bulova_10q-033113.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2013


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 (State or other jurisdiction of incorporation or organization)		83-0245581 (IRS Employer 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: None

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

Common Stock, $.001 par value

(Title of Class)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

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 May 5, 2013 the Company had 3,700,263,290 shares of Common Stock and 4,000,000,000 shares of Preferred Stock issued and outstanding.

BULOVA TECHNOLOGIES GROUP, INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2013

TABLE OF CONTENTS


		Page
PART I – FINANCIAL INFORMATION


Item 1. Financial Statements			3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			21
Item 4. Controls and Procedures			23

PART II – OTHER INFORMATION

Item 6. Exhibits			23

	Signatures		24

PART I

Item 1. Consolidated Financial Statements

BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	March 31, 2013 (unaudited)		September 30, 2012

ASSETS

Cash and equivalents	$	3,656	$	29,034
Accounts receivable		-		112,005
Contract claim receivable		-		-
Inventory		-		1,023,980
Other current assets		26,936		48,334

Total current assets		30,592		1,213,353

Property, plant and equipment		26,920		2,474,928
Other assets		385,387		27,461

Total Assets	$	442,899	$	3,715,742

LIABILITIES AND SHAREHOLDERS’ EQUITY

Accounts payable	$	147,848	$	423,102
Accrued expenses		533,283		7,202,905
Advance payments and billings in excess of cost		-		666,490
Current portion of long term debt		1,958,133		8,386,675
Current liabilities associated with discontinued operations		-		2,011,937

Total current liabilities		2,639,264		18,691,109

Shareholder loans and accrued interest		175,720		185,195
Long term debt, net of current portion		207,661		1,144,074

Total liabilities		3,022,645		20,020,378

Commitments and contingencies		-		-

Shareholders’ deficit:
Preferred stock, $.00001 par, authorized 5,000,000,000 shares; 4,000,000,000 and 2,000,000,000 issued and outstanding at March 31, 2013 and September 30, 2012		40,000		20,000
Common stock, $.001 par; authorized 5,000,000,000 shares; 3,700,263,290 and 1,658,327,831 issued and outstanding at March 31, 2013 and September 30, 2012		3,700,263		1,658,328
Subscription receivable - warrants		(66,000)
Additional paid in capital in excess of par		19,206,304		20,223,672
Retained deficit		(25,460,313)		(38,206,636)

Total shareholders’ deficit		(2,579,746)		(16,304,636)

Total liabilities and shareholders’ equity	$	442,899	$	3,715,742

See accompanying notes to consolidated financial statements.

BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2013 AND 2012

(Unaudited)

	Three Months Ended March 31,						Six Months Ended March 31,
	2013			2012			2013			2012

Revenues		1,940,515			638,849		$	2,976,788		$	1,921,742
Cost of revenues		1,726,871			418,813			2,625,540			1,160,438

Gross profit		213,644			220,036			351,248			761,304

Selling and administrative expense		510,009			999,502			1,181,431			1,928,895
Stock based compensation		115,500			1,490,074			273,182			1,527,684
Depreciation and amortization expense		66,937			260,089			292,719			1,186,757
Interest expense		26,868			374,879			484,587			639,808

Total expenses		719,314			3,124,544			2,231,919			5,283,144

Income (loss) from operations		(505,670	)		(2,904,508	)		(1,880,671	)		(4,521,840	)

Other income (expense)
Other income		5,851,002			525,000			13,317,570			525,158

Income (loss) from continuing operations before income taxes		5,345,332			(2,379,508	)		11,436,899			(3,996,682	)

Income tax expense		-			-			-			-

Income (loss) from continuing operations		5,345,332			(2,379,508	)		11,436,899			(3,996,682	)
Income (loss) from discontinued operations, net of tax		-			(22,837	)		1,309,424			(45,674	)

Net Income (loss)		5,345,332			(2,402,345	)	$	12,746,323		$	(4,042,356	)

Basic net income (loss) per share
Income (loss) from continuing operations	$	.002		$	(.003	)	$	.003		$	(.006	)
Income (loss) from discontinued operations		-			-			-			-
Net income (loss) per share	$	.002		$	(.003	)	$	.003		$	(.006	)

Diluted net income (loss) per share
Income (loss) from continuing operations	$	.0006		$	(.003	)	$	.0019		$	(.006	)
Income (loss) from discontinued operations		-			-			-			-
Net income (loss) per share	$	.0006		$	(.003	)	$	.0019		$	(.006	)

Weighted average shares outstanding
Basic		3,568,095,432			836,878,560			3,204,429,984			651,214,167
Diluted		8,293,644,729			836,878,560			6,718,461,630			651,214,167

See accompanying notes to consolidated financial statements.

BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED MARCH 31, 2013 AND 2012

(Unaudited)

	2013			2012
Cash flows from operating activities:
Net Income (loss)	$	12,746,323		$	(4,042,356	)
(Income) Loss from discontinued operations		(1,309,424	)		45,674
Income (Loss) from continuing operations		11,436,899			(3,996,682	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		292,719			1,378,421
Stock based payment for services		273,182			1,527,684
Gain from change in accounting estimate		(6,071,700	)		-
(Gain) from settlement of debt		(356,765	)		-
Loss on sale of note receivable		156,710			-
(Gain) on sale of assets		(6,153,177	)		-
Changes in operating assets and liabilities
Accounts receivable		112,005			79,165
Inventory		55,404			(114,767	)
Prepaid expenses and other assets		21,398			90,543
Accounts payable and accrued expenses		(301,793	)		386,962
Advance payments and billings in excess of costs		-			(370,980	)

Net cash flows from operating activities – continuing operations		(535,118	)		(1,019,654	)
Net cash flows from operating activities – discontinued operations		(1,309,424	)		-
Net cash flows from operating activities		(1,844,542	)		(1,019,654	)

Cash flows from investing activities:
Proceeds from sale of assets		9,547,580			-
Proceeds from sale of note receivable		250,000			-
Principle collections on note receivable		3,831			-

Net cash flows from investing activities – continuing operations		9,801,411			-
Net cash flows from investing activities – discontinued operations		-			-
Net cash flows from investing activities		9,801,411			-

Cash flows from financing activities:
Proceeds from sale of preferred shares		20,000			-
Repayment of Shareholder loans		(270,800	)		(51,787	)
Increases in long term debt		1,250,870			1,080,000
Repayment of long term debt		(8,982,317	)		(84,797	)

Net cash flows from financing activities – continuing operations		(7,982,247	)		943,416
Net cash flows from financing activities – discontinued operations		-			-
Net cash flows from financing activities		(7,982,247	)		943,416

Increase (decrease) in cash and cash equivalents		(25,378	)		(76,238	)
Cash and cash equivalents, beginning		29,034			169,499

Cash and cash equivalents, ending	$	3,656		$	93,261

Cash paid for interest	$	2,222		$	48,205

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.

·	October 2012, the Company issued 150,807,692 common shares for services

·	October 2012, the Company issued 988,923,568 common shares as conversion of debt

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

·	November 2012, the Company issued 183,029,958 common shares as conversion of debt

·	December 2012, the Company issued 99,249,999 common shares for services

·	January 2013, the Company issued 247,424,242 common shares as conversion of debt

·	January 2013, the Company issued 30,000,000 common shares associated with new debt

·	January 2013, the Company issued 41,000,000 common shares for services

·	February 2013, the Company issued 150,000,000 common shares as conversion of debt

·	February 2013, the Company issued 4,260,102,343 warrants associated with new debt

·	February 2013, the Company issued 4,117,996,250 warrants in exchange for subscription notes receivable of $66,000

·	February 2013, the Company issued 1,073,000,000 warrants for services

See accompanying notes to consolidated financial statements.

BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY

SIX MONTHS ENDED MARCH 31, 2013

(Unaudited)


	Preferred Stock				Common Stock
	Number of Shares		Amount		Number of Shares		Amount		Subscription Receivable			Additional Paid in Capital			Accumulated (deficit)			Total
Balances, October 1, 2012		2,000,000,000	$	20,000		1,658,327,831	$	1,658,328				$	20,223,672		$	(38,206,636	)	$	(16,304,636	)

Issuance of shares in satisfaction of debt						1,171,953,526		1,171,954					(966,954	)					205,000

Issuance of convertible debt													16,875						16,875

Issuance of shares for services						401,557,691		401,557					(243,875	)					157,682

Issuance of Warrants										(66,000	)		66,000						-

Sale of Stock		2,000,000,000		20,000															20,000

Issuance of shares in satisfaction of debt						397,424,242		397,424					(365,924	)					31,500

Issuance of shares for new debt						30,000,000		30,000					(24,000	)					6,000

Issuance of shares for services						41,000,000		41,000					(32,800	)					8,200

Issuance of warrants associated with new debt													426,010						426,010

Issuance of warrants for services													107,300						107,300

Net income for the six months ended March 31, 2013																12,746,323			12,746,323

Balances, March 31, 2013		4,000,000,000	$	40,000		3,700,263,290	$	3,700,263	$	(66,000	)	$	19,206,304		$	(25,460,313	)	$	(2,579,746	)

See accompanying notes to consolidated financial statements.

BULOVA TECHNOLOGIES GROUP,INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MARCH 31, 2013 AND 2012

(Unaudited)

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 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.

2. Principles of consolidation and basis of presentation:

The accompanying consolidated balance sheet as of September 30, 2012, has been derived from audited financial statements.

The unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s latest Form 10-K.

On January 1, 2009, the Company acquired the stock of 3Si Holdings, Inc. (“3Si”), a privately held Florida corporation controlled by the then 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 board products. 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. It markets the Mortar Exchange program, which it helped develop, to facilitate the needs of NATO members and allied countries. It leases office space in Frankfurt, Germany to promote this program. The subsidiary also looks to take advantage of the offset opportunities around the world through a joint venture, focusing, initially, in the UAE and is administering non-standard ammo and non-standard weapons contracts through its blanket purchase agreements with the U.S. Government

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position as of March 31, 2013 and the results of operations and cash flows for the three and six months ended March 31, 2013 and 2012.

The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Subsequent Events

The Company has evaluated subsequent events through May 10, 2013, 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

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 and international defense contracting

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 fewer 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. 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 March 31, 2013 and September 30, 2012 is as follows:

	March 31, 2013		September 30, 2012
Finished goods	$	-	$	-
Work in process		-		-
Materials and supplies		-		1,023,980

Total inventory		-		1,023,980
Less inventory classified as discontinued operations		-		-

Total inventory of continuing operations	$	-	$	1,023,980

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 March 31, 2013 and September 30, 2012

	March 31, 2013			September 30, 2012
Land	$	-		$	1,225,000
Buildings and improvements		-			1,170,194
Machinery and equipment		-			752,554
Funiture, fixtures and leasehold improvements		45,735			45,735

		45,735			3,193,483
Less accumulated depreciation		(18,815	)		(718,555	)

Net Property, plant and equipment		26,920			2,474,928
Less property, plant and equipment from discontinued operations		-			-

Net property, plant and equipment of continuing operations	$	26,920		$	2,474,928

Impairment of Long-Lived Assets

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

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 three and six months ended March 31, 2013 and 2012.

Shipping Costs

The Company includes shipping costs in cost of goods sold.

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 FIN 48, Accounting for Uncertainty in Income Taxes, for reporting uncertain tax provisions.

Income (Loss) per Common Share

Basic net income (loss) per share includes the impact of common stock equivalents. Diluted net income (loss) per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of March 31, 2013, there were 9,671,098,593 common stock equivalents.

For the three and six month periods ended March 31, 2013, the dilutive effect of 9,451,098,593 warrants is included in the calculation and 220,000,000 warrants are excluded from the calculation as they are antidilutive.

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 March 31, 2013 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 identified the assets and liabilities of BT Manufacturing Company LLC as pertaining to discontinued operations at March 31, 2013 and September 30, 2012 and 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.

In October of 2012, the Company negotiated a settlement with PNL Newco II LLC for complete satisfaction of this debt for $625,000. The transaction resulted in a gain of $1,309,424.

Summarized operating resultes for discontinued operations is as follows:

	Six Months Ended March 31,
	2013		2012

Revenue	$	-	$	-
Cost of Sales		-		-
Gross profit		-		-
Operating expenses		-		(45,674	)
Other		1,309,424		-
Gain (Loss) to be recognized from discontinued operations		1,309,424		(45,674	)
Income tax benefit		-		-
Gain (loss) to be recognized from discontinued operations, net of tax	$	1,309,424	$	(45,674	)

The gain (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:

	March 31,		September 30,
	2013		2012
Accounts receivable	$	-	$	-
Inventory		-		-
Other current assets		-		-
Total current assets held for sale		-		-
Property plant and equipment - net		-		-
Other assets		-		-
Total assets from discontinued operations	$	-	$	-


Accounts payable and accrued expenses	$	-	$	351,054
Current portion of long-term debt		-		1,660,883
Provision for loss on disposal of business segment		-		-
Total current liabilities associated with discontinued operations		-		2,011,937
Long term debt, net of current portion		-		-
Total liabilities associated with discontinued operations	$	-	$	2,011,937

5. 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 had certain contracts with the U.S. Government that were 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 March 31, 2013 and September 30, 2012 are $0 and $666,490 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 March 31, 2013 and September 30, 2012.

6. Long Term Debt

Long term debt consisted of the following at:

	March 31, 2013		September 30, 2012

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.	$	-	$	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.		-		480,666

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.		-		776,116

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.		-		54,880

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 is due December 22, 2011.		-		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.		-		3,158,000

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.		-		220,000

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.		-		133,000

	March 31, 2013		September 30, 2012
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.		-		105,000

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.		-		128,000

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.		-		250,000

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.		-		110,000

Convertible Note payable to Asher Enterprises, Inc. dated May 15, 2012 in the original amount of $22,500 net of discount of $0, 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 $23,500 net of discount of $1,003, bearing interest at 8% with a maturity date of April 19, 2013.		22,497		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 $4,700,000 as of December 31, 2012. Final payment due upon delivery		700,000		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		-		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 $850,000 as of December 31, 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		-		200,000

	March 31, 2013			September 30, 2012

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 $2,400,000 as of December 31, 2012. Final payment due November 30, 2012.		295,520			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		-			245,000

Convertible Note payable to Asher Enterprises, Inc. dated November 7, 2012 in the original amount of $37,500 net of discount of $8,038, bearing interest at 8% with a maturity date of August 9, 2013.		29,462			-

Note payable to GovFunding, LLC dated October 24, 2012 in the amount of $553,763, bearing interest at 8%, payable quarterly principal of $69,220.38 plus accrued interest, with a maturity of October 24, 2014.		553,763			-

Note payable to an individual dated December 21, 2012 in the amount of $60,000, bearing interest at 8%, with a maturity date of February 1, 2013		60,000			-

Note payable to NFC III LLC dated February 25, 2013 in the amount of $400,000 bearing interest at 10%, with a maturity date of November 25, 2013		400,000

Note payable to an individual dated January 25, 2013 in the amount of $50,000 bearing interest at 7%, with a maturity of June 30, 2013		50,000

Note payable to GovFunding LLC dated January 1, 2013 in the amount of $30,000, bearing interest at 8%, with a maturity date of December 31, 2013.		30,000

Note payable to GovFunding LLC dated January 1, 2013 in the amount of $24,552 bearing interest at 8%, with a maturity of December 31, 2013		24,552

		2,165,794			11,191,632

Less current portion pertaining to continuing operations		(1,958,133	)		(8,386,675	)

Less current portion associated with discontinued operations		-			(1,660,883	)
	$	207,661		$	1,144,074

Principal maturities of long term debt for the next five years and thereafter as of March 31, 2013 are as follows:

Period ended March 31,

2013	$	1,958,133

2014		207,661

2015		-

2016		-

2017		-

Thereafter		-

	$	2,165,794

7. Income Taxes

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

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 tax free reorganization under the provisions of Section 368A of the Internal Revenue Code. 3SI Holdings had various net operating loss carryovers. 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.

The Company has previously recognized an income tax benefit for its operating losses generated since inception through September 30 2012 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 income tax rate computed using the federal statutory rates is reconciled to the reported effective income tax rate as follows:

Continuing Operations	3/31/2013			9/30/2012

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	$	-		$	-

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, no accrual of interest and penalties is required in the current period.

8. Commitments and Contingencies

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

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 March 31, 2013 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 six months ended March 31, 2013 was approximately $140,000.

9. 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 Agreement with Stephen L Gurba that concluded on December 31, 2012.

The Company has 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 them to a maximum of $5,000,000. All shareholder interest is accruing interest. As of March 31, 2013, the only remaining debt associated with these notes is a balance due to Stephen L. Gurba and Evelyn R. Gurba in the amount of $175,720.

10. Stockholders’ Equity

Common Shares

In October 2011, the Company issued 8,896,394 shares issued as conversion of debt in the amount of $48,000

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

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

In November 2011, the Company issued 5,352,941 shares as conversion of debt in the amount of $27,000

In December 2011, the Company issued 12,831,591 shares as conversion of debt in the amount of $50,000

In December 2011, the Company issued 90,000,000 shares and authorized an additional 60,000,000 shares issued as conversion of related party debt in the amount of $682,500

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.

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

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

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

In February 2012, the Company issued 2,400,000 common shares as conversion of debt in the amount of $12,000.

In February 2012 the Company issued ten year warrants to purchase 100,000,000 shares of its common stock with an exercise price of $.05 per share.

In March 2012, the Company issued 3,142,857 common shares as conversion of debt in the amount of $11,000.

In April 2012, the Company issued 3,461,538 common shares as conversion of debt in the amount of $9,000.

In April 2012 – the Company filed and S-8 registration for 80,000,000 common shares to be issued as the Company determines pursuant to the terms of its 2012 Equity Incentive Plan

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

In May 2012, the Company issued ten year warrants to purchase 170,000,000 shares of its common stock with an exercise price of $.01 per share.

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

In May 2012, the Company issued 6,360,000 common shares as conversion of debt in the amount of $11,000.

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

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

In June 2012, the Company issued 14,084,507 common shares as conversion of debt in the amount of $10,000.

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

In June 2012, the Company issued 21,830,956 common shares as conversion of related party 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 payment for interest 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

On September 26, 2012 the Company amended its Articles of Incorporation to increase its authorization to issue its common shares to 5,000,000,000 at a par value of $.001, and to increase its authorization to issue its preferred shares to 5,000,000,000 at a par value of $.00001.

October 2012, the Company issued 150,807,692 common shares for services

October 2012, the Company issued 988,923,568 common shares as conversion of debt

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

November 2012, the Company issued 183,029,958 common shares as conversion of debt

December 2012, the Company issued 99,249,999 common shares for services

January 2013 – the Company issued 247,424,242 shares of its common stock as conversion of debt

January 2013 – the Company issued 30,000,000 shares of its common stock in association with new debt

January 2013 – the Company issued 41,000,000 common shares for services

February 2013 – the Company issued 150,000,000 common shares of its common stock as conversion of debt

Preferred Shares

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

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

On February 25, 2013, the Company sold 2,000,000,000 preferred shares at par

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

Warrants

In February 2013, the Company issued 9,451,098,593 warrants associated with new debt, the receipt of services, and the receipt of a warrant subscription receivable. These warrants have an excercise price of $.0001 and an expiration date of February 2023.

The Company also has 100,000,000 warrants outstanding with an exercise price of $.05 and an expiration date of February 2022, and 120,000,000 warrants with an excercise price of $.01 and an expiration date of May 2022, bringing the total issued and outstanding warrants to 9,671,098,593 as of March 31, 2013.

11. Change in Accounting Estimate

The Company had previously included an amount of $6,071,700 in accrued expenses that was a result of percentage of completion accounting on a single contract that was terminated by the US Government before completion. The Company is disputing the termination, and has maintained this balance in anticipation of a resolution. In October 2012, The Company sold substantially all of the assets of Bulova Technologies Ordnance Systems LLC, the subsidiary that was a party to that specific contract, and has determined that the contract will never be completed. Therefore, the Company is recognizing in other income the full amount previously deferred. This change is a change in the way the revenue on this contract was estimated to be realized.

12. Subsequent Event

None

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

Certain portions of this report, and particularly the Management’s Discussion and Analysis of Financial Condition and Results of Operations, and the Notes to Consolidated Financial Statements, contain forward-looking statements which represent the Company’s expectations or beliefs concerning future events. The Company cautions that these statements are further qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements.

1 .		Overview:

		Since 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 was 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. Application of critical accounting policies:

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

2 .		Results of operations:

		For the three months ended March 31, 2013 compared to the three months ended March 31, 2012. Discontinued Operations There is no activity to report from discontinued operations for the three months ended March 31, 2013. The only activity for the three months ended March 31, 2012 was the accrual of interest expense on this debt in the amount of $22,873. Continuing Operations With the sale of substantially all of the assets of Bulova Technologies Ordnance Systems LLC, the contracts that were being performed at the Mayo, Florida location are in the process of being novated to the buyer of the facilities. This process conveys the rights to the contracts conveyed, and also releases our Company from the obligation to perform. Until this process is completed, the contracts remain in the name of Bulova Technologies Ordnance Systems LLC, and our Company is still legally responsible for their fulfillment. As a consequence, the Company is subcontracting the performance to the buyer of the facilities, and passing all monies on those specific contracts straight through. The effect on our financial statements will be to show revenue with very little gross profit as pertaining only to those contracts that are in the process of novation. The Company’s revenue for continuing operations for the three months ended March 31, 2013 of $1,940,515 is an increase of $1,301,666 when compared to the Company’s revenue for the three months ended March 31, 2012 of $638,849. The Company’s cost of sales for continuing operations for the three months ended March 31, 2013 of $1,726,871 is an increase of $1,308,058 when compared to the Company’s cost of sales for the three months ended March 31, 2012 of $418,813. The Company’s gross profit for continuing operations for the three months ended March 31, 2013 of $213,644 is a decrease of $6,392 when compared to the Company’s gross profit for the three months ended March 31, 2012 of $220,036.

The Company’s operating expenses for continuing operations consisting of selling, general and administrative, depreciation, amortization, and interest for the three months ended March 31, 2013 of $603,814 is a decrease of $1,030,656 when compared to the same expenses of $1,634,470 for the three months ended March 31, 2012. This is due primarily to the elimination of costs associated with the operations that have been sold.

The Company’s stock based compensation for continuing operations for the three months ended March 31, 2013 was $115,500, and represents a decrease of $1,347,574 as compared to the stock based compensation of $1,490,074 for the three months ended March 31, 2012.

The Company’s other income for the three months ended March 31, 2013 of $5,851,002 represents an increase of $5,326,002 as compared to $525,000 for the three months ended March 31, 2012. This increase is comprised primarily of a change in accounting estimate relative to a provision the company recorded in the amount of $6,071,700. This amount was derived through a percentage of completion accounting on a contract that was terminated. The Company is pursuing a course to have the termination for default changed to a termination for convenience. Since the contracting entity in this matter is the subsidiary which sold substantially all of its assets, the Company has determined to revise its estimate and recognize as income the full amount that had previously been reserved.

The Company’s net income from continuing operations for the three months ended March 31, 2013 of $5,345,332 is an increase of $7,724,840 when compared to the Company’s net loss for continuing operations for the three months ended March 31, 2012 of $2,379,508.

For the six months ended March 31, 2013 compared to the six months ended March 31, 2012.

Discontinued Operations

The only activity to reflect as results from our discontinued operations for the six months ended March 31, 2013 is the final settlement of the note balance that carried over after the disposition of all of the assets of BT Manufacturing Company LLC. The Company negotiated a substantial discount of approximately $1.3 million in settling almost $2 million of guaranteed debt and accrued interest. The only activity for the six months ended March 31, 2012 was the accrual of interest expense on this debt in the amount of $45,674.

Continuing Operations

With the sale of substantially all of the assets of Bulova Technologies Ordnance Systems LLC, the contracts that were being performed at the Mayo, Florida location are in the process of being novated to the buyer of the facilities. This process conveys the rights to the contracts conveyed, and also releases our Company from the obligation to perform. Until this process is completed, the contracts remain in the name of Bulova Technologies Ordnance Systems LLC, and our Company is still legally responsible for their fulfillment. As a consequence, the Company is subcontracting the performance to the buyer of the facilities, and passing all monies on those specific contracts straight through. The effect on our financial statements will be to show revenue with very little gross profit as pertaining only to those contracts that are in the process of novation.

The Company’s revenue for continuing operations for the six months ended March 31, 2013 of $2,976,788 is an increase of $1,055,046 when compared to the Company’s revenue for the six months ended March 31, 2012 of $1,921,742.

The Company’s cost of sales for continuing operations for the six months ended March 31, 2013 of $2,625,540 is an increase of $1,465,102 when compared to the Company’s cost of sales for the six months ended March 31, 2012 of $1,160,438.

The Company’s gross profit for continuing operations for the six months ended March 31, 2013 of $351,248 is a decrease of $410,056 when compared to the Company’s gross profit for the six months ended March 31, 2012 of $761,304.

The Company’s operating expenses for continuing operations consisting of selling, general and administrative, depreciation, amortization, and interest for the six months ended March 31, 2013 of $1,958,737 is a decrease of $1,796,723 when compared to the same expenses of $3,755,460 for the six months ended March 31, 2012. This is due primarily to the elimination of costs associated with the operations that have been sold.

The Company’s stock based compensation for continuing operations for the six months ended March 31, 2013 was $273,182, and represents a decrease of $1,254,502 as compared to the stock based compensation of $1,527,684 for the six months ended March 31, 2012.

The Company’s other income for the six months ended March 31, 2013 of $13,317,570 represents an increase of $12,792,412 as compared to $525,158 for the six months ended March 31, 2012. This increase is comprised of two major events. The first is the net gain on the sale of substantially all of the assets of Bulova Technologies Ordnance Systems LLC in the amount of $7,257,719 which occurred on October 24, 2012. With the sale on October 24, 2012, the Company has determined effective January 1, 2013 to recognize $6,071,700 as a change in accounting estimate. This amount was derived through a percentage of completion accounting on a contract prior to it being terminated by the US Government. The Company has disputed this termination, and is pursuing a course to have the termination for default changed to a termination for convenience. Since the contracting entity in this matter is the subsidiary which sold substantially all of its assets, the Company has determined that the opportunity to perform under this contract is past, and is therefore changing the estimate of revenue to be recognized to take into income the full amount that had previously been reserved.

The Company’s net income from continuing operations for the six months ended March 31, 2013 of $11,436,899 is an increase of $15,433,581 when compared to the Company’s net loss for continuing operations for the six months ended March 31, 2012 of $3,996,682.

3.		Liquidity and capital resources:

		As of March 31, 2013, the Company’s sources of liquidity consisted of the proceeds from the sale of substantially all of the assets of Bulova Technologies Ordnance Systems LLC, as well as new debt and the current active contracts with the U.S. Army.

		As of March 31, 2013, we had $3,656 in cash and cash equivalents. Cash flows used in operating activities was $1,844,542 for the six months ended March 31, 2013. Cash flows from investing activities were $9,801,411, and consisted primarily of the proceeds from the sale of assets for the six months ended March 31, 2013, Cash flows used in financing activities were $7,982,247 for the six months ended March 31, 2013, and consisted primarily of the repayment of long term debt afforded by the sale of assets. The Company’s ability to cover its operating and capital expenses, and make required debt service payments will depend primarily on its ability to generate operating cash flows. The Company‘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 to service our debt, we may be required to reduce costs and expenses, sell assets, reduce capital expenditures, refinance all or a portion of our existing debt as well as our operating needs, or obtain additional financing and we may not be able to do so on a timely basis, on satisfactory terms, or at all. Our ability to make scheduled principal payments or to pay interest on or to refinance our indebtedness depends on our future performance and financial results, which, to a certain extent, are subject to general 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 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 have to raise additional capital to operate. There can be no assurance that such capital will be available when needed, or that it will be available on satisfactory terms. There are no off-balance sheet arrangements.

		Item 4. Controls and Procedures

		Evaluation of Disclosure Controls and Procedures As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. This evaluation was carried out under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and the Company’s principal officer. Based upon that evaluation, the principal executive officer and the principal financial officer concluded that the Company’s disclosure controls and procedures were effective at March 31, 2013 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. The Company’s disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control over Financial Reporting There have been no changes in the Company's internal control over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.

PART II – OTHER INFORMATION

Item 6. Exhibits

(b)

Exhibits:

	31.1		Rule 13a-14(a) Certification of Principal Executive Officer

	31.2		Rule 13a-14(a) Certification of Principal Financial Officer

	32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*	XBRL Instance

101.SCH*	XBRL Taxonomy Extension Schema

101.CAL*	XBRL Taxonomy Extension Calculation

101.DEF*	XBRL Taxonomy Extension Definition

101.LAB*	XBRL Taxonomy Extension Labels

101.PRE*	XBRL Taxonomy Extension Presentation

*	XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURE

In accordance with the requirements of the Exchange Act, the Issuer caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		BULOVA TECHNOLOGIES GROUP, INC.

		By		/s/ Stephen L Gurba
				Stephen L Gurba
				Principal Executive Officer

		By		/s/ William McMillen

				William McMillen
				Principal Financial and Accounting Officer

DATED: May 15, 2013