UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT No. 1

TO

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Bulova Technologies Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

120458 10 4

(CUSIP Number)

Craig Schnee, Esq., 12645 49^th Street North, Clearwater, Florida 33762 (717) 881-4886

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Colleen Stacy Shapiro, Esq.

c/o William E. McMillen

22107 Martella Avenue

Boca Raton, FL 33433

March 4, 2015

(Date of Event which requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

SCHEDULE 13D

Introductory Comment

This Amendment No. 1 to Schedule 13D reflects the issuance of additional warrants to certain of the Reporting Persons and modifications to the outstanding notes payable to the Reporting Persons and their affiliates set forth on Exhibit I, which provides for among other matters:

(i)     A subordination of the Reporting Persons and their affiliates security interest of outstanding debt in the Issuer’s assets to Richard Welkowitz in connection with the Issuer’s issuance to Mr. Welkowitz of a $4,000,000 Convertible Promissory Note and Warrants to acquire up to 12,000,000 shares of the Issuer’s common stock at an exercise price of $.02 for a term of ten (10) years on or about February 5, 2015.

(ii)     The following is a summary of the additional Common Stock Purchase Warrants issued to the Reporting Persons in connection with the transactions to which this Amendment No. 1 to Schedule 13D relates:

(iii)     Resetting the interest rate on all Notes to eight percent (8%) per annum, payable on a quarterly basis.

(iv)     Mandatory acceleration of all amounts due under the Notes in the event of a change of control transaction, as more fully defined in the form of Secured Convertible Promissory Note, attached hereto (the “New Notes”).

(v)     Commencing 180 days from the date of the New Notes, each holder shall have the right to convert all or any part of the obligations evidenced by the New Notes into shares of the Issuer’s common stock, based upon the following conversion rations:

●         From 181 days after the date of this Note through the balance of

            Year 1 - $.10/share

●         Year 2 - $.20/share

●         Year 3 - $.30/share

●         Year 4 - $.40/Share

●         Year 5 - $.50/Share

Reference is made to the form of the New Notes and Common Stock Purchase Warrants attached as exhibits. The above is a summary of the terms of the New Notes and Common Stock Purchase Warrants and the more detailed provisions set forth in the body of the New Notes and Common Stock Purchase Warrants attached as exhibits shall control.

SCHEDULE 13D

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Note: Item 13 includes Shares of Voting Preferred Stock in the calculation

SCHEDULE 13D

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Note: Item 13 does not include Voting Preferred Stock in the calculation.

If included this percentage is approximately 2.0% of voting rights.

SCHEDULE 13D

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Note: Item 13 does not include the Voting Preferred Stock in the calculation.

If included this percentage is approximately .05% of voting rights.

SCHEDULE 13D

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Note: Item 13 does not include the Voting Preferred Stock in the calculation.

If included this percentage is approximately .10% of voting rights.

SCHEDULE 13D

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Note: Item 13 does not include the Voting Preferred Stock in the calculation.

If included this percentage is approximately .02% of voting rights.

SCHEDULE 13D

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Note: Item 13 – calculated as a percentage of the Voting Preferred Shares outstanding

*Represents voting non-convertible preferred stock with one (1) vote per share on all matters submitted to a vote of the common stockholders. There are 4,000,000,000 outstanding Shares of Voting Preferred Stock.

SCHEDULE 13D

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Note: Item 13 does not include the Voting Preferred Stock in the calculation.

If included this percentage is approximately .05% of voting rights.

SCHEDULE 13D

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Note: Item 13 does not include the Voting Preferred Stock in the calculation.

If included this percentage is approximately .10% of voting rights.

SCHEDULE 13D

This statement relates to shares of Common Stock, par value $.001 per share, of Bulova Technologies Group, Inc. (the "Issuer") having its principal executive offices at 12645 49^th Street North, Clearwater, Florida 33756.

(a) – (c)  This Statement is filed by the following persons ("Reporting Persons"):

(1) Gary Lee Shapiro, whose address is 2R Judith’s Fancy, Christiansted, USVI 00824.

(2) Colleen Stacy Shapiro, whose address is 2R Judith’s Fancy, Christiansted, USVI 00824. She is the wife of Gary Lee Shapiro.

(3) David Richard Shapiro, whose address is 1410 SE 53^rd Ave, Portland, Oregon 97215. He is a director of the Company and the son of Gary Lee Shapiro and stepson of Colleen Stacy Shapiro.

(4) William Edward McMillen, whose address is 22107 Martella Ave, Boca Raton, Florida 33427. He is a director of the Company and father-in-law of Gary Lee Shapiro and father of Colleen Stacy Shapiro.

(5) Elizabeth Jane McMillen, whose address is 22107 Martella Ave, Boca Raton, Florida 33427. She is wife of William Edward McMillen, the mother of Colleen Stacy Shapiro and mother-in-law of Gary Lee Shapiro.

(6) Fieldstone Affiliates, LLC, whose address is 1400 Colorado St, Ste C., Boulder City, Nevada 89005. The Company is organized in the state of Nevada and its principal business is Investments.

(7) Rachel Shapiro McKim, whose address is 55 Meadowood Drive, Larkspur, California, 94939. She is the daughter of Gary Lee Shapiro and stepdaughter of Colleen Stacy Shapiro. She is the sister of David Richard Shapiro.

(8) Ryan McKim, whose address is Meadowood Drive, Larkspur, California, 94939. He is the son-in-law of Gary Lee Shapiro and Colleen Stacy Shapiro and the husband of Rachel Shapiro McKim.

SCHEDULE 13D

See Exhibits A thru F for source of funds

The Reporting Persons acquired their equity interests in Bulova solely for investment purposes.

Other than as described in this Schedule 13D, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the following actions:

Notwithstanding the above, the Reporting Persons may make additional purchases of securities, either in the open market or in private transactions, including the exercise of options or receipt of warrants, depending on the Reporting Persons’ evaluation of the Issuer’s business, prospects and financial condition, the market for the Common Stock, other opportunities available to the Reporting Persons, prospects for the Reporting Persons’ own business, general economic conditions, money and stock market conditions and other future developments. Depending on the same factors, the Reporting Persons may decide to sell all or part of their investment in the Issuer’s securities, although they have no current intention to do so.

The Reporting Persons acquired shares of the Issuer’s common and voting preferred stock with cash. The amount of shares of the Issuer’s preferred, common and warrants to purchase common stock, date and purchase or exercise price and consideration (cash, loans, other) are set forth on Exhibits A thru H attached to this Schedule 13D for each Reporting Person. In addition, the Reporting Persons own warrants to acquire shares of the Issuer’s common stock, which were issued as consideration for the Reporting Persons making financial accommodations, including the subordination of debt to Mr. Welkowitz, providing loans, working capital and other advances to the Issuer. Exhibit I of this Schedule 13D provides the amount of such loans, date, outstanding balance, maturity dates, interest rates and the number of warrants to acquire shares of the Issuer’s common stock associated with such financing arrangements.

SCHEDULE 13D

Gary Lee Shapiro, by and through Fieldstone Affiliates, LLC, which is a wholly owned limited liability company, Mr. Shapiro has voting control over 800,000,000 shares of the Issuer’s voting preferred stock. Each share has one (1) vote per share and is non-convertible. The purchase price per share of preferred stock is $.00001. The voting preferred stock of the Issuer was acquired by Fieldstone Affiliates, LLC on February 25, 2013.

Each of the Reporting Persons beneficial ownership in the Issuer is included in Exhibits A thru H:

Effective as of March 4, 2015, the Reporting Persons and their affiliates converted $__________ of outstanding indebtedness of the Issuer set forth on Exhibit I into the New Notes. Inasmuch as the New Notes are not convertible for 180 days, they are not included in the amount of securities beneficially owned at the current time. They are not convertible within 60 days from their issuance date.

Other than as described in Items 3 and 5 above, and the Exhibits hereto, there are no current contracts, arrangements, understandings of relationships (legal or otherwise) among or between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power or investment power over the securities of the Issuer.

SCHEDULE 13D

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Print Name: Gary Lee Shapiro

Print Name: Colleen Stacy Shapiro

Print Name: David Richard Shapiro

Print Name: William Edward McMillen

Print Name: Elizabeth Jane McMillen

Print Name: Rachel Shapiro McKim

Print Name: Ryan McKim

Fieldstone Affiliates, LLC

Print Name: It’s Manger

Exhibit 99.1

Joint Filing Agreement

The undersigned hereby agree that the statements on Schedule 13D with respect to the Common Stock of Bulova Technologies Group, Inc. dated as of February 25, 2013 is, and any amendments thereto (including amendments on Schedule 13G), signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Print Name: Colleen Stacy Shapiro

Print Name: David Richard Shapiro

Print Name: William Edward McMillen

Print Name: Elizabeth Jane McMillen

Print Name: Rachel Shapiro McKim

Print Name: Ryan McKim

GARY LEE SHAPIRO

Reporting Person

Schedule 13D

Exhibit A

PREFERRED SHARES OWNED GARY L SHAPIRO DIRECTLY 

COMMON SHARES OWNED

WARRANTS

COLLEEN STACY SHAPIRO

Reporting Person

Schedule 13D

Exhibit B

PREFERRED SHARES OWNED

NONE

COMMON SHARES OWNED

WARRANTS

DAVID RICHARD SHAPIRO

Reporting Person

Schedule 13D

Exhibit C

PREFERRED SHARES OWNED

NONE

COMMON SHARES OWNED

WARRANTS

NONE

WILLIAM EDWARD MCMILLEN

Reporting Person

Schedule 13D

Exhibit D

PREFERRED SHARES OWNED

NONE

COMMON SHARES OWNED

WARRANTS

ELIZABETH JANE MCMILLEN

Reporting Person

Schedule 13D

Exhibit E

PREFERRED SHARES OWNED

NONE

COMMON SHARES OWNED

WARRANTS

NONE

FIELDSTONE AFFILIATES, LLC

Reporting Person (Partnership)

Schedule 13D

Exhibit F

PREFERRED SHARES OWNED

RACHEL SHAPIRO MCKIM

Reporting Person

Schedule 13D

Exhibit G

PREFERRED SHARES OWNED

NONE

COMMON SHARES OWNED

WARRANTS

NONE

RYAN MCKIM

Reporting Person

Schedule 13D

Exhibit H

PREFERRED SHARES OWNED

NONE

COMMON SHARES OWNED

NONE

WARRANTS