blvt_10k-093012.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K


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

		For the fiscal year ended September 30, 2012


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

		For the transition period from to

Commission File Number 000-09358

BULOVA TECHNOLOGIES GROUP, INC

(Exact name of registrant as specified in its charter)


Florida		83-0245581
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

2409 N Falkenburg Road

Tampa, Florida 33619

(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:

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

Common Stock, $.001 par value

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

(Do not check if a smaller reporting company)

Smaller reporting company þ

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

As of December 10, 2012, the aggregate market value of the voting stock held by non-affiliates of the Company was $146,190 which excludes voting stock held by directors, executive officers and holders of 5 percent or more of the voting power of the Company’s common stock (without conceding that such persons are “affiliates” of the Company for purposes of federal securities laws). The Company has no outstanding non-voting common equity.

As of December 10, 2012, the Company had 3,011,089,049 shares of Common Stock issued and outstanding and 2,000,000,000 shares of Preferred Stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

There are no documents incorporated by reference

BULOVA TECHNOLOGIES GROUP, INC.

FORM 10-K

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2012

TABLE OF CONTENTS

		Page

	PART I

Item 1.	Business		3
Item 1A.	Risk Factors		3
Item 2.	Properties		6
Item 3.	Legal Proceedings		6
Item 4.	Mine Safety Disclosures		6

	PART II

Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters		7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		7
Item 8.	Consolidated Financial Statements		10
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		34
Item 9A.	Controls and Procedures		34

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance of the Registrant		34
Item 11.	Executive Compensation		35
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		37
Item 13.	Certain Relationships and Related Transactions and Director Independence		37
Item 14.	Principal Accountant Fees and Services		38

	PART IV

Item 15.	Exhibits and Financial Statement Schedules		39

	Signatures		39

EX-31.1 Rule 13a-14(a) Certification of President and Principal Executive Officer
EX-31.2 Rule 13a-14(a) Certification of Treasurer and Principal Financial Officer
EX-32.1 Certification of President and Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-32.2 Certification of Treasurer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

PART I

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,

Item 1 . Business

Bulova Technologies Group, Inc. ("BLVT" 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 Company operates as a government contractor in the United States. Headquarter facilities are in Tampa, Florida and its operating facilities were located in Mayo, Florida until the sale of substantially all of the assets of Bulova Technologies Ordnance Systems LLC in October 2012, which included the facilities in Mayo.

BT Manufacturing Company LLC – prior to discontinuance, its operations were located in Melbourne, Florida, where it assembled a wide range of printed circuit boards, including single sided through 14 layers, through-hole, surface mount and mixed. It manufactured cable assemblies and complete systems and offered value-add services such as direct-ship to end customers, depot repair and design assistance. In June 2010, the Company determined to dispose of BT Manufacturing Company LLC, and as such has accounted for this business segment as a discontinued operation. Final settlement and disposition of this segment was accomplished during the quarter ended March 31, 2011.

Bulova Technologies Ordnance Systems LLC. – located on 261 acres in Mayo, Florida is 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 produces 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, the Company sold substantially all of the assets of this subsidiary to an unrelated party.

Bulova Technologies (Europe) LLC – located in the Company’s corporate headquarters in Tampa, Florida, this subsidiary was originally formed to administer an acquisition contract that Bulova Technologies Ordnance Systems LLC was awarded from the U.S. Department of Defense in January 2009. The Company has since changed the name to Bulova Technologies (Europe) LLC. Together with its European partner, Tri Gas & Oil, S.A., it has developed a Mortar Exchange program to serve the needs of NATO member and allied countries. It leases an office space in Frankfurt, Germany to facilitate this program.

Segments

Commencing with the Company’s acquisition of 3Si Holdings, Inc. in January of 2009, the Company operated in two business segments, government contracting and contract manufacturing. With the Company’s disposal of BT Manufacturing Company LLC, the Company is no longer operating more than one business segment as all efforts of the Company are now focused on Department of Defense contracting

Item 1A. Risk Factors

You should carefully consider the following risk factors and other information contained or incorporated by reference in this Form 10-K, including “Part II — Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Any of these risks could materially adversely affect our business and our financial condition, results of operations and cash flows, which could in turn materially adversely affect the price of our common stock.

Our contracts (revenue arrangements) with U.S. Government customers entail certain risks.

A decline in or a redirection of the U.S. defense budget could result in a material decrease in our sales, earnings and cash flows.

Our government contracts are primarily dependent upon the U.S. defense budget. We, as well as other defense contractors, have benefited from increased overall Department of Defense (DoD) spending over recent years, including supplemental appropriations for military operations in Iraq, Afghanistan and the Global War on Terror (GWOT). However, future DoD budgets could be negatively affected by several factors, including events we cannot foresee, U.S. Government budget deficits, current or future economic conditions, new administration priorities, U.S. national security strategies, a change in spending priorities, the cost of sustaining U.S. military and related security operations in Iraq and Afghanistan and other locales around the world where U.S. military support may be pivotal, and other related exigencies and contingencies. While we are unable to predict the impact and outcome of these uncertainties, the effect of changes in these DoD imperatives could cause the DoD budget to remain unchanged or to decline (or even to increase). A significant decline in or redirection of U.S. military expenditures in the future could result in a decrease to our sales, earnings and cash flows. The loss or significant reduction in government funding of a large program in which we participate could also result in a decrease in our future sales, earnings and cash flows. U.S. Government contracts are also conditioned upon continuing approval by Congress of the amount of necessary spending.

Congress usually appropriates funds for a given program on a September 30 fiscal year basis, even though contract periods of performance may extend over many years. Consequently, at the beginning of a major program, the contract is usually partially funded, and additional monies are normally committed to the contract by the procuring agency only as appropriations are made by Congress for future fiscal years. Given the potential for uncertainty in the DoD fiscal process as we begin a new political era in the United States, and given the dangerous and volatile global condition in which the U.S. is a primary stabilizing force, our approach to future business planning will include our best assessments and judgments on how to account for change and adapt to new conditions and circumstances.

We rely predominantly on sales to U.S. Government entities, and the loss of a significant number of our contracts would have a material adverse effect on our results of operations and cash flows.

Our sales are predominantly derived from contracts (revenue arrangements) with agencies of, and prime system contractors to, the U.S. Government. The loss of all or a substantial portion of our sales to the U.S. Government would have a material adverse effect on our results of operations and cash flows.

A substantial majority of our total sales are for products and services under contracts with various agencies and procurement offices of the DoD or with prime contractors to the DoD. Although these various agencies, procurement offices and prime contractors are subject to common budgetary pressures and other factors, our customers exercise independent purchasing decisions. Because of this concentration of contracts, if a significant number of our DoD contracts and subcontracts are simultaneously delayed or cancelled for budgetary, performance or other reasons, it would have a material adverse effect on our results of operations and cash flows.

In addition to contract cancellations and declines in agency budgets, our backlog and future financial

results may be adversely affected by:

●	curtailment of the U.S. Government’s use of technology or other services and products providers, including curtailment due to government budget reductions and related fiscal matters;

●	developments in Iraq, Afghanistan or other geopolitical developments that affect demand for our products and services;

●	our ability to hire and retain personnel to meet increasing demand for our services; and

●	technological developments that impact purchasing decisions or our competitive position.

Our government contracts contain unfavorable termination provisions and are subject to audit and modification. If a termination right is exercised by the government, it could have a material adverse effect on our business, financial condition and results of operations.

Companies engaged primarily in supplying defense-related equipment and services to U.S. Government agencies are subject to certain business risks peculiar to the defense industry. These risks include the ability of the U.S. Government to unilaterally:

●	suspend us from receiving new contracts pending resolution of alleged violations of procurement laws or regulations;

●	terminate existing contracts;

●	reduce the value of existing contracts;

●	audit our contract-related costs and fees, including allocated indirect costs; and

●	control and potentially prohibit the export of our products.

All of our U.S. Government contracts can be terminated by the U.S. Government either for its convenience or if we default by failing to perform under the contract. Termination for convenience provisions provide only for our recovery of costs incurred or committed settlement expenses and profit on the work completed prior to termination. Termination for default provisions provide for the contractor to be liable for excess costs incurred by the U.S. Government in procuring undelivered items from another source. Our contracts with foreign governments generally contain similar provisions relating to termination at the convenience of the customer.

U.S. Government agencies, including the Defense Contract Audit Agency and various agency Inspectors

General routinely audit and investigate costs and performance on contracts, as well as accounting and general business practices of contractors. Based on the results of such audits, the U.S. Government may adjust contract related costs and fees, including allocated indirect costs. In addition, under U.S. Government purchasing regulations, some costs, including most financing costs, portions of research and development costs, and certain marketing expenses may not be reimbursable under U.S. Government contracts.

We may not be able to win competitively awarded contracts or receive required licenses to export our products, which would have a material adverse effect on our business, financial condition, results of operations and future prospects.

Our government contracts are subject to competitive bidding. We obtain many of our U.S. Government contracts through a competitive bidding process. We may not be able to continue to win competitively awarded contracts. In addition, awarded contracts may not generate sales sufficient to result in our profitability. We are also subject to risks associated with the following:

●	the frequent need to bid on programs in advance of the completion of their design, which may result in unforeseen technological difficulties and/or cost overruns;

●	the substantial time, effort and experience required to prepare bids and proposals for competitively awarded contracts that may not be awarded to us;

●	design complexity and rapid technological obsolescence; and

●	the constant need for design improvement.

In addition to these U.S. Government contract risks, we are required to obtain licenses from U.S. Government agencies to export many of our products and systems. Additionally, we are not permitted to export some of our products to certain countries. Failure to receive required licenses would eliminate our ability to sell our products outside the United States.

We are subject to the risks of current and future legal proceedings, which could have a material adverse effect on our business, financial condition, results of operations and future prospects.

At any given time, we are a defendant in various material legal proceedings and litigation matters arising in the ordinary course of business, including litigation, claims and assessments that have been asserted against acquired businesses, which we have assumed. Although we maintain insurance policies, these policies may not be adequate to protect us from all material judgments and expenses related to potential future claims and these levels of insurance may not be available in the future at economical prices or at all. A significant judgment against us, arising out of any of our current or future legal proceedings and litigation, could have a material adverse effect on our business, financial condition, results of operations and future prospects.

Intense competition in the industries in which our businesses operate could limit our ability to attract and retain customers.

The market for defense applications is highly competitive. We expect that the DoD’s increased use of commercial off-the-shelf products and components in military equipment will continue to encourage new competitors to enter the market. We also expect that competition for original equipment manufacturing business will increase due to the continued emergence of merchant suppliers. Additionally, some of our competitors are larger than we are and have more financial and other resources than we have.

Our level of debt and our ability to make payments on or service our indebtedness may adversely affect our financial and operating activities or ability to incur additional debt.

Commencing with our January 1, 2009 acquisition of 3Si Holdings, Inc., we assumed certain amounts of indebtedness associated with the business operations acquired. Subsequently, we incurred additional debt with high interest rates that have strapped the Company financially. At September 30, 2012, we had approximately $11.2 million in aggregate principal amount of outstanding debt related to continuing operations.

In addition, at September 30, 2012, we had approximately $369,000 of indebtedness to shareholder under a revolving credit facility with our Chairman and Chief Executive Officer. This amount is reported on the balance sheet net of unamortized discount of $183,816.

In October 2012, we sold substantially all of the assets of Bulova Technologies Ordnance Systems LLC, and used the proceeds to substantially reduce our indebtedness. In the future, we may need to increase our borrowings, subject to limitations imposed on us by our debt agreements. Further discussion concerning the sale of these assets and any remaining scheduled maturities of our outstanding debt, is included in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.

Our ability to make scheduled payments of principal and interest on our indebtedness and to refinance our existing debt, including the scheduled maturities of our outstanding debt, depends on our future financial performance as well as our ability to access the capital markets, and the relative attractiveness of available financing terms. We do not have complete control over our future financial performance because it is subject to economic, political, financial (including credit market conditions), competitive, regulatory and other factors affecting the defense industry, as well as commercial industries in which we operate. It is possible that in the future our business may not generate sufficient cash flow from operations to allow us to service our debt and make necessary capital expenditures. If this situation occurs, we may have to reduce costs and expenses, sell assets, restructure debt or obtain additional equity capital. We may not be able to do so in a timely manner or upon acceptable terms in accordance with the restrictions contained in our debt agreements.

Our level of indebtedness has important consequences to us. These consequences may include:

●

requiring a substantial portion of our net cash flow from operations to be used to pay interest and principal on our debt and therefore be unavailable for other purposes, including acquisitions, capital expenditures, paying dividends to our shareholders, repurchasing shares of our common stock, research and development and other investments;

●	limiting our ability to obtain additional financing for acquisitions, working capital, investments or other expenditures, which, in each case, may limit our ability to carry out our acquisition strategy;

●	increasing interest expenses due to higher interest rates on our borrowings that have variable interest rates;

●	heightening our vulnerability to downturns in our business or in the general economy and restricting us from making acquisitions, introducing new technologies and products or exploiting business opportunities; and

●

impacting debt covenants that limit our ability to borrow additional funds, dispose of assets, or repurchase shares of our common stock. Failure to comply with such covenants could result in an event of default which, if not cured or waived, could result in the acceleration of our outstanding indebtedness.

Environmental laws and regulations may subject us to significant liability.

Our operations are subject to various U.S. federal, state and local laws and regulations relating to the discharge, storage, treatment, handling, disposal and remediation of certain materials, substances and wastes used in our operations.

New laws and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or the imposition of new clean-up requirements may require us to incur a significant amount of additional costs in the future and could decrease the amount of free cash flow available to us for other purposes, including capital expenditures, research and development and other investments and could have a material adverse effect on our business, financial condition, results of operations and future prospects.

Termination of our backlog of orders could negatively impact our results of operations and cash flows.

We currently have a backlog of orders, primarily under contracts with the U.S. Government. As described above, the U.S. Government may unilaterally modify or terminate its contracts. Accordingly, most of our backlog could be modified or terminated by the U.S. Government, which would negatively impact our results of operations and cash flows.

Global economic recession, continued tightening of credit markets, and U.S. Government intervention in financial and other industries may adversely affect our results.

Domestic and foreign economies and equity and fixed income markets have recently experienced significant declines, and severely diminished liquidity and credit availability. These economic conditions are currently negatively impacting, and could continue to adversely affect, our sales to the commercial markets in which we operate, including our contract manufacturing business.

Additionally, while we are unable to predict the impact and outcome of these economic events and the U.S. Government’s intervention to shore up financial and other industries, these events could also negatively affect future U.S. defense budgets and spending and, consequently, our financial condition, results of operations and cash flows.

Item 1B. Unresolved Staff Comments

None.

Item 2. Property

At September 30, 2012 the Company operated corporate and administrative offices in a leased facility in Tampa, Florida, approximating 5,000 square feet. The Company also leases on a month to month basis, an office in Frankfurt Germany to facilitate its European program.

At September 30, 2012, our principal government manufacturing business was located on 261 acres owned by the Company in Mayo, Florida, where we operated a load, assembly, and pack facility specializing in fuzes, safe and arming devices and explosive simulators. There are more than 38 buildings on the property consisting of warehouses, storage, and manufacturing facilities. This property was sold in October 2012.

Item 3. Legal Proceedings

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.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

Our Common Stock is traded on the “OTCQB” operated by the OTC Markets Group, Inc., under the trading symbol “BLVT”. The range of closing bid prices shown below is as reported by these markets. The quotations shown reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions.

Quarter Ending	High		Low

December 31, 2010	$	0.0800	$	0.0300
March 31, 2011		0.1400		0.0400
June 30, 2011		0.0700		0.0400
September 30, 2011		0.0600		0.0100

December 31, 2011	$	0.0190	$	0.0030
March 31, 2012		0.0190		0.0026
June 30, 2012		0.0070		0.0006
September 30, 2012		0.0017		0.0002

The closing bid price of our Common Stock on December 13, 2012, was $.0002

As of December 13, 2012, there were approximately 2,500 shareholders of record of our Common Stock, not including those persons who hold their shares in “street name”.

We have not paid any dividends on our Common Stock since our inception. We do not foresee that we will have the ability to pay a dividend on our Common Stock in the fiscal year ended September 30, 2013.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

Overview:

Starting January 1, 2009, Bulova Technologies Group, Inc. has operated in two business segments. The Government Contracting segment is focused on the production and procurement of military articles for the US. Government and other Allied Governments throughout the world, and is accounted for through two of the Company’s wholly owned subsidiaries, Bulova Technologies Ordnance Systems LLC., and Bulova Technologies (Europe) LLC, The Contract Manufacturing segment produced cable assemblies, circuit boards as well as complete systems, and is accounted for through BT Manufacturing Company, LLC, another of its wholly owned subsidiaries. In June of 2010, because of continuing losses in our contract manufacturing business segment, the Company announced management’s decision to market BT Manufacturing Company LLC for sale. During the quarter ended March 31, 2011, the Company accomplished this disposition. For reporting purposes, the Company has identified the assets and liabilities of BT Manufacturing Company LLC as pertaining to discontinued operations and has segregated its operating results and presented them separately as a discontinued operation for all periods. With the Company’s disposal of BT Manufacturing Company LLC, the Company is no longer operating more than one business segment as all efforts of the Company are now focused on Department of Defense contracting.

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.

Results of operations :

Discontinued Operations

For the year ended September 30, 2012 compared to the year ended September 30, 2011.

The results of operations of BT Manufacturing Company LLC reported as discontinued operations reflect a loss of $91,347 for the year ended September 30, 2012 as compared to a gain of $486,416 for the year ended September 30, 2011. The loss for the year ended September 30, 2012 is the accrual of interest on the note that the Company is negotiating to resolve, as there is no activity remaining relative to this disposed segment. The reason for the gain reported in the year ended September 30, 2011, after the discontinuance was primarily a result of over estimating the amount of loss to be incurred. The only items remaining to be resolved are the ultimate resolution of a small amount of payables and the debt the Company did not get resolved with the disposition. The Company resolved the remaining debt subsequent to the balance sheet date as reported in subsequent events.

Continuing Operations

Revenue for continuing operations for the year ended September 30, 2012 of $3,142,062 is a decrease of $1,761,230 when compared to the revenue for the year ended September 30, 2011 of $4,903,292.

Cost of revenues for continuing operations for the year ended September 30, 2012 of $2,290,051 is a decrease of $846,338 when compared to the cost of revenues for the year ended September 30, 2011 of $3,136,389.

Gross profit for continuing operations for the year ended September 30, 2012 of $852,011 is a decrease of $914,892 when compared to the gross profit for the year ended September 30, 2011 of $1,766,903.

Selling and administrative expenses for continuing operations for the year ended September 30, 2012 of $3,613,979 is a decrease of $1,861,878 when compared to selling and administrative expense for the year ended September 30, 2011 of $5,475,857.

Stock based compensation for continuing operations for the year ended September 30, 2012 of $2,265,939 is a decrease of $754,116 when compared to stock based compensation for the year ended September 30, 2011 of $3,020,055.

Depreciation and amortization expense for continuing operations for the year ended September 30, 2012 of $1,807,865 is a decrease of $334,066 when compared to depreciation and amortization expense for the year ended September 30, 2011 of $2,141,931.

Interest expense for continuing operations for the year ended September 30, 2012 of $944,561 is a decrease of $67,602 when comnpared to interest expense for the year ended September 30, 2011 of $1,012,163.

Other income (expenses) for the year ended September 30, 2012 of ($1,231,488) is a decrease of $2,505,223when compared to other income for the year ended September 30, 2011 of $1,273,735. For the year ended September 30, 2012, the net expense recognized by the Company includes $525,000 of other income resulting from certain contract settlements negotiated during the year, offset by losses from worthless investments recognized in the amount of $1,791,855. The amount of other income for the year ended September 30, 2011 is primarily the result of a dispute settlement in favor of the Company in the amount of $1,272,545.

The Company’s net loss from continuing operations for the year ended September 30, 2012 of $9,011,821 is an increase of $402,453 when compared to the net loss from continuing operations for the year ended September 30, 2011 of $8,609,368.

Liquidity and capital resources:

As of September 30, 2012, the Company’s sources of liquidity were new debt and loans from shareholders.

As of September 30, 2012, we had $29,034 in cash and cash equivalents.

Cash flows used in operating activities was $2,473,052 for the year ended September 30, 2012, and was all used by continuing operations.

Cash flows used in investing activities was $89,725 for the year ended September 30, 2012, and was all used by continuing operations.

Cash flows from financing activities were $2,422,312 for the year ended September 30, 2012, and was all provided by continuing operations. Cash flows provided by continuing operations consisted primarily of new debt in the amount of $2,625,000.

The sale on October 24, 2012, of substantially all of the assets of Bulova Technologies Ordnance Systems LLC, which represent substantially all of the assets of the consolidated Company, served to eliminate most of the debt of the Company, which significantly improved the Company’s ability to cover its operating and capital expenses, as well as make any remaining required debt service payments. The consummation of this transaction allows the Company to focus its energies in the pursuit and completion of higher margin, less capital intensive and labor intensive contracts, and to relieve the Company of burdensome high interest debt, and to provide working capital to ensure future growth.

The Company‘s business may not generate cash flows at sufficient levels, and it is possible that currently anticipated contract awards may not be achieved. If we are unable to generate sufficient cash flow from operations, 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 on the small amount of debt remaining after the sale, or to pay interest on or to refinance our remaining indebtedness depends on our future performance and financial results, which, to a certain extent, are subject to general conditions in or affecting the U.S. defense industry and to general economic, political, financial, competitive, legislative and regulatory factors beyond our control.

While the Company believes that the sale of the assets of Bulova Technologies Ordnance Systems LLC, the resultant liquidation of debt at the closing, and the anticipated revenues resulting from additional contract awards accompanied by its efforts 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, need 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.

There are no off-balance sheet arrangements.

Our ability to utilize net operating loss carry forwards may be limited

As of September 30, 2012, the Company had net operating loss carry forwards (NOLs) of approximately 24 million for federal income tax purposes that will begin to expire between the years of 2020 and 2032. These NOLs may be used to offset future taxable income, to the extent we generate any taxable income, and thereby reduce or eliminate our future federal income taxes otherwise payable. Section 382 of the Internal Revenue Code imposes limitations on a corporation's ability to utilize NOLs if it experiences an ownership change as defined in Section 382. In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percent over a three-year period. In the event that an ownership change has occurred, or were to occur, utilization of our NOLs would be subject to an annual limitation under Section 382 determined by multiplying the value of our stock at the time of the ownership change by the applicable long-term tax-exempt rate as defined in the Internal Revenue Code. Any unused annual limitation may be carried over to later years. We may be found to have experienced an ownership change under Section 382 as a result of events in the past or the issuance of shares of common stock upon a conversion of notes, or a combination thereof. If so, the use of our NOLs, or a portion thereof, against our future taxable income may be subject to an annual limitation under Section 382, which may result in expiration of a portion of our NOLs before utilization.

Item 8. Consolidated Financial Statements

BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARY

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page

Report of Independent Registered Public Accounting Firm		11

Consolidated Balance Sheets as of September 30, 2012 and 2011		12

Consolidated Statements of Operations for the Years Ended September 30, 2012 and 2011		13

Consolidated Statements of Cash Flows for the Years Ended September 30, 2012 and 2011		14

Consolidated Statement of Changes in Stockholders’ Equity for the Years Ended September 30, 2012 and 2011		16

Notes to Consolidated Financial Statements		17

Drake & Klein CPAs

2451 McMullen Booth Rd., Suite 210

Clearwater, FL 33759

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Shareholders of Bulova Technologies Group, Inc.

We have audited the accompanying consolidated balance sheets of Bulova Technologies Group, Inc. and subsidiaries as of September 30, 2012 and 2011, and the related consolidated statements of operations, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required at this time to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bulova Technologies Group, Inc. and subsidiaries as of September 30, 2012 and 2011, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Drake & Klein CPAs

/s/ Drake & Klein CPAs

Clearwater, Florida

December 27, 2012

BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

	September 30,
	2012			2011
ASSETS

Cash and cash equivalents	$	29,034		$	169,499
Accounts receivable		112,005			228,085
Contract claim receivable		-			-
Inventory		1,023,980			685,226
Other current assets		48,334			130,826
Current assets from discontinued operations		-			-

Total Current Assets		1,213,353			1,213,636

Property, plant and equipment		2,474,928			2,545,258
Investments		-			1,791,855
Other assets		27,461			107,618
Non-current assets from discontinued operations		-			-
	$	3,715,742		$	5,658,367

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Accounts payable	$	423,102		$	203,769
Accrued expenses		7,202,905			6,416,831
Advance payments and billings in excess of cost		666,490			883,504
Current portion of long term debt		8,386,675			5,365,245
Current liabilities from discontinued operations		2,011,937			1,934,588

Total current liabilities		18,691,109			14,803,937

Shareholder loans and accrued interest		185,195			185,392
Long term debt, net of current portion		1,144,074			1,268,925
		20,020,378			16,258,254

Commitments and contingencies		-			-

Shareholders’ deficit
Preferred stock, $.00001 par, authorized 5,000,000,000 shares; 2,000,000,000 and -0- issued and outstanding at September 30, 2012 and 2011		20,000			-
Common stock, $.001 par; authorized 5,000,000,000 shares, 1,658,327,831 and 438,138,975 issued and outstanding at September 30, 2012 and 2011		1,658,328			438,139
Additional paid in Capital in excess of par		20,223,672			18,065,442
Retained earnings (deficit)		(38,206,636	)		(29,103,468	)
		(16,304,636	)		(10,599,887	)
	$	3,715,742		$	5,658,367

See accompanying notes to consolidated financial statements.

BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years Ended September 30,
	2012			2011

Revenues	$	3,142,062		$	4,903,292
Cost of revenues		2,290,051			3,136,389
Gross profit		852,011			1,766,903

Selling and administrative expenses		3,613,979			5,475,857
Stock based compensation		2,265,939			3,020,055
Depreciation and amortization expense		1,807,865			2,141,931
Interest expense		944,561			1,012,163

Total expenses		8,632,344			11,650,006
Loss from operations		(7,780,333	)		(9,883,103	)

Other income (expense)
Other income (expense)		(1,231,488	)		1,273,735

Loss from continuing operations before income taxes		(9,011,821	)		(8,609,368	)

Income tax expense		-			-

Loss from continuing operations		(9,011,821	)		(8,609,368	)
Gain (loss) from discontinued operations, net of tax		(91,347	)		486,416

Net loss	$	(9,103,168	)	$	(8,122,952	)

Basic and diluted net loss per common share
Loss from continuing operations	$	(.0099	)	$	(033	)
Loss from discontinued operations		(.0001	)		(.002	)
Net loss	$	(.01	)	$	(.031	)
Weighted average common shares, basic and diluted		910,016,129			259,784,348

See notes to consolidated financial statements.

BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended September 30,
	2012		2011

Cash flows from operating activities:
Net loss	$	(9,103,168)	$	(8,122,952)
(Gain) loss from discontinued operations		91,347		(486,416)
Loss from continuing operations		(9,011,821)		(8,609,368)
Adjustments to reconcile loss from continuing operations to net cash flows from operating activities:
Depreciation and amortization		1,807,865		2,141,931
Loss recognized on investments		1,746,857		-
Loss on disposal of assets		9,897		-
Stock based compensation		2,265,939		3,020,055
Changes in operating assets and liabilities
Accounts receivable		116,080		223,708
Inventory		(338,754)		554,805
Prepaid expenses and other assets		82,492		721,625
Accounts payable and accrued expenses		1,065,407		275,992
Advance payments and billings in excess of costs		(217,014)		(567,783)

Net cash flows from operating activities – continuing operations		(2,473,052)		(2,239,035)
Net cash flows from operating activities – discontinued operations		-		(116,171)
Net cash flows from operating activities		(2,473,052)		(2,355,206)

Cash flows from investing activities:
Investments in multiple companies		-		(25,000)
Purchase of property and equipment		(89,725)		(209,180)
Net cash flows from investing activities – continuing operations		(89,725)		(234,180)
Net cash flows from investing activities – discontinued operations		-		-
Net cash flows from investing activities		(89,725)		(234,180)

Cash flows from financing activities
Shareholder advances		-		667,154
Repayment of Shareholder loans		(91,943)		(1,205,736)
Increases in long term debt		2,625,000		3,581,500
Repayments of long term debt		(110,745)		(929,638)
Proceeds from sale of stock		-		633,000

Net cash flows from financing activities – continuing operations		2,422,312		2,746,280
Net cash flows from financing activities – discontinued operations		-		-
Net cash flows from financing activities		2,422,312		2,746,280

Increase (decrease) in cash and cash equivalents		(140,465)		156,894
Cash and cash equivalents, beginning		169,499		12,605

Cash and cash equivalents, ending	$	29,034	$	169,499
Cash paid for interest	$	51,115	$	305,312
Cash paid for taxes	$	-	$	-

Supplemental schedule of non-cash financing and investing activities:

October 2011, the Company issued 8,896,394 common shares issued as conversion of debt

October 2011, the Company issued 500,000 common shares for services

November 2011, the Company issued 10,268,342 common shares to various individuals

November 2011, the Company issued 5,352,941 common shares as conversion of debt

December 2011, the Company issued 12,831,591 common shares as conversion of debt

December 2011, the Company issued 90,000,000 common shares and authorized the issuance of an additional 60,000,000 shares as conversion of related party debt 50,000,000 of which were issued in the first quarter of 2012

January 2012, the Company issued 151,500,000 common shares for services

February 2012 , the Company issued 750,000 common shares for services

February 2012, the Company issued 95,000,000 common shares in association with new debt

February 2012, the Company issued 2,400,000 common shares as conversion of debt

March 2012, the Company issued 3,142,857 common shares as conversion of debt

April 2012, the Company issued 3,461,538 common shares as conversion of debt

April 2012, the Company issued 20,000,000 common shares for services

May 2012, the Company issued 25,412,821 common shares for services

May 2012, the Company issued 6,360,000 common shares as conversion of debt

May 2012, the Company issued 35,000,000 common shares in association with new debt

June 2012, the Company issued 75,000,000 common shares in association with new debt

June 2012, the Company issued 14,084,507 common shares as conversion of debt

June 2012, the Company issued 30,878,777 common shares for services

June 2012, the Company issued 21,830,956 common shares as conversion of debt

July 2012, the Company issued 168,289,206 common shares in association with new debt

August 2012, the Company issued 18,380,744 common shares as interest payment on debt

August 2012, the Company issued 193,846,154 common shares in association with new debt

September 2012, the Company issued 177,002,028 common shares in association with new debt

See notes to consolidated financial statements.

BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY

	Preferred Stock				Common Stock
	Number of Shares		Amount		Number of Shares			Amount			Additional Paid in Capital			Accumulated (deficit)			Total
Balances, September 30, 2010		-	$	-		81,902,405		$	81,902		$	8,002,412		$	(20,980,516	)	$	(12,896,202	)
Issuance of shares for services						2,328,156			2,328			124,310						126,638
Issuance of shares associated with related party debt						51,659,181			51,659			864,590						916,249
Issuance of shares from sales						5,379,385			5,380			384,620						390,000
Issuance of warrants and convertible debt												93,730						93,730
Issuance of shares for services						5,490,444			5,491			453,657						459,148
Issuance of shares in satisfaction of debt						6,000,000			6,000			119,000						125,000
Issuance of shares from sales						13,422,222			13,422			229,578						243,000
Issuance of warrants and convertible debt												645,971						645,971
Issuance of shares associated with related party debt						199,395,376			199,395			1,794,558						1,993,953
Issuance of shares for services						30,766,775			30,767			1,805,502						1,836,269
Issuance of shares to securitize debt						10,000,000			10,000			588,000						598,000
Issuance of shares associated with new debt						9,000,000			9,000			513,000						522,000
Issuance of warrants and convertible debt												1,861,329						1,861,329
Issuance of shares associated with related party debt						20,000,000			20,000			180,000						200,000
Issuance of shares in satisfaction of debt						2,795,031			2,795			24,205						27,000
Issuance of warrants and convertible debt												380,980						380,980
Net loss for the year ended September 30, 2011															(8,122,952	)		(8,122,952	)
Balances September 30, 2011		-		-		438,138,975			438,139			18,065,442			(29,103,468	)		(10,599,887	)
Issuance of shares for services		2,000,000,000		20,000		248,683,366			248,684			687,851						956,535
Issuance of shares without consideration in completion of a prior year transaction						9,007,318			9,007			(9,007	)
Issuance of shares in satisfaction of debt						767,498,172			767,498			207,602						975,100
Issuance of convertible debt												142,380						142,380
Issuance of shares associated with new debt						205,000,000			205,000			797,500						1,002,500
Issuance of common stock warrants												366,904						366,904
Cancellation of previously authorized shares not issued						(10,000,000	)		(10,000	)		(35,000	)					(45,000	)
Net loss for the year ended September 30. 2012															(9,103,168	)		(9,103,168	)
Balances, September 30, 2012		2,000,000,000	$	20,000		1,658,327,831		$	1,658,328		$	20,223,672		$	(38,206,636	)	$	(16,304,636	)

See notes to consolidated financial statements.

1. Description of business:

Bulova Technologies Group, Inc. ("BLVT" 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 Company operates as a government contractor in the United States. Headquarter facilities are in Clearwater and Brandon, Florida and its operating facilities are located in Mayo, Florida.

2. Principles of consolidation and basis of presentation:

These consolidated financial statements include the assets and liabilities of Bulova Technologies Group, Inc. and its subsidiaries as of September 30, 2012 and 2011. All material intercompany transactions have been eliminated.

On January 1, 2009, the Company acquired the stock of 3Si Holdings, Inc. (“3Si”) a privately held Florida corporation controlled by the majority stockholder of the Company in exchange for 40,000,000 shares of its common stock. The assets and operations of 3Si have been 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).

BT Manufacturing Company LLC – prior to discontinuance, its operations were located in Melbourne, Florida, in a 35,000 square foot facility where it assembled a wide range of printed circuit boards, including single sided through 14 layers, through-hole, surface mount and mixed. It manufactured cable assemblies and complete systems and offered value-add services such as direct-ship to end customers, depot repair and design assistance. In June 2010, the Company determined to dispose of BT Manufacturing Company LLC, and as such has accounted for this business segment as a discontinued operation. Final settlement and disposition of this segment was accomplished during the quarter ended March 31, 2011.

In the opinion of management, the accompanying consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position as of September 30, 2012 and 2011, and the results of operations and cash flows for the years ended September 30, 2012 and 2011.

Subsequent Events

The Company has evaluated subsequent events through December 20, 2012 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.

Business Segments

Use of Estimates

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

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 were 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 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.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company 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. The Company considers all accounts receivable to be collectable and consequently has provided no allowance for doubtful accounts.

The majority of the Company’s revenues and accounts receivable pertain to contracts with the US Government.

Inventory

Inventory is stated at the lower of cost (first-in, first-out) or market. Market was generally considered to be net realizable value. Inventory consisted of materials used to manufacture the Company’s products work in process and finished goods ready for sale.

The breakdown of inventory at September 30, 2012 and 2011 is as follows:

	September 30, 2012		September 30, 2011
Finished goods	$	-	$	-
Work in process		-		96,000
Materials and supplies		1,023,980		589,226

Total inventory of continuing operations	$	1,023,980	$	685,226

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed by applying principally the straight-line method to the estimated useful lives of the related assets. Useful lives range from 10 to 20 years for buildings and improvements and 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. Property, plant and equipment acquired as part of a business acquisition are valued at fair value.

Property, plant and equipment are comprised of the following at September 30, 2012 and 2011

	As of September 30,
	2012			2011
Land	$	1,225,000		$	1,225,000
Buildings and improvements		1,170,194			1,170,194
Machinery and equipment		752,554			698,759
Funiture and fixtures		45,735			44,735

		3,193,483			3,138,688
Less accumulated depreciation		(718,555	)		(593,430	)

Net property, plant and equipment	$	2,474,928		$	2,545,258

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 arre 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.

Discontinued Operations

In accordance with ASC 205-20, Presentation of Financial Statements-Discontinued Operations (“ASC 205-20”), we reported the results of BT Manufacturing Company LLC, our contract manufacturing segment as a discontinued operation. The application of ASC 205-20 is discussed in Note 5 “Discontinued Operations”

Revenue Recognition

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. The majority of the Company’s revenue is generated under various fixed and variable price contracts as follows:

Revenues on fixed-price type contracts are recognized using the Percentage-Of-Completion (POC) method of accounting as specified in government contract accounting standards and the particular contract. Revenues earned on fixed-price production contracts under which units are produced and delivered in a continuous or sequential process are recognized as units are delivered based on their contractual selling prices (the “Units-of-Delivery” basis of determination). Sales and profits on each fixed-price production contract under which units are not produced in a continuous or sequential process are recorded based on the ratio of actual cumulative costs incurred to the total estimated costs at completion of the contract, multiplied by the total estimated contract revenue, less cumulative sales recognized in prior periods (the “Cost-to-Cost” basis of determination). Under both types of basis for determining revenue earned, a single estimated total profit margin is used to recognize profit for each contract over its entire period of performance, which can exceed one year. The estimated total profit margin is evaluated on a periodic basis by management throughout the term of an individual contract to determine if the estimated total profit margin should be adjusted.

The Company has certain contracts with the U.S. Government that have been funded through “Performance-Based-Payments”. Performance-based-payments are a method of financing designed by the Government to facilitate the accomplishment of the terms of the contract, and are not payments for accepted items. These financing payments are designed as a funding mechanism to facilitate production and may be made based on performance measured by objective, the accomplishment of defined events, or other quantifiable measures of results. As units are delivered and invoiced, the U.S. Government withholds 90% of the invoiced amount as repayment of the contract financing advances.

Cost of Revenues

The costs of revenues include direct materials and labor costs, and indirect labor associated with production and shipping costs.

Advertising Costs

The costs of advertising are expensed as incurred and are included in the Company’s operating expenses. The Company did not incur any advertising expenses for the years ended September 30, 2012 and 2011.

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.

Loss per Common Share

Basic net loss per share includes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of September 30, 2012, there were 299,924,000 common stock equivalents that were anti-dilutive and were not included in the calculation.

Effect of Recent Accounting Pronouncements

The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to September 30, 2012 through the date these financial statements were issued.

3. Contract Claim Receivable

The acquisition of 3Si Holdings, Inc. included the membership interest in Bulova Technologies Ordnance Systems LLC which had certain obligations to perform on then existing contracts with the US Government. Bulova Technologies Ordnance Systems, LLC had received advance funding under these contracts by the US Government through Performance-Based-Payments, a method of financing designed by the government to provide working capital to small business contractors so they can purchase the materials needed to fulfill the contract. At the time of the acquisition, the US Government had provided advance financing on the assumed contracts in the amount of $3,200,597.

In accordance with the provisions of Section 9-610 of the Uniform Commercial Code as enacted in the state of New York these cash funds amounting to $3,200,597 were retained by Webster Business Credit Corporation, the secured lender that had acquired the assets pursuant to the Section 9 foreclosure proceedings. The Company has fully performed all of its obligations under these contracts.

On October 24, 2012, as a part of the sale of substantially all of the assets of Bulova Technologies Ordnance Systems LLC, the Company negotiated and settled this dispute with Webster Business Credit Corporation.

4. Discontinued Operations

In June of 2010, because of continuing losses in our contract manufacturing business segment, the Company announced management’s decision to market BT Manufacturing Company LLC for sale. BT Manufacturing Company LLC, a wholly owned subsidiary of the Company represented our contract manufacturing segment. As a result of the decision to sell this business segment, the Company has identified the assets and liabilities of BT Manufacturing Company LLC as pertaining to discontinued operations at September 30, 2012 and September 30, 2011 and has segregated its operating results and presented them separately as a discontinued operation for all periods presented.

In September 2010, the Company estimated a loss in the amount of $2,650,000 to be realized upon completion of the disposal of this business segment, as well as an estimated operating loss of $900,000 to be incurred during the phase-out period. During March 2011, the Company finalized its negotiations relative to the disposition of the assets of this operation with an effective date of December 31, 2010. As a part of this settlement, the buyer that acquired the operations has provided an earn out agreement to PNL Newco II LLC to assist in the payment of the remaining obligation on the note payable to them. This balance is carried as a liability from discontinued operations on our consolidated balance sheet.

Summarized operating resultes for discontinued operations is as follows:

	Year Ended September 30,
	2012			2011

Revenue	$	-		$	254,004
Cost of Sales		-			(152,403	)
Gross profit		-			101,601
Operating expenses and interest		(91,347	)		(542,802	)
Other income		-			927,617
Income (loss) from operations		(91,347	)		486,416
Loss on disposal of discontinued operations		-			-
Income tax benefit		-			-
Income (loss) from discontinued operations, net of tax	$	(91,347	)	$	486,416

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

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

	September 30,
	2012		2011

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	$	351,054	$	273,705
Current portion of long-term debt		1,660,883		1,660,883
Provision for loss on disposal of business segment		-		-
Total current liabilities associated with discontinued operations		2,011,937		1,934,588
Long term debt, net of current portion		-		-
Total liabilities associated with discontinued operations	$	2,011,937	$	1,934,588

5. Investments

Investments consisted of various loans and investment in both private and public companies through Bulovatech Labs. Loans are reported at cost and equity investments are valued at fair value. Equity investments are primarily in technology development companies and are not held for resale.

On June 25, 2010, the Company sold all of its interest in Bulovatech Labs in exchange for 200,000,000 shares of Growth Technologies International. (GRWT).

The Level 2 Equity Investments represent the carrying value of the stock received in the transaction. The Level 2 Loans represent the amount of the loan receivable from Bulovatech Labs.

During the quarter ended September 30, 2012, the Company determined the full amount of these investments, in the amount of $1,791,855 to have no future realizable value, and as such recognized a loss in that amount.

	Cost		Gain		Loss		Fair Value
Level 1 Equity Investments	$	-	$	-	$	-	$	-
Level 2 Equity Investments		184,500		-		184,500		-
Level 2 Loans		1,607,355		-		1,607,355		-

	$	1,791,855	$	-	$	1,791,855	$	-

6. Advance Payments and Billings in Excess of Cost

Advance payments and billings in excess of costs represents liabilities of the Company associated with contracts in process as of the balance sheet date, and consist of the following:

Advance Payments - The Company has certain contracts with the U.S. Government that are funded through “Performance-Based-Payments”. Performance-based-payments are a method of financing designed by the Government to facilitate the accomplishment of the terms of the contract, and are not payments for accepted items. These financing payments are designed as a funding mechanism to facilitate production and may be made based on performance measured by objective, the accomplishment of defined events, or other quantifiable measures of results. As units are delivered and invoiced, the U.S. Government withholds 90% of the invoiced amount as repayment of the contract financing advances. On January 1, 2009, with the acquisition of 3Si Holdings, Inc. and membership interest of Bulova Technologies Ordnance Systems LLC, the Company assumed certain obligations to perform contracts with the US Government with an outstanding balance at the date of acquisition of $3,200,597. The balances outstanding as of September 30, 2012 and September 30, 2011 are $666,490 and $883,504 respectively.

Billings in Excess of Cost plus Earnings on Uncompleted Contracts – The Company accounts for fixed-price production contracts under which units are not produced in a continuous or sequential process based on the ratio of actual cumulative costs incurred to the total estimated costs at completion of the contract, multiplied by the total estimated contract price. The Company did not have any billings on uncompleted contracts in excess of the costs incurred plus estimated earnings calculated on this percentage of completion method as of September 2012 and September 30, 2011.

At September 30, 2012, the Company has included in accrued expenses an amount of approximately $6,100,000 relative to a contract performance dispute of its wholly owned subsidiary, Bulova Technologies Ordnance Systems LLC with the US Government. This subsidiary has filed claims pursuant to this dispute with the government to recover all or substantially all of the expenses provided for in this accrual. There can be no assurance with respect to the outcome of this litigation.

7. Long Term Debt

Long term debt consisted of the following at:

	September 30, 2012		September 30, 2011
Promissory note payable to Webster Business Capital Corporation, dated December 16, 2008, in the original amount of $825,000 payable in full on June 30, 2009, with interest at 4.5% annually. This note was not repaid and is still outstanding as of the issuance of these financial statements. This note is secured by a lien on real estate, timber rights and certain equipment with net carrying values of approximately $2,000,000 at September 30, 2012. (this note was paid in full at the October 24, 2012 sale of assets)	$	825,000	$	825,000

Mortgage payable to Bank of America, dated March 10, 2006, in the original amount of $840,000 payable in monthly fixed principal payments of $4,667 plus variable interest at 2.5% plus the banks index rate, secured by real estate with carrying values of approximately $1,500,000 at September 30, 2012. Final payment is due on March 10, 2021. (this note was paid in full at the October 24, 2012 sale of assets)		480,666		532,000

Note payable to Harold L. and Helene M. McCray, dated October 19, 2005, in the original amount of $1,070.000, bearing interest at 8% per annum, payable in monthly installments of $10,225.48 secured by land and buildings with carrying values of approximately $1,500,000 at September 30, 2012. Final payment is due on December 1, 2020. (this note was paid in full at the October 24, 2012 sale of assets)		776,116		799,283

Note payable to Edward Viola, dated October 19, 2005, in the original amount of $80,000, bearing interest at 8% per annum, payable in monthly installments of $764.52. Final payment is due on December 1, 2020. (this note was paid in full at the October 24, 2012 sale of assets)	54,880	59,463

Note payable to PNL Newco II, LLC, dated December 22, 2009, in the original amount of $2,000,000, payable in monthly fixed principal payments of $42,000 plus variable interest at LIBOR plus 5% with a minimum rate of 5.5%, secured by an earn out agreement with the party that acquired all of the personal property of the discontinued operations of BT Manufacturing Company, LLC. Final balloon payment was due December 22, 2011. (this note was paid off through a negotiated settlement subsequent to the October 24, 2012 sale of assets)	1,660,883	1,660,883

Convertible Note payable to GovFunding, LLC, dated February 4, 2011, in the amount of $3,158,000 bearing interest at 18%., secured by a lock box agreement tied to the proceeds of a single government contract with a carrying value of approximately $2,600,000 at September 30, 2012. Final payment is due January 31, 2012. (this note was paid in full at the October 24, 2012 sale of assets)	3,158,000	2,955,646

Convertible Note payable to Asher Enterprises, Inc. dated February 28, 2011 in the original amount of $75,000, current balance net of debt discount of $6,141, bearing interest at 8%. with a maturity date of December 2, 2011.	-	41,859

Insurance premium financing agreement with First Insurance Funding Corp. dated January 21, 2011 in the original amount of $75,043, bearing interest at 9.9%, payable in monthly installments of $8,693 per month, final payment due October 21, 2011	-	7,924

Note payable to The David J Keehan Trust dated June 30, 2011 in the amount of $500,000, bearing interest at the rate of 10% payable interest only through maturity. Final payment due September 30, 2011.	-	500,000

Convertible Note payable to Asher Enterprises, Inc. dated March 31, 2011 in the amount of $42,500 net of debt discount of $5,703, bearing interest at 8%. with a maturity date of January 4, 2012.	-	36,797

Convertible Note payable to Asher Enterprises, Inc. dated May 26, 2011 in the amount of $35,000 net of debt discount of $7,459, bearing interest at 8%. with a maturity date of March 1, 2012.	-	27,541

Convertible Note payable to GovFunding, LLC dated May 25, 2011 in the amount of $220,000, bearing interest at 18%. with a maturity date of April 30, 2012. (this note was paid in full at the October 24, 2012 sale of assets)	220,000	146,573

Convertible Note payable to GovFunding LLC dated June 23, 2011 in the amount of $133,000, bearing interest at 18%. with a maturity date of June 30, 2012. (this note was paid in full at the October 24, 2012 sale of assets)	133,000	78,946

Note payable to GovFunding LLC dated July 14, 2011 in the amount of $105,000, bearing interest at 18%. with a maturity date of August 1, 2011. (this note was paid in full at the October 24, 2012 sale of assets)	105,000	105,000

Insurance premium financing agreement with Flat Iron Capital dated July 26, 2011 in the original amount of $14,224, bearing interest at 7.4%, payable in monthly installments of $1,251 per month, final payment due May 26, 2012	-	9,737

Convertible Note payable to GovFunding LLC dated August 1, 2011 in the amount of $128,000, bearing interest at 18%. with a maturity date of April 30, 2012. (this note was paid in full at the October 24, 2012 sale of assets)	128,000	62,208

Convertible Note payable to GovFunding LLC dated August 9, 2011 in the amount of $250,000, bearing interest at 18%. with a maturity date of June 30, 2012. (this note was paid in full at the October 24, 2012 sale of assets)	250,000	112,865

Convertible Note payable to Asher Enterprises, Inc. dated August 19, 2011 in the original amount of $43,000 net of debt discount of $16,416, bearing interest at 8%. with a maturity date of May 22, 2012	-	26,584

Note payable to The David J Keehan Trust dated July 11, 2011 in the amount of $100,000, bearing interest at the rate of 10% payable interest only through maturity. Final payment due September 30, 2011.	-	100,000

Note payable to The David J Keehan Trust dated August 5, 2011 in the amount of $100,000, bearing interest at the rate of 10% payable interest only through maturity. Final payment due September 30, 2011.	-	100,000

Note payable to The David J Keehan Trust dated August 5, 2011 in the amount of $50,000, bearing interest at the rate of 10% payable interest only through maturity. Final payment due September 30, 2011.	-	50,000

Convertible Note payable to GovFunding LLC dated August 30, 2011 in the amount of $110,000, bearing interest at 18%. with a maturity date of June 30, 2012. (this note was paid in full at the October 24, 2012 sale of assets)	110,000	56,744

Convertible Note payable to Asher Enterprises, Inc. dated May 15, 2012 in the original amount of $32,500 net of discount of $7,468, bearing interest at 8% with a maturity date of February 21, 2013.		25,032			-

Convertible Note payable to Asher Enterprises, Inc. dated July 16, 2012 in the original amount of $32,500 net of discount of $10,612, bearing interest at 8% with a maturity date of April 19, 2013.		21,888			-

Note payable to Keehan Trust Funding, LLC dated January 19, 2012 in the amount of $1,550,000, bearing interest at the rate of 10%. This note is secured by the assignment of the proceeds of a government contract with a value in excess of $4,500,000 as of June 30, 2012. Final payment due upon delivery.		1,550,000			-

Note payable to GovFunding LLC dated March 30, 2012 in the amount of $100,000, bearing interest at 18%. Final payment was due June 1, 2012. (this note was paid in full at the October 24, 2012 sale of assets)		100,000			-

Note payable to Keehan Trust Funding, LLC dated March 30, 2012 with a maximum amount of $653,731, bearing interest as the rate of 10%. This note is secured by the assignment of the proceeds of certain government contracts with a value in excess of $700,000 as of September 30, 2012		285,000			-

Convertible Note payable to an individual dated May 4, 2012 in the amount of $25,000, bearing interest at 18% with a maturity date of July 31, 2012.		25,000			-

Convertible Note payable to an individual dated May 4, 2012 in the amount of $25,000, bearing interest at 18% with a maturity date of July 31, 2012.		25,000			-

Note payable to GovFunding LLC dated May 11, 2012 in the amount of $200,000, bearing interest at 12% with a maturity date of July 31, 2012. (this note was paid in full at the October 24, 2012 sale of assets)		200,000			-

Convertible Note payable to an individual dated May 25, 2012 in the amount of $100,000, bearing interest at 18% with a maturity date of August 25, 2012.		100,000			-

Note payable to Keehan Trust Funding, LLC, dated June 1, 2012 in the amount of $700,000, bearing interest at the rate of 10%. This note is secured by the assignment of the proceeds of certain government contracts with a value in excess of $2,000,000 as of September 30, 2012. Final payment due November 30, 2012.		700,000			-

Convertible Note payable to an individual dated August 15, 2012 in the amount of $5,000 net of discount of $568, bearing interest at 18% with a maturity date of October 31, 2012.		4,432			-

Convertible Note payable to an individual dated May 25, 2012 in the amount of $10,000 net of discount of $1,265, bearing interest at 18% with a maturity date of October 31, 2012.		8,735			-

Note payable to GovFunding LLC dated August 7, 2012 in the amount of $245,000, bearing interest at 18%. Final payment due October 15, 2012. (this note was paid in full at the October 24, 2012 sale of assets)		245,000			-
		11,191,632			8,295,053
Less current portion pertaining to continuing operations		(8,386,675	)		(5,365,245	)
Less current portion associated with discontinued operations		(1,660,883	)		(1,660,883	)
	$	1,144,074		$	1,268,925

Principal maturities of long term debt for the next five years and thereafter as of September 30, 2012 are as follows:

Period ended September 30,
2013	$	10,047,558
2014		132,727
2015		139,095
2016		145,992
2017		153,461
Thereafter		572,799
	$	11,191,632

8. 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.

On January 1 2009 the Company acquired for stock of 3SI Holdings in exchange for shares of the Company's common stock. For income tax purposes this transaction has been treated as a tax free reorganization under the provisions of Section 368A of the Internal Revenue Code. 3SI Holdings had various net operating loss carry over’s. Because of the change in ownership of 3SI Holdings, the net operating loss carry-overs will transfer to the Company. The transferred net operating losses are subject to an annual limitation under the provisions of Section 382 of the Internal Revenue Code to offset future taxable income of the Company. These net operating loss carry-overs are included in the deferred tax asset of the Company.

The income tax provision consists of the following for the years ending September 30 2012 and 2011:

	9/30/2012		9/30/2011
Current
Federal	$	-	$	-
State		-		-

Deferred - Continuing Operations
Federal		-		-
State		-		-
	$	-	$	-

Deferred - Discontinued Operations
Federal		-		-
State		-		-
	$	-	$	-

The Company has previously recognized an income tax benefit for its operating losses generated since inception through September 30 2008 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, 2012 the Company had federal net operating loss carry forwards of approximately $24,160,000 and Florida net operating loss carry forwards of approximately $23,926,000. The federal net operating loss carry forwards will expire in 2020 through 2032 and state net operating loss carry forwards that will expire in 2028 through 2032.

The components of deferred tax assets and liabilities as of September 30, 2012 and 2011 is as follows:

	Current			Non-Current
Deferred tax assets:
NOL and contribution carry forwards	$	-		$	9,096,657
Property & Equipment					19,837
Accrued Comp		225,780
Accrued Marketing Fee		18,254
Share based Compensation		-			2,090,213
		244,034			11,206,707

Valuation Allowance		(244,034	)		(11,206,707	)
Net Deferred Tax Asset	$	-		$	-

Deferred tax (liabilities):
		-			-

Net Deferred Tax Liability		-			-


Net deferred tax asset (liability)	$	-		$	-
Less: current net deferred tax asset (liability)		-			-

Net non-current deferred tax asset (liability)	$	-		$	-

The change in the valuation allowance is as follow:

September 30, 2011	$	8,281,754
September 30, 2012		11,450,741

Increase in valuation allowance	$	3,168,987

The Company increased the valuation allowance by approximately $3,169,000 in the period ending September 30, 2012. The valuation allowance was increased to offset the current year net operating loss and other identified tax assets.

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

Continuing Operations	9/30/2012			9/30/2011

Expected provision at US statutory rate		34.00	%		34.00	%
State income tax net of federal benefit		3.63	%		3.63	%
Permanent and Other Differences		-			-
Valuation Allowance		-37.63	%		-37.63	%

Effective Income Tax Rate		0.00	%		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, 2012, the tax returns for the Company for the years ending 2009 through 2011 remain open to examination by the Internal Revenue Service and Florida Department of Revenue. In addition the tax returns related to 3SI remain open to federal and state examination for the periods ending June 2005 through 2008. 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.

9. Commitments and Contingencies

U.S. Government agencies, including the Defense Contract Audit Agency and various agency Inspectors General routinely audit and investigate costs and performance on contracts, as well as accounting and general business practices of contractors Based on the results of such audits, the U.S. Government may adjust contract related costs and fees, including allocated indirect costs. None of the Company’s contracts are currently the subject of any government audits.

At September 30, 2012 the Company operated corporate and administrative offices in a facility leased from a non-affiliate in Tampa, Florida, approximating 5,000 square feet. The Tampa location is leased for a base monthly rental increased by a minimum of 2.5% each year through the expiration date of December 21, 2027. The Company also leases on a month to month basis, an office in Frankfurt, Germany to facilitate its European program.

Total rent expense for the year ended September 30, 2012, was approximately $310,000.

The Company’s commitments for minimum lease payments under these operating leases for the next five years and thereafter as of September 30, 2012 are as follows:

Period ended September 30
2013	$	244,838
2014		250,959
2015		257,233
2016		263,664
2017		270,255
Thereafter		3,251,216
	$	4,538,165

10. Related Party Transactions

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

Bulova Technologies Ordnance Systems LLC had a Marketing Firm Agreement with Ramal Management Co. (“Ramal”), a related company owned by Stephen L Gurba, our Chief Executive Officer which expired on January 1, 2011. Pursuant to the terms of the agreement, Ramal received a marketing fee for services of 4% of net sales generated through contracts of Bulova Technologies Ordnance Systems LLC. Subsequent to the expiration of this marketing agreement, the marketing fee of 4% is now paid to Stephen L. Gurba as a part of his compensation package.

The Company received loans from two (2) major shareholders which were supported by notes bearing interest at 5% annually with restricted conversion features and no repayment schedule. The notes were originally issued for $1,500,000 for each shareholder then subsequently raised to a maximum of $5,000,000. All shareholder debt is accruing interest. During the year ended September 30, 2012, the Company issued 171,830,956 shares of common stock in exchange for $699,100 of shareholder loans, and during the year ended September 30, 2011, the Company issued 226,054,557 shares of common stock in exchange for $2,565,202 of shareholder loans As of September 30, 2012, the only remaining debt associated with these notes is a balance due to Stephen L. Gurba and Evelyn R. Gurba in the amount of $369,010. This amount is reported on the balance sheet net of unamortized discount of $183,816.

On October 29, 2010 the Company issued each of the two major shareholders 22,500,000 shares of stock as payment on interest accrued to date and for an estimate of the interest that will accrue on their respective loans through 2011.

On July 12, 2011 John Stanton resigned as Chairman, Director and Chief Financial Officer of the Company. Stephen L. Gurba was appointed Chairman of the Board.

11. Stockholders’ Equity

Common Shares

On October 7, 2010,the Company issued 6,659,181 shares in exchange for related party debt

On October 8, 2010 the Company issued 932,284 shares for services in the amount of $42,885.

On October 29, 2010 the Company issued 1,395,872 shares for services in the amount of $83,752.

On October 29, 2010 the Company sold 5,379,385 shares to various individuals

On October 29, 2010 the Company issued 22,500,000 shares to its Chief Executive Officer in payment of past due interest accrued on a convertible promissory note over the balance of 2010 and prospectively through 2011.

On October 29, 2010 the Company issued 22,500,000 shares to its Chairman of the Board in payment of past due interest accrued on a convertible promissory note over the balance of 2010 and prospectively through 2011.

On November 5, 2010 the Company issued debt in the amount of $250,000 with detachable warrants. These warrants provide for the purchase of 1,600,000 shares of the Company’s stock at $.05 per share for a period of 5 years. The warrants had a fair value of $77,160 at the time of issuance, which is accounted for as a discount to the debt and amortized over the life of the debt which is 10 months.

On January 27, 2011 the Company sold 2,400,000 shares to various individuals.

On January 27, 2011 the Company issued 2,550,000 shares for services in the amount of $204,000.

On February 2, 2011 the Company issued 480,000 shares for services in the amount of $43,200.

On February 3, 2011 the Company amended its articles of incorporation to increase its authorized shares to 1,000,000,000 (one billion)

On February 4, 2011 the Company issued convertible debt in the amount of $3,158,000 with detachable warrants. These warrants provide for the purchase of 1,000,000 shares of the Company’s stock at $.08 per share for a period of 5 years. The warrants and the beneficial conversion feature of this note had a fair value of $593,783 at the time of issuance which is accounted for as a discount to the debt and amortized over the life of the debt which is 10 months.

On February 25, 2011 the Company issued 1,124,444 shares for services and a negotiated settlement in the amount of $98,389.

On February 25, 2011 the Company sold 1,188,889 shares to various individuals.

On February 28, 2011, the Company issued convertible debt in the amount of $75,000. The beneficial conversion feature of this note had a fair value of $27,000 at the time of issuance which is accounted for as a discount to the debt and amortized over the life of the debt which is 10 months

On March 15, 2011 the Company issued 1,086,000 shares for services in the amount of $92,310.

On March 15, 2011 the Company sold 6,500,000 shares to various individuals.

On March 22, 2011 the Company issued debt in the amount of $65,000 with detachable warrants. These warrants provide for the purchase of 1,300,000 shares of the Company’s stock at $.01 per share for a period of 5 years. The warrants had a fair value of $41,759 at the time of issuance which is accounted for as a discount to the debt and amortized over the life of the debt which is one month.

On March 31, 2011 the Company sold 3,333,333 shares to an individual

On March 31, 2011 the Company issued 6,000,000 shares to satisfy a debt in the amount of $125,000.

On March 31, 2011, the Company issued convertible debt in the amount of $42,500. The beneficial conversion feature of this note had a fair value of $16,575 at the time of issuance which is accounted for as a discount to the debt and amortized over the life of the debt which is 10 months

On April 4, 2011, the Company issued 746,775 shares to various individuals for service

On April 27, 2011 the Company issued 195,895,376 shares as a conversion of related party debt in the amount of $1,958,953

On April 27, 2011 the Company issued 30,020,000 shares various individuals for services.

On April 28, 2011 the Company issued 10,000,000 shares as stock based compensation for the purpose of securitizing debt.

On May 9, 2011 the Company issued 3,500,000 shares as a conversion of related party debt in the amount of $35,000.

On May 16, 2011 the Company issued 9,000,000 shares in conjunction with new debt

On May 25, 2011 the Company issued convertible debt in the amount of $220,000 with detachable warrants. These warrants provide for the purchase of 3,000,000 shares of the Company’s stock at $.01 per share for a period of 5 years. The warrants and the beneficial conversion feature of this note had a fair value of $117,552 at the time of issuance which is accounted for as a discount to the debt and amortized over the life of the debt which is 10 months.

On May 26, 2011, the Company issued convertible debt in the amount of $35,000. The beneficial conversion feature of this note had a fair value of $16,650 at the time of issuance which is accounted for as a discount to the debt and amortized over the life of the debt which is 10 months

On June 23, 2011 the Company issued convertible debt in the amount of $133,000 with detachable warrants. These warrants provide for the purchase of 1,800,000 shares of the Company’s stock at $.01 per share for a period of 5 years. The warrants and the beneficial conversion feature of this note had a fair value of $73,584 at the time of issuance which is accounted for as a discount to the debt and amortized over the life of the debt which is 12 months.

On July 14, 2011 the Company issued debt in the amount of $105,000 with detachable warrants. These warrants provide for the purchase of 2,300,000 shares of the Company’s stock at $.01 per share for a period of 5 years. The warrants had a fair value of $54,861 at the time of issuance which is accounted for as a discount to the debt and amortized over the life of the debt which is 1 month.

On August 1, 2011 the Company issued convertible debt in the amount of $128,000 with detachable warrants. These warrants provide for the purchase of 3,000,000 shares of the Company’s stock at $.01 per share for a period of 5 years. The warrants and the beneficial conversion feature of this note had a fair value of $84,325 at the time of issuance which is accounted for as a discount to the debt and amortized over the life of the debt which is 9 months.

On August 9, 2011 the Company issued convertible debt in the amount of $250,000 with detachable warrants. These warrants provide for the purchase of 5,850,000 shares of the Company’s stock at $.01 per share for a period of 5 years. The warrants and the beneficial conversion feature of this note had a fair value of $163,161 at the time of issuance which is accounted for as a discount to the debt and amortized over the life of the debt which is 12 months.

On August 9, 2011 the Company issued debt in the amount of $110,000 with detachable warrants. These warrants provide for the purchase of 2,574,000 shares of the Company’s stock at $.01 per share for a period of 5 years. The warrants had a fair value of $59,282 at the time of issuance which is accounted for as a discount to the debt and amortized over the life of the debt which is 10 months.

On August 19, 2011, the Company issued convertible debt in the amount of $43,000. The beneficial conversion feature of this note had a fair value of $19,350 at the time of issuance which is accounted for as a discount to the debt and amortized over the life of the debt which is 10 months

On August 19, 2011 the Company issued 20,000,000 shares as a conversion of related party debt in the amount of $200,000.

On September 7, 2011 the Company issued 652,174 shares as a conversion of debt in the amount of $12,000

On September 23, 2011 the Company issued 2,142,857 shares as a conversion of debt in the amount of $15,000

October 2011, the Company issued 8,896,394 common shares issued as conversion of debt

October 2011, the Company issued 500,000 common shares for services

In November 2011, the Company amended its Articles of Incorporation to create a class of Preferred Stock with an authorization of 2,000,000,000 shares, all of which were issued to our Chairman of the Board.

In November 2011, the Company increased its authorization of common shares to 2,000,000,000.