest expenses                                    |  |                  | 140,750   |   |                |   | 1,908,611  |       | 
|                                                                      |  |                  |           |   |                |   |            |       | 
|Loss from operations                                                  |  |                  | (639,749  | ) |                |   | (867,217   | )     | 
|Other income (expense)                                                |  |                  | (5,756    | ) |                |   | (37,375    | )     | 
|                                                                      |  |                  |           |   |                |   |            |       | 
|Net loss                                                              |  | $                | (645,505  | ) |                | $ | (904,592   | )     | 
|                                                                      |  |                  |           |   |                |   |            |       | 
|Total Assets                                                          |  | $                | 441,655   |   |                | $ | 12,403,303 |       | 
|                                                                      |  |                  |           |   |                |   |            |       | 
|Reconciliation of Segment Amounts Reported to Consolidated Amounts    |  |                  |           |   |                |   |            |       | 
|                                                                      |  |                  |           |   |                |   |            |       | 
|Total revenues for reportable segments                                |  |                  |           |   |                |   |            |       | 
|Unallocated amounts relating to corporate operations                  |  |                  |           |   |                |   |            |       | 
|                                                                      |  |                  |           |   |                |   |            |       | 
|Total consolidated revenue                                            |  |                  |           |   |                |   |            |       | 
|                                                                      |  |                  |           |   |                |   |            |       | 
|Net loss                                                              |  |                  |           |   |                |   |            |       | 
|Total loss for reportable segments                                    |  |                  |           |   |                |   |            |       | 
|Unallocated amounts relating to corporate operations                  |  |                  |           |   |                |   |            |       | 
|Selling, general and administrative expenses                          |  |                  |           |   |                |   |            |       | 
|Stock based compensation                                              |  |                  |           |   |                |   |            |       | 
|Income from discontinued operations and deconsolidation of subsidiary |  |                  |           |   |                |   |            |       | 
|Change in fair value of derivative liability                          |  |                  |           |   |                |   |            |       | 
|Depreciation and interest expense                                     |  |                  |           |   |                |   |            |       | 
|                                                                      |  |                  |           |   |                |   |            |       | 
|Total consolidated net loss                                           |  |                  |           |   |                |   |            |       | 
|                                                                      |  |                  |           |   |                |   |            |       | 
|Assets                                                                |  |                  |           |   |                |   |            |       | 
|Total assets for reportable segments                                  |  |                  |           |   |                |   |            |       | 
|Goodwill                                                              |  |                  |           |   |                |   |            |       | 
|Corporate investments and other assets                                |  |                  |           |   |                |   |            |       | 
|                                                                      |  |                  |           |   |                |   |            |       | 
|Total consolidated assets                                             |  |                  |           |   |                |   |            |       | 



9. Commitments and Contingencies



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



At June 30, 2017 Company no longer operates corporate and administrative offices in a facility that was leased by Ordnance, (a discontinued operation), from a non-affiliate in Tampa, Florida, approximating 5,000 square feet. The Tampa location was leased for a base monthly rental increased by a minimum of 2.5% each year through an expiration date of December 21, 2027. The Company is no longer a party to that lease.



On August 27, 2014, Bulova Technologies Machinery LLC entered into a six-year lease for a facility which includes 29,000 square feet of office, showroom and warehouse space in Clearwater, Florida for $13,500 per month, and relocated all of its operations to this facility. This facility is leased from an entity controlled by shareholders of the Company. In September 2016, the property was sold, and the lease was cancelled.



Table of Contents




In January 2016, the Company through a newly created joint venture, BT-Twiss Transport LLC, acquired 100% of the outstanding common stock of Twiss Transport, Inc., Twiss Logistics, Inc. and Twiss Cold Storage, Inc. BT-Twiss Transport LLC leases approximately 35,000 square feet of office, warehouse and maintenance space situated on approximately 10 acres in Largo, Florida, to facilitate all corporate operations as well as the trucking business of Twiss Transport, Inc. for $30,000 per month under a 20-year lease through November 1, 2035. Twiss Cold Storage, Inc. leases 132,055 square feet of refrigerated warehouse space in Tampa, Florida commencing with a base rental of $82,534 per month through June 30, 2016, and adjusted upward by 3% annually through June 30, 2020. Twiss Logistics, Inc. currently leases office space on a month to month basis.



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



Total rent expense for the nine months ended June 30 31, 2017 and 2016, was approximately $1,088,650 and $685,000 respectively.



Bulova Technologies Group, Inc. is not currently a party to any lease commitments. BT-Twiss Transport LLC, and its wholly owned subsidiaries, as identified above, have the following commitments for minimum lease payments, under these operating leases for the next five years and thereafter as of June 30, 2017, are as follows:



|Period ended June 30, |  |   |            | 
|--------------------- |  | - | ---------- | 
|2018                  |  | $ | 1,410,729  | 
|2019                  |  |   | 1,442,250  | 
|2020                  |  |   | 1,474,718  | 
|2021                  |  |   | 360,000    | 
|2022                  |  |   | 360,000    | 
|Thereafter            |  |   | 4,898,000  | 
|                      |  | $ | 10,291,728 | 



10. Related Party Transactions



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



The Company has received advances from major shareholders from time to time to facilitate the cash needs of the Company. These advances are generally for short term needs and do not bear interest. During 2016, Stephen L Gurba incurred an obligation of $800,000 on behalf of the Company relative to a corporate guaranty. The Company agreed to reimburse him for this expenditure. As of June 30, 2017, there is a balance outstanding to Stephen L Gurba of $29,515, and a balance outstanding to Gary Shapiro of $67,500, totaling $97,015. This amount is reported on the consolidated balance sheet as amounts due shareholders.



Craigmore Machinery Company is the sole source supplier for the industrial machine tools and related equipment that are sold by Bulova Technologies Machinery LLC. Craigmore is owned by Gary Shapiro, a major shareholder of the Company. As of June 30, 2017, and September 30, 2016, the Company had a balance payable to Craigmore of $2,066,314 and $1,786,436 respectively, and these balances are reflected as accounts payable – related parties for each year. During December 2016, the Company issued 67,000,000 common shares as a partial payment on these payables to Craigmore using a valuation of $.0031 per share, for a total of $207,700.



During the nine months ended June 30, 2017, Bulova Technologies Compliance and Security LLC received various advances from the Company. As of June 30, 2017, there is an amount due from Compliance of $162,338. This amount is included in other current assets.



Included within Long Term Debt are various notes payable to Gary L Shapiro and / or entities controlled by Gary L. Shapiro and / or his family members. As of June 30, 2017, and September 30, 2016, the total amount outstanding under these related party notes is $4,973,053 and $4,907,553 respectively. These notes are secured by a security interest and pledge of all of the assets of the Company presently owned or hereinafter acquired, subordinated to the $4,000,000 Convertible Promissory Note payable to Richard Welkowitz dated February 6, 2015.



Table of Contents




On February 6, 2015, the Company issued a $4,000,000 7% Convertible Promissory Note payable to Richard Welkowitz, with interest payable quarterly and a maturity date of February 15, 2021. The holder shall have the right at any time prior to June 30, 2017 to convert into common stock of the Company up to $250,000 of the debt in increments not less than $10,000 at 65% of the average of the lowest three trading prices during 10 days prior to conversion. The balance of the debt may be converted into common stock of the Company at the following exchange rate: year 1; $.10/share: year 2, $.20/share; year 3, $.30/share; year 4, $.40/share; and year 5, $.50/share. Additionally, as part of the financing agreement, the Company issued 12,000,000 warrants to purchase the common stock of the Company at a strike price of $.02 per share for a period of ten years. The value of these warrants has been accounted for as a debt discount in the initial amount of $779,999 and is being amortized over the six-year life of the loan. This note is secured by a security interest and pledge of all of the assets of the Company presently owned or hereinafter acquired.



On May 12, 2017, the Company issued a 10% Promissory Note to Richard Welkowitz in the amount of $630,000, payable in twelve monthly payments of principal and interest, with a maturity of May 12, 2018.



On January 28, 2016, the Company, in conjunction with the purchase of Twiss Transport, Twiss Logistics and Twiss cold storage, issued a $4,666,155 5% Convertible Promissory Note payable to Ron Damico Jr with interest payable quarterly, as well as 3,000,000 restricted common shares, and a ten-year warrant to buy 500,000 common shares.



11. Stockholders’ Equity



Common Shares



During October 2016, the Company issued 6,561,299 common shares as partial payment of debt



During October 2016, the Company issued 7,500,000 common shares due to the exercise of warrants



During October 2016, the Company issued 26,041,667 common shares as payment on a settlement



During December 2016, the Company issued 67,000,000 common shares to Craigmore, a related party,as payment on behalf of Bulova Technologies Machinery LLC for inventory.



During December 2016, the Company issued 27,083,571 common shares as partial payment of debt.



During January 2017, the Company issued 20,000,000 common shares as partial payment of debt.



During February 2017, the Company issued 1,000,000 common shares for services.



Preferred shares



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



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



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



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



Subscription receivable



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



Table of Contents




Common Stock Warrants



The following table represents common stock warrant activity as of and for the nine months ended June 30, 2017:



|                                          |  | Number of
Shares |             |  | Weighted Average Exercise Price |   |      | Weighted Average Remaining Contractual Life (in years) |  |  | Aggregate Intrinsic Value | 
|----------------------------------------- |  | ---------------- | ----------- |  | ------------------------------- | - | ---- | ------------------------------------------------------ |  |  | ------------------------- | 
|Warrants Outstanding - October 1, 2016    |  |                  | 140,780,832 |  |                                 | $ | 0.04 |                                                        |  |  | 7.8                       | 
|Granted / Vested                          |  |                  | -           |  |                                 |   |      |                                                        |  |  |                           | 
|Exercised                                 |  |                  | -           |  |                                 |   |      |                                                        |  |  |                           | 
|Forfeited/expired/cancelled               |  |                  | -           |  |                                 |   |      |                                                        |  |  |                           | 
|                                          |  |                  |             |  |                                 |   |      |                                                        |  |  |                           | 
|Warrants Outstanding – June 30, 2017      |  |                  | 140,780,832 |  |                                 | $ | 0.04 |                                                        |  |  | 7.3                       | 
|                                          |  |                  |             |  |                                 |   |      |                                                        |  |  |                           | 
|Outstanding Exercisable – October 1, 2016 |  |                  | 140,780,832 |  |                                 | $ | 0.04 |                                                        |  |  | 7.8                       | 
|Outstanding Exercisable – June 30, 2017   |  |                  | 140,780,832 |  |                                 | $ | 0.04 |                                                        |  |  | 7.3                       | 



12. Subsequent Events



The Company has evaluated subsequent events through the filing of these financial statements, to assess the need for potential recognition or disclosure in this report. Based upon this evaluation, management determined that all subsequent events that require recognition in the financial statements have been included other than the following:



During July 2017 the Company issued 30,372,528 common shares to third party creditors for a debt conversion.



On August 8, 2017, the Company issued 15,000,000 common shares to a third party creditor for a debt conversion.



On July 26, 2017, the Company acquired 100% of the issued and outstanding shares of capital stock of Big Red LTL Transport, Inc. and CIN-SAN Leasing, Inc. (“Big Red”) through a stock purchase agreement in the amount of $504,000 payable through a seven year unsecured promissory note. Big Red is headquartered in Great Meadows, NJ, and operates Hubs in Netcong, NJ and Chicago, IL. Big Red operates a fleet of 27 trucks and 38 refrigerated trailers, and is expected to provide synergies with current customers and afford valuable hub locations in the Northeast. The Company is still in the process of evaluating Big Red’s accounting systems for integration with the Consolidated Financial Statements of the Company for future reporting. Future filings will included the acquisition at fair value and the financial position and results of operations from the acquisition date forward.



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



From January 1, 2009, Bulova Technologies Group, Inc. operated in multiple business segments. Government Contracting was focused on the production and procurement of military articles for the US Government and other Allied Governments throughout the world, and was accounted for through two of the Company’s wholly owned subsidiaries, Bulova Technologies Ordnance Systems LLC, and Bulova Technologies (Europe) LLC. In October 2012, this segment was discontinued through the sale of substantially all of the assets of Bulova Technologies Ordnance Systems LLC, with any remaining assets and liabilities associated with that operation being segregated and reported as a discontinued operation. Contract Manufacturing included the production of cable assemblies and circuit boards accounted for through BT Manufacturing Company LLC, a wholly owned subsidiary that was discontinued and disposed of in March 2011.



In July of 2013, the Company began the sale of high precision industrial machine tools through a distributor network accounted for through Bulova Technologies Machinery LLC, a newly formed subsidiary.



In January 2016, the Company, through a newly created joint venture, BT-Twiss Transport LLC, acquired 100% of the outstanding common stock of Twiss Transport, Inc., Twiss Logistics, Inc. and Twiss Cold Storage, Inc. and entered into the transportation and logistics industry of freight storage and movement. The joint venture agreement provides for Bulova’s 30% ownership interest, however, Bulova is fully responsible for operational management of the acquired entities, and is liable for approximately 4.6 million of convertible debt utilized to accomplish the acquisition. Accordingly, the joint venture financial statements have been combined with those of the Company.



The Company continues to evaluate the incubation and marketing of innovative technology products for which it believes it can lend value because of its highly recognizable name brand and extensive marketing experience



Application of critical accounting policies:



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



|2. | Results of operations:
|-- | ----------------------



For thethreemonths endedJune 30, 2017compared to thethreemonths endedJune 30, 2016.



Discontinued Operations



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



On March 29, 2017, the Company sold 100% of its ownership interest in Ordnance, and recognized a gain on the deconsolidation of this subsidiary. Consequently, Bulova Technologies Ordnance Systems LLC no longer has any activity to be included in the consolidated financial statements of the Company with the exception of comparative information for periods presented.



Table of Contents




Ordnance did not have any revenue for the three months ended June 30, 2017 and 2016.



Ordnance did not incur any costs of revenues for the three months ended June 30, 2017 or 2016.



Ordnance did not realize any gross profit for the three months ended June 30, 2017 or 2016.



There were no operating expenses and interest for the discontinued operations of Ordnance for the three months ended June 30, 2017 as compared to 22,409 for the three months ended June 30, 2016.



The sale of Ordnance is accounted for as a deconsolidation of a subsidiary, whereby the net assets are valued at the date of the deconsolidation, and a gain or loss is recognized based on the value of the assets received. As of March 29, 2017, Ordnance had no assets, and a liability of $10,800,000 from a contract dispute with the US Government. The sale of 100% of the ownership interest in Ordnance, was to an unrelated party for a nominal amount, plus the issuance of 2,000,000 common shares. As of March 29, 2017, the fair value of the common shares was $0.0018, or $3,600. The resultant gain recognized on deconsolidation is $10,796,400.



Continuing Operations



Revenue for continuing operations for the three months ended June 30, 2017 of $6,347,699 is a decrease of $454,752 when compared to the revenue for the three months ended June 30, 2016 of $6,802,451.



Cost of revenues for continuing operations for the three months ended June 30, 2017 of $5,065,152 is an increase of $477,786 when compared to the cost of revenues for the three months ended June 30, 2016 of $4,587,366, and is primarily due to smaller margins associated with an expansion of the customer base, and consists of the tractor, trailer and driver expenses associated with the transportation services.



Gross profit for continuing operations for the three months ended June 30, 2017 of $1,282,547 is a decrease of $932,538 when compared to the gross profit for the three months ended June 30, 2016 of $2,215,085 for the reasons referred to above.



Selling and administrative expenses for continuing operations for the three months ended June 30, 2017 of $1,753,233 is a decrease of $391,753 when compared to selling and administrative expense for the three months ended June 30, 2016 of $2,144,986. The Company had no stock based compensation for the three months ended June 30, 2017 as compared to stock based compensation for the three months ended June 30, 2016 of $19,125.



Interest expense for continuing operations for the three months ended June 30, 2017 of $2,837,583 is an increase of $2,216,473 when compared to interest expense of $621,110 for the three months ended June 30, 2016.



For theninemonths endedJune 30, 2017compared to theninemonths endedJune 30, 2016.



Discontinued Operations



As stated above in the analysis of the results of operations for the three months ended June 30, 217, on March 29, 2017, the Company sold 100% of its ownership interest in Ordnance, and recognized a gain on the deconsolidation of this subsidiary. Consequently, Bulova Technologies Ordnance Systems LLC no longer has any activity to be included in the consolidated financial statements of the Company with the exception of comparative information for periods presented.



Ordnance did not have any revenue for the nine months ended June 30, 2017 and 2016.



Ordnance did not incur any costs of revenues for the nine months ended June 30, 2017 or 2016.



Ordnance did not realize any gross profit for the nine months ended June 30, 2017 or 2016.



Operating expenses and interest for the discontinued operations of Ordnance for the nine months ended June 30, 2017 of $33,385 is a decrease of $459,586 when compared to operating expenses and interest for the nine months ended June 30, 2016 of $492,971, and is due to the final shut down and sale of the subsidiary.



The sale of Ordnance is accounted for as a deconsolidation of a subsidiary, whereby the net assets are valued at the date of the deconsolidation, and a gain or loss is recognized based on the value of the assets received. As of March 29, 2017, Ordnance had no assets, and a liability of $10,800,000 from a contract dispute with the US Government. The sale of 100% of the ownership interest in Ordnance, was to an unrelated party for a nominal amount, plus the issuance of 2,000,000 common shares. As of March 29, 2017, the fair value of the common shares was $0.0018, or $3,600. The resultant gain recognized on deconsolidation is $10,796,400.



Table of Contents




Continuing Operations



Revenue for continuing operations for the nine months ended June 30, 2017 of $18,994,103 is an increase of $6,791,139 when compared to the revenue for the nine months ended June 30, 2016 of $12,202,964, and is primarily due to the acquisition of the Transportation businesses in January 2016, which included only five months of its operations for the nine months ended June 30, 2016.



Cost of revenues for continuing operations for the nine months ended June 30, 2017 of $14,332,043 is an increase of $5,839,376 when compared to the cost of revenues for the nine months ended June 30, 2016 of $8,492,667, and is primarily due to the acquisition of the Transportation businesses in January 2016 as described above, and consists of the tractor, trailer and driver expenses associated with the transportation services.



Gross profit for continuing operations for the nine months ended June 30, 2017 of $4,662,060 is an increase of $951,763 when compared to the gross profit for the nine months ended June 30, 2016 of $3,710,297 for the reasons referred to above.



Selling and administrative expenses for continuing operations for the nine months ended June 30, 2017 of $5,548,638 is an increase of $1,216,513 when compared to selling and administrative expense for the nine months ended June 30, 2016 of $4,332,125. The Company had stock based compensation of $3,100 for the nine months ended June 30, 2017 as compared to stock based compensation for the nine months ended June 30, 2016 of $1,835,124.



Interest expense for continuing operations for the nine months ended June 30, 2017 of $5,662,899 is an increase of $4,314,468 when compared to interest expense of $1,348,431 for the nine months ended June 30, 2016.





|3. | Liquidity and capital resources:
|-- | --------------------------------



As of June 30, 2017, the Company’s sources of liquidity consisted of new debt as well as new sales reported in the commercial sales and service business segment along with the new sales in the transportation segment of the business.



As of June 30, 2017, we had $140,628 in cash and cash equivalents.



Cash flows used in operating activities was $2,357,759 for the nine months ended June 30, 2017.



Cash flows provided by in investing activities was $457,387 for the nine months ended June 30, 2017.



Cash flows provided by financing activities were $1,390,738 for the nine months ended June 30, 2017.



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



The Company is actively negotiating significant discounts on debt through an exchange of debt for both preferred A and B shares as well as negotiated settlements for early payoffs resulting in significant debt reductions and future interest savings. While its current lenders continue to support the progress of the Company, the Company is exploring consolidation of its debt.



Management’s goal is to discontinue or sell all business units other than the transportation group by year-end, thereby significantly reducing cost and reducing debt. This will not only reduce costs, but it will allow management to focus exclusively on building the transportation sector.



Along with, and similar to its recent acquisition of Big Red, the Company intends to continue to pursue additional acquisitions that add strategic synergies for its current hubs and customer base. The Company is also exploring strategic locations in the Northeast for its cold storage facility of approximately 150,000 square feet. These actions along with acquisitions made will allow for significant growth of sales and a return to profitability.



Management remains confident in its position in the transportation sector and believes we will continue to gain market share due to its recent acquisitions.



If we are unable to generate sufficient cash flow from operations to service our debt, we may be required to reduce costs and expenses, sell assets, reduce capital expenditures, refinance all or a portion of our existing debt as well as our operating needs, or obtain additional financing and we may not be able to do so on a timely basis, on satisfactory terms, or at all. Our ability to make scheduled principal payments or to pay interest on or to refinance our indebtedness depends on our future performance and financial results, which, to a certain extent, are subject to general economic, political, financial, competitive, legislative and regulatory factors beyond our control.



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



Table of Contents




There are no off-balance sheet arrangements.



Item 4. Controls and Procedures



Evaluation of Disclosure Controls and Procedures



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



Based upon that evaluation, the principal executive officer and the principal financial officer concluded that the Company’s disclosure controls and procedures were not effective at June 30, 2017 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. The Company’s disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers as appropriate to allow timely decisions regarding required disclosure.



Changes in Internal Control over Financial Reporting



There have been no changes in the Company's internal control over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.







PART II – OTHER INFORMATION



Item1. Legal Proceedings



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



In July 2010, the U.S. Army terminated a contract to which Bulova Technologies Ordnance Systems LLC was a party. Concurrently, the Army demanded repayment of approximately $12,000,000 of payments provided previously to Ordnance under that contract. Ordnance appealed the termination on October 26, 2010. Ordnance challenged this decision before the Armed Services Board of Contract Appeals (“ASBCA”). In January 2014, a decision was rendered by the ASBCA finding that the contract was partially terminated correctly and partially terminated without justification. Based on this decision, which recognized both that the Army had improperly terminated a portion of the contract, converting that portion of the contract to a termination for convenience (which entitles Ordnance to payment of its termination costs by the Army) and implicitly that the Army had delayed unreasonably in supplying contractually-required documents to Ordnance. Ordnance submitted a termination for convenience claim in excess of $1,400,000 to the Army in April 2014 and a delay claim in excess of $3,200,000 in October 2014, the principle reason Ordnance has been maintained as a legal entity. The Army will likely pursue Ordnance for the balance of the $12,000,000 (plus interest and penalties). The assets of Ordnance were sold at arms-length to an independent third party and virtually all of the proceeds distributed to secured and unsecured third party creditors.



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



Table of Contents




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



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



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



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



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



In December 2013, the Army terminated Call Order #4 to the BPA. This Call Order required the delivery of weapons procured in Eastern Europe to friendly forces in Afghanistan. Ordnance appealed this decision to the Armed Services Board of Contract Appeals, and the matter is currently in litigation. The Government advanced no money to Ordnance under the Call Order and has not notified Ordnance as to whether it incurred excess costs n re-procuring the weaponry. Ordnance takes the position that due to the Government’s interference in the performance of the Call Order, the Call Order was improperly terminated. If Ordnance’s position is found to be correct, it would be entitled to a conversion of the termination for failing to perform, into a termination for convenience, and would entitle Ordnance to receipt from the Government of its reasonable costs incurred in performance of the Call Order plus a profit thereon.



On March 29, 2017, the Company sold 100% of its ownership interest in Ordnance, and recognized a gain on the deconsolidation of this subsidiary. Consequently, Bulova Technologies Ordnance Systems LLC is no longer included in the consolidated financial statements of the Company.



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



Common Stock





October 2016, the Company issued 6,561,299 common shares as partial payment of debt



October 2016, the Company issued 7,500,000 common shares due to the exercise of warrants



October 2016, the Company issued 26,041,667 common shares as payment on a settlement



December 2016, the Company issued 67,000,000 common shares to Craigmore, a related party,as payment on behalf of Bulova Technologies Machinery LLC for inventory.



December 2016, the Company issued 27,083,571 common shares as partial payment of debt.



January 2017, the Company issued 20,000,000 common shares as partial payment of debt



February 2017, the Company issued 1,000,000 common shares as payment for services.



Table of Contents




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





|* | 101.INS                               | XBRL Instance                       
|- | ------------------------------------- | ------------------------------------
|* | 101.SCH                               | XBRL Taxonomy Extension Schema      
|* | 101.CAL                               | XBRL Taxonomy Extension Calculation 
|* | 101.DEF                               | XBRL Taxonomy Extension Definition  
|* | 101.LAB                               | XBRL Taxonomy Extension Labels      
|* | 101.PRE                               | XBRL Taxonomy Extension Presentation
|  |                                       |                                     
|* | To be filed or furnished by amendment



Table of Contents




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                             
| |                                
| |                                
| |                                
| | By                             
| |                                
| |                                



DATED: August 21, 2017



29