Table Of Contents

 

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 December 31, 2014

 

OR

 

 

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.)

 

12645 49th Street North
Clearwater, Florida 33762

(Address of principal executive offices) (Zip Code)

 

(727) 536-6666
(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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

 

Common Stock, $.001 par value

(Title of Class)

 

 

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

 

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

 

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

Large accelerated filer  

Accelerated filer    

Non-accelerated filer  
(Do not check if a smaller reporting company)

Smaller reporting company  

 

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

 

As of February 13, 2015 the Company had 62,093,518 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 DECEMBER 31, 2014

 

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

 

18

Item 4. Controls and Procedures

 

19

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

Item 6. Exhibits

 

20

 

 

 

 

 

Signatures

 

21

 

 

PART I

 

Item 1. Consolidated Financial Statements

 

BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

 

   

December 31,

         
   

2014

   

September 30,

 
   

(unaudited)

   

2014

 

ASSETS

               
                 

Cash and equivalents

  $ 24,586     $ 9,522  

Accounts receivable, net

    97,406       353,951  

Inventory

    362,515       363,250  

Other current assets

    66,969       119,838  

Current assets from discontinued operations

    3,352       4,085  
                 

Total current assets

    554,828       850,916  
                 

Fixed assets, net

    82,216       65,302  

Other assets

    2,000       2,000  

Non-current assets from discontinued operations

    -       -  
                 

Total Assets

  $ 639,044     $ 918,218  
                 

LIABILITIES AND SHAREHOLDERS’ EQUITY

               
                 

Accounts payable

  $ 1,189,069     $ 1,119,870  

Accrued expenses and other current liabilities

    444,882       364,298  

Current portion of long term debt

    309,959       398,184  

Current liabilities from discontinued operations

    1,228,465       1,812,632  
                 

Total current liabilities

    3,172,375       3,694,984  
                 

Shareholder loans

    17,627       21,830  

Long term debt, net of current portion

    4,660,968       4,238,215  

Long term liabilities from discontinued operations

    6,855,671       6,071,700  
                 

Total liabilities

    14,706,641       14,026,729  
                 

Commitments and contingencies

    -       -  
                 

Shareholders’ deficit:

               

Preferred stock, $.00001 par, authorized 5,000,000,000 shares; 4,000,000,000 issued and outstanding at December 31, 2014 and September 30, 2014

    40,000       40,000  

Common stock, $.001 par; authorized 500,000,000 shares; 62,093,518 and 59,280,068 issued and outstanding at December 31, 2014 and September 30, 2014

    62,093       59,280  

Subscription receivable

    (66,000 )     (66,000 )

Additional paid in capital in excess of par

    23,730,117       23,681,161  

Retained deficit

    (37,833,807 )     (36,822,952 )
                 

Total shareholders’ deficit

    (14,067,597 )     (13,108,511 )
                 

Total liabilities and shareholders’ equity

  $ 639,044     $ 918,218  

 

See accompanying notes to consolidated financial statements.

 

 

BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 2014 AND 2013
(Unaudited)

 

   

Three Months Ended

 
   

December 31,

 
   

2014

   

2013

 
                 

Revenues

  $ 474,906     $ 1,564,576  

Cost of revenues

    402,432       1,224,379  
                 

Gross profit

    72,474       340,197  
                 

Selling and administrative expense

    836,826       751,652  

Stock based compensation

    -       22,500  

Depreciation and amortization expense

    4,289       97,660  

Interest expense

    105,120       52,699  
                 

Total expenses

    946,235       924,511  
                 

Income (loss) from operations

    (873,761 )     (584,314 )
                 

Other income (expense)

               

Other income

    -       -  
                 

Income (loss) from continuing operations before income taxes

    (873,761 )     (584,314 )
                 

Income tax expense

    -       -  
                 

Income (loss) from continuing operations

    (873,761 )     (584,314 )

Income (loss) from discontinued operations, net of tax

    (137,094 )     (2,963 )
                 

Net Income (loss)

  $ (1,010,855 )   $ (587,277 )
                 

Basic and diluted net income (loss) per share

               

Income (loss) from continuing operations

  $ (.02 )   $ (.03 )

Income (loss) from discontinued operations

    -       -  

Net income (loss) per share

  $ (.02 )   $ (.03 )
                 

 

               

Weighted average shares outstanding, basic and diluted

    60,248,273       21,827,403  

 

See accompanying notes to consolidated financial statements.

 

 

BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED DECEMBER 31, 2014 AND 2013
(Unaudited)

 

   

2014

   

2013

 

Cash flows from operating activities:

               

Net Income (loss)

  $ (873,761 )   $ (584,314 )

(Income) Loss from discontinued operations

    (137,094 )     (2,963 )

Income (Loss) from continuing operations

    (1,010,855 )     (587,277 )

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation and amortization

    4,289       100,623  

Stock based payment for services

    -       22,500  

Stock issued relative to debt restructure

    25,500       -  

Changes in operating assets and liabilities

               
                 

Accounts receivable

    256,545       122,884  

Inventory

    1,005       (624,074 )

Prepaid expenses and other assets

    52,869       4,454  

Accounts payable and accrued expenses

    149,783       202,719  
                 

Net cash flows from operating activities – continuing operations

    (520,864 )     (758,171 )

Net cash flows from operating activities – discontinued operations

    98,307       (754,221 )

Net cash flows from operating activities

    (422,557 )     (1,512,392 )
                 

Cash flows from investing activities:

               

Acquisition of fixed assets

    (34,235 )     -  

Disposal of fixed assets

    13,032       -  
                 

Net cash flows from investing activities – continuing operations

    (21,203 )     -  

Net cash flows from investing activities – discontinued operations

    -       -  

Net cash flows from investing activities

    (21,203 )     -  
                 

Cash flows from financing activities:

               

Increase (decrease) of Shareholder loans

    (4,203 )     (138,817 )

Increases in long term debt

    442,035       1,646,688  

Repayment of long term debt

    (26,686 )     -  
                 

Net cash flows from financing activities – continuing operations

    411,146       1,507,871  

Net cash flows from financing activities – discontinued operations

    47,678       (11,177 )

Net cash flows from financing activities

    458,824       1,496,694  
                 

Increase (decrease) in cash and cash equivalents

    15,064       (15,698 )

Cash and cash equivalents, beginning

   

9,522

      84,191  
                 

Cash and cash equivalents, ending

  $ 24,586     $ 68,493  
                 

Cash paid for interest

  $ 38,250     $ 1,326  
                 

Cash paid for taxes

  $ -     $ -  

 

Supplemental schedule of non-cash financing and investing activities:

 

November 2014, the Company issued 1,500,000 common in association to the extension of debt

 

December 2014, the Company issued 1,313,450 common shares in satisfaction of debt

 

See accompanying notes to consolidated financial statements.

 

 

BULOVA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
FOR THE THREE MONTHS ENDED DECEMBER 31, 2014
(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, 2014

    4,000,000,000     $ 40,000       59,280,068     $ 59,280     $ (66,000 )   $ 23,681,161     $ (36,822,952 )   $ (13,108,511 )
                                                                 

Issuance of shares associated with debt

                    1,500,000       1,500               24,000               25,500  
                                                                 

Issuance of shares in satisfaction of debt

                    1,313,450       1,313               24,956               26,269  
                                                                 

Net loss for the three months ended December 31, 2014

                                                    (1,010,855 )     (1,010,855 )
                                                                 

Balances, December 31, 2014

    4,000,000,000     $ 40,000       62,093,518     $ 62,093     $ (66,000 )   $ 23,730,117     $ (37,833,807 )   $ (14,067,597 )

 

See accompanying notes to consolidated financial statements.

 

 

BULOVA TECHNOLOGIES GROUP,INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED DECEMBER 31, 2014 AND 2013
(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 3Si Holdings, Inc. (“3Si”) a private company that was under common control and began operations in Florida.  

 

At December 31, 2014 the Company continues to operate 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. 

 

Commencing in July of 2013, Bulova Technologies Machinery LLC, the Company’s newest subsidiary, leased approximately 6,000 square feet of office, showroom and warehouse space in Sanford, Florida, and approximately 10,000 square feet of office, showroom and warehouse space in Branchburg, New Jersey. As of December 31, 2014, BTM has relocated all of its operations to a new facility which includes 29,000 square feet of office, showroom and warehouse space in Clearwater, Florida to facilitate commercial sales of its industrial machine tool business. 

 

At September 30, 2012, our former government manufacturing business was located on 261 acres owned by Ordnance in Mayo, Florida, where Ordnance 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 when Ordnance sold substantially all of its assets and discontinued operations. 

 

The Company has three major areas of focus which it conducts through its subsidiaries. Historically, the Company was dependent upon the Department of Defense as a customer, supplying the DoD with weaponry, ammunition and systems integration. For the reasons herein after described, the Company is engaged in a transition from DoD military product contracting. More recently, the Company has evolved to become a seller of high precision industrial machine tools, primarily through its distribution network. Most recently, the Company has begun the incubation and marketing of innovative technology products for which it believes it can lend value because of its highly recognizable name brand and extensive marketing experience.

 

2.                     Principles of consolidation and basis of presentation:

 

The accompanying consolidated balance sheet as of September 30, 2014, 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 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). In July of 2013, the Company formed its newest subsidiary, Bulova Technologies Machinery LLC. 

 

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

 

 

 Bulova Technologies (Europe) LLC – co-located at the Company’s headquarters in Tampa, Florida, this wholly-owned subsidiary (“Europe”), employing three people, was engaged in several lines of related business, including the Mortar Exchange Program, the offsets program, the administration of the BPA awarded to Ordnance, and the brokerage of commercial, small caliber ammunition. Pursuit of the Mortar Exchange Program, an offering made by a joint venture together with the TriGas Oil and Trade S.A. (a Swiss company) to NATO countries whereby the joint venture would sell new mortar rounds to such countries accepting, in partial payment, outdated mortar rounds for refurbishment, was halted during the course of the year so that Europe could concentrate on its commercial ammunition business. Similarly, pursuit of the offsets program, whereby the same joint venture partners offered to facilitate commercial entities in the U.S. with offsets (counter-purchases from friendly countries demanded by such countries in exchange for their purchases of U.S. made goods) was halted in 2013 for the same reason. Europe continues to administer the Ordnance BPA and broker the sale of Eastern European commercial small caliber ammunition to large U.S. customers on a wholesale basis and to small retail customers in the U.S. 

 

Bulova Technologies Advanced Products LLC 

 

Newly created, and co-located at the Company’s headquarters in Clearwater, Florida, this subsidiary (“BTAP”) actively seeks technologically innovative products in industries in which the Bulova Technologies name and management team can bring value. Currently, BTAP is in the process of identifying several products in the healthcare and software areas which it may elect to pursue. 

 

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. Final settlement of a note payable that had carried over from the disposition was negotiated and settled at a discount in October 2012. 

 

Bulova Technologies Ordnance Systems LLC. - Prior to discontinuance, its operations were located on 261 acres in Mayo, Florida Ordnance was a load, assembly, and pack facility specializing in fuzes, safe and arming devices and explosive simulators. Bulova Technologies Ordnance Systems LLC is registered with the United States Department of State Directorate of Defense Trade Controls (DDTC). It produced a variety of pyrotechnic devices, ammunition and other energetic materials for the U. S. Government and other allied governments throughout the world. In October 2012, Ordnance sold substantially all of its assets to an unrelated party. The sale included both the right to perform Ordnance’s then-current contracts with the Department of Defense. As a result, the only remaining work with the DoD performed by Ordnance was the nominal performance of the contracts which were transferred (until a novation of the transferred contracts takes place) and a remaining blanket purchase agreement (BPA) with the DoD whereby the DoD may order non-standard (e.g. Eastern European) weapons for shipment to friendly forces abroad. The BPA, which is now administered by representatives of Bulova Technologies (Europe) LLC, remains in place but Ordnance has received no orders thereunder since 2011, nor has it sought any new contracts from the DoD since 2012. Ordnance is engaged currently in litigation with the DoD concerning the propriety of a termination of a similar BPA which took place in July, 2010. (See Item 3 Legal Proceedings)

 

 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 December 31, 2014 and September 30, 2014, and the results of operations and cash flows for the three months ended December 31, 2014 and 2013.

 

Subsequent Events

 

The Company has evaluated subsequent events through February 13, 2015 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 formation of Bulova Technologies Machinery LLC, the Company now operates in two business segments, government contracting and ammunition and commercial machine tool sales.  As the only income from government contracting for the three months ended December 31, 2014 and 2013 was included in discontinued operations, the Company has determined not to present financial information by segment.

 

Use of Estimates

 

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

 

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. 

 

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 items held for resale and materials and supplies for sale and service.

 

The breakdown of inventory at December 31, 2014 and September 30, 2014 is as follows:

 

   

December 31,

   

September 30,

 
   

2014

   

2014

 

Finished goods

  $ 351,460     $ 351,460  

Materials and supplies

    11,055       12,060  
                 

Total inventory of continuing operations

  $ 362,515     $ 363,520  

 

Fixed Assets 

 

Fixed assets 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 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.

 

 

Fixed assets are comprised of the following at December 31, 2014 and September 30, 2014

 

   

December 31,

   

September 30,

 
   

2014

   

2014

 
                 

Funiture, fixtures and equipment

    124,286       103,082  
                 
      124,286       103,082  

Less accumulated depreciation

    (42,070 )     (37,780 )
                 

Net property, plant and equipment

  $ 82,216     $ 65,302  

 

Depreciation expense for the three months ended December 31, 2014 and 2013 was $4,289 and $5,953 respectively.

 

Loan Costs 

 

The Company account for costs incurred relative to the acquisition of new debt in other assets, and amortizes these costs over the life of the debt. The unamortized balance of loan costs at December 31, 2014 and September 30, 2014 were $0 and $0, respectively.

 

Amortization of loan costs for the three months ended December 31, 2014 and 2013 was $0 and $94,670 respectively.

 

Impairment of Long-Lived Assets

 

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

 

Discontinued Operations

 

In accordance with ASC 205-20, Presentation of Financial Statements-Discontinued Operations (“ASC 205-20”), we reported the results of Bulova Technologies Ordnance Systems LLC our government contracting seegment as a discontinued operation. The application of ASC 205-20 is discussed in Note 4 “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. A significant portion of the Company’s revenue have been 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 incurred advertising expenses for the three months ended December 31, 2014 and 2013 of $5,035 and $0 respectively. 

 

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 ASC48, Accounting for Uncertainty in Income Taxes, for reporting uncertain tax provisions.

 

Income (Loss) per Common Share 

 

Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of December 31, 2014 there were 108,842,933 common stock equivalents that were antidilutive 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 December 31, 2014 through the date these financial statements were issued. 

 

Going concern matters 

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has sustained substantial losses, and has minimal assets. These factors, among others, indicate that the Company may not be able to continue as a going concern for a reasonable period of time.The Company’s existence is dependent upon management’s ability to develop profitable operations and resolve its liquidity problems. The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern

 

3.    Discontinued Operations 

 

In October of 2012, Bulova Technologies Ordnance Systems LLC sold substantially all of its assets to an unrelated party, and discontinued operations. As a result of the decision to sell these assets, the Company has identified the assets and liabilities of Ordnance as pertaining to discontinued operations at December 31, 2014 and , 2013 and has segregated its operating results and presented them separately as a discontinued operation for all periods presented.

 

 

Summarized operating results for discontinued operations is as follows:

 

   

Three months ended

 
   

December 31,

 
   

2014

   

2013

 
                 

Revenue

  $ -     $ 725,520  

Cost of Sales

    -       (717,985 )

Gross profit

    -       7,535  

Operating expenses and interest

    (137,094 )     (15,497 )

Other income

    -       5,000  

Income (loss) from operations

    (137,094 )     (2,962 )

Loss on disposal of discontinued operations

    -       -  

Income tax benefit

    -       -  

Income (loss) from discontinued operations, net of tax

  $ (137,094 )   $ (2,962 )

 

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:

 

   

As of December 31,

 
   

2014

   

2013

 
                 

Cash

  $ 3,352     $ 3,626  

Accounts receivable

    -       99,095  

Inventory

    -       -  

Other current assets

    -       -  

Total current assets from discontinued operations

    3,352       102,721  

Property plant and equipment - net

    -       55,310  

Other assets

    -       -  

Total assets from discontinued operations

  $ 3,352     $ 158,031  
                 
                 

Accounts payable and accrued expenses

  $ 466,238     $ 178,496  

Current portion of long-term debt

    762,227       1,264,615  

Provision for loss on disposal of business segment

    -       -  

Total current liabilities from discontinued operations

    1,228,465       1,443,111  

Deferred revenue - contract dispute

    6,071,700       6,071,700  

Long term debt, net of current portion

    783,971       40,695  

Total liabilities from discontinued operations

  $ 8,084,136     $ 7,555,506  

 

4.    Contract Dispute - Discontinued Operations 

 

At December 31, 2014 and 2013, the Company has included in liabilities of discontinued operations, the amount of $6,071,700 relative to a contract performance dispute of its wholly owned subsidiary, Bulova Technologies Ordnance Systems LLC with the US Government. This amount represents deferred revenue arising from the percentage of completion accounting applied to a contract that was terminated prior to its completion. The Company has asserted various claims in this dispute and consequently is carrying this amount as long term pending resolution of the counter claims. There can be no assurance with respect to the outcome of this dispute. 

 

 

5.    Long Term Debt 

 

Long term debt consisted of the following at:  

 

   

December 31, 2014

   

September 30, 2014

 

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 June 30, 2014. Final payment due upon delivery

    700,000       700,000  
                 

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  
                 

Various promissory notes payable to NFC III LLC bearing interest at 8%. These notes mature and all principal and interest is due and payable on February 1, 2016

    1,356,819       1,356,819  
                 

Various promissory notes payable to SIII Associates Limited Partnership bearing interest at 8%. These notes mature and all principal and interest is due and payable on February 1, 2016

    1,341,755       1,341,755  
                 

Promissory note payable to SIII Associates Limited Partnership bearing interest at 6%. This note matures and all principal and interest is due and payable on February 1, 2016

    100,000       100,000  
                 

Various promissory notes payable to SV Associates Limited Partnership bearing interest at 8%. These notes mature and all principal and interest is due and payable on February 1, 2016

    116,000       41,000  
                 

Various promissory notes payable to Craigmore Machinery Company bearing interest at 8%. These notes mature and all principal and interest is due and payable on February 1, 2016

    403,712       360,212  
                 

Various promissory notes payable to Gary Shapiro bearing interest at 8%. These notes mature and all principal and interest is due and payable on February 1, 2016

    205,000       125,000  
                 

Promissory notes payable to Tropico Equity Partners LLC dated February 3, 2014, bearing interest at 8%. This note matures and all principal and interest is due and payable on February 1, 2016

    68,161       68,161  
                 

Promissory note payable to Tropico Management LP dated October 31, 2014, bearing interest at 8%. This note matures and all principal and interest is due and payable on February 1, 2016

    10,606       -  
                 

Various promissory notes payable to SF NextGen bearing interest at 8%. These notes mature and all principal and interest is due and payable on February 1, 2016

    180,000       -  
                 

Various promissory notes payable to Banyan Capital Finance bearing interest at 8%. These notes mature and all principal and interest is due and payable on February 1, 2016

    23,000       23,000  
                 

Promissory note payable to Colleen Stacy Shapiro 2007 Trust, dated April 23, 2014, bearing interest at 6%. This note matures and all principal and interest is due and payable on February 1, 2016

    160,000       160,000  
                 

Promissory note payable to Colleen Stacy Shapiro 2007 Trust, dated November 4, 2014, bearing interest at 8%. This note matures and all principal and interest is due and payable on February 1, 2016

    20,000       -  
                 

Various promissory notes payable to Rachel E Shapiro Trust bearing interest at 6%. These notes mature and all principal and interest is due and payable on February 1, 2016

    51,500       51,500  
                 

Various promissory notes payable to Shapiro Family D1 Trust bearing interest at 8%. These notes mature and all principal and interest is due and payable on February 1, 2016

    150,000       150,000  
                 

Note payable to an individual dated January 25, 2013 and amended on August 1, 2014 in the amount of $50,000 payable at $4,000 monthly for eleven months and a final payment of $6,000 on July 10, 2015

    46,000       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  
                 

Note payable to an individual dated April 30, 2013 in the amount of $60,000 non-interest bearing with a maturity of December 31, 2013

    30,000       35,000  
                 

Note payable to an individual dated April 30, 2013 in the amount of $26,269, non-interest bearing with a maturity of July 31, 2013

    -       26,269  
                 

Note payable to Metro Bank dated February 14, 2014 with a maximum amount of $200,000 bearing interest at 4.65% with a maturity date of December 14, 2014

    200,000       200,000  
                 

Note payable to Capital Stack, LLC dated July 7, 2014 in the amount of $35,000 with no stipulated interest rate payable through 83 daily payments of $599

    -       11,220  
                 

Note payable to Fast Advance Funding dated July 3, 2014 in the amount of $35,000 with no stipulated interest rate, payable through 66 daily payments of $689.39

    -       3,959  
                 

Subordinated Promissory Note payable to The Shapiro Family D1 Trust dated April 29, 2014 in the amount of $400,000, bearing interest at 6%, with a maturity of April 28,2017

    400,000       400,000  
                 

Note payable to an individual dated May 1, 2014 in the amount of $67,286, bearing interest at 4%, with a maturity date of April 1, 2019

    67,286       67,286  
                 

Note payable to Westfield Bank for insurance finance agreement, dated August 1, 2014 bearing interest at 4%, final payment due May 1,2015

    10,068       25,845  
                 

Note payable to Cap Call, LLC dated November 18, 2014 in the amount of $35,000 with no stipulated interest rate payable through 100 daily payments of $497

    27,290       -  
                 

Note payable to Complete Business Solutions Group dated October 10, 2014 in the amount of $63,000 with no stipulated interest rate payable through 100 daily payments of $850

    34,937       -  
                 

Note payable to GovFunding, LLC dated October 8, 2014 in the amount of $783,971, bearing interest at 9%, payable through three consecutive series of twelve monthly payments of $2,563, $15,000 and $20,000 respectively, with the remaining balance due on the maturity date of July 15, 2017.

    783,971       -  
                 

Note payable to Ford Credit dated October 1, 2014 in the amount of $32,929 payable in 48 monthly installments of $744

    31,020          
                 
      6,517,125       5,905,341  

Less current portion pertaining to continuing operations

    (309,959 )     (398,184 )

Less current portion pertaining to discontinued operations

    (762,227 )     (1,268,942 )

Less long term portion associated with discontinued operations

    (783,971 )     -  
    $ 4,660,968     $ 4,238,215  

  

 

Principal maturities of long term debt for the next five years and thereafter as of December 31, 2014 are as follows:

 

Period ended December 31,

       
         

2015

  $ 1,072,186  
         

2016

    4,353,635  
         

2017

    1,084,713  
         

2018

    6,591  
         

2019

    -  
         

Thereafter

    -  
         
    $ 6,517,125  

 

 

6.    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 Company has previously recognized an income tax benefit for its operating losses generated since inception through September 30 2014 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, 2014 the Company had federal net operating loss carry forwards of approximately $18,260,000 and Florida net operating loss carry forwards of approximately $13,663,000. The federal net operating loss carry forwards will expire in 2020 through 2033 and state net operating loss carry forwards that will expire in 2028 through 2034. 

 

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

 

Continuing Operations

 

12/31/2014

   

9/30/2014

 
                 

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, 2014, the tax returns for the Company for the years ending 2011 through 2013 remain open to examination by the Internal Revenue Service and Florida Department of Revenue. The Company and its subsidiaries are not currently under examination for any period. 

 

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

 

7.    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 December 31, 2014 the Company continues to operate corporate and administrative offices in a facility leased by Ordnance 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 leased approximately 6,000 square feet of office, showroom and warehouse space in Sanford, Florida on a month to month basis, and approximately 10,000 square feet of office, showroom and warehouse space in Branchburg, New Jersey for a period of two years, with two, two year options at the same rate. These two locations were to facilitate the commercial sales of Bulova Technologies Machinery LLC. 

 

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

 

The Company also leased on a month to month basis, an office in Frankfurt, Germany to facilitate its European program. This lease was terminated in January 2015.

 

 

 

Total rent expense for the three months ended December 31, 2014 and 2013, was approximately $112,600 and $80,088 respectively.

 

The Company’s commitments for minimum lease payments under these operating leases for the next five years and thereafter as of June 30, 2014 are as follows:  

 

Period ended June 30,

       
         

2015

  $ 425,664  
         

2016

    432,255  
         

2017

    439,012  
         

2018

    445,937  
         

2019

    453,035  
         

Thereafter

    2,786,359  
         
    $ 4,982,262  

 

8.    Related Party Transactions 

 

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

 

The Company has received loans from 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. As of December 31, 2014, the only remaining debt associated with these notes is a balance due to Stephen L. Gurba and Evelyn R. Gurba in the amount of $17,627.  

 

Craigmore Machinery Company is the sole source supplier for the industrial machine tools and related equipment that are sold by Bulova Technologies Machinery LLC. Craigmore is owned by Gary Shapiro, a major shareholder of the Company. As of December 31, 2014, the Company had a balance of $994,902 included in accounts payable to Craigmore. 

 

Included within Long Term Debt are various notes payable to Gary L Shapiro and / or entities controlled by Gary L. Shapiro and / or his family members. As of December 31, 2014, the total amount outstanding under these related party notes is $4,586,553.

 

9.    Stockholders’ Equity

 

Common Shares

 

On December 30, 2013, the Company affected a 1 for 200 reverse split of its common stock. The financial statements have been retroactively adjusted to reflect the effects of this reverse split. All equity issuances relative to common shares are presented as post reverse quantities (1/200), as compared to filings prior to the reverse.

 

Concurrently, the Company amended its articles to reduce the amount of authorized common shares from 5,000,000,000 to 500,000,000.  

 

November 2014, the Company issued 1,500,000 common shares in association with the extension of terms on existing debt

 

December 2014, the Company issued 1,313,450 common shares in satisfaction 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. 

 

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

 

 

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.

 

Subscription receivable 

 

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

 

11.   Subsequent Events 

 

In January 2015, the Company issued 1,000,000 warrants for services

 

 

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

 

 

FORWARD LOOKING STATEMENTS

 

 

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

 

1 .       Overview:

 

From January 1, 2009, Bulova Technologies Group, Inc. has operated in multiple business segments. Government Contracting was focused on the production and procurement of military articles for the US Government and other Allied Governments throughout the world, and was accounted for through two of the Company’s wholly owned subsidiaries, Bulova Technologies Ordnance Systems LLC, and Bulova Technologies (Europe) LLC. In October 2012, this segment was discontinued through the sale of substantially all of the assets of Bulova Technologies Ordnance Systems LLC, with any remaining assets and liabilities associated with that operation being segregated and reported as a discontinued operation. Contract Manufacturing included the production of cable assemblies and circuit boards accounted for through BT Manufacturing Company LLC, a wholly owned subsidiary that was discontinued and disposed of in March 2011. More recently, the Company has engaged in Commercial Sales that have included the brokering of Eastern European small caliber ammunition to large U.S. customers on a wholesale basis and to small retail customers in the U.S. accounted for through Bulova Technologies (Europe) LLC, and the sale of high precision industrial machine tools through a distributor network accounted for through Bulova Technologies Machinery LLC.

 

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

 

Application of critical accounting policies:

 

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

 

2 .       Results of operations:

 

For the three months ended December 31, 2014 compared to the three months ended December 31, 2013.

 

Continuing Operations

 

Revenue for continuing operations for the three months ended December 31, 2014 of $474,906 is a decrease of $1,089,670 when compared to the revenue for the three months ended December 31, 2013 of $1,564,576. This decrease is a result of not having any other sales during the three months ended December 31, 2014 other than those generated by Bulova Technologies Machinery.  

 

Cost of revenues for continuing operations for the three months ended December 31, 2014 of $402,432 is a corresponding decrease of $821,947 when compared to the cost of revenues for the three months ended December 31, 2013 of $1,224,379. 

 

Gross profit for continuing operations for the three months ended December 31, 2014 of $72,474 is a decrease of $267,723 when compared to the gross profit for the three months ended December 31, 2013 of $340,197. 

 

Selling and administrative expenses for continuing operations for the three months ended December 31, 2014 of $836,826 is an increase of $85,174 when compared to selling and administrative expense for the three months ended December 31, 2013 of $751,652. 

 

Stock based compensation for continuing operations for the three months ended December 31, 2014 of $0 is a decrease of $22,500 when compared to stock based compensation for the three months ended December 31, 2013 of $22,500. 

 

 

Discontinued Operations

 

The Company is reporting results of operations of Bulova Technologies Ordnance Systems LLC (BTOS) as discontinued operations for the three months ended December 31, 2014 and 2013. 

 

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

 

Ordnance did not have any revenue for the three months ended December 31, 2014 as compared to $725,520 for the three months ended December 31, 2013.  

 

Ordnance did not incur any costs of revenues for the three months ended December 31, 2014 as compared to $717,985 for the three months ended December 31, 2013. 

 

Ordnance did not realize any gross profit for the three months ended December 31, 2014 as compared to $7,535 for the three months ended December 31, 2013. 

 

Operating expenses and interest for the discontinued operations of Ordnance for the three months ended December 31, 2014 of $137,094 is an increase of $121,597 when compared to operating expenses and interest for the three months ended December 31, 2013 of $15,497, and is primarily due to additional interest costs incurred in the restructuring of the terms of certain debts associated with the discontinued operations of Ordnance.

 

3 .        Liquidity and capital resources:

 

As of December 31, 2014, the Company’s sources of liquidity consisted of new debt as well as new sales reported in the commercial sales and service business segment. 

 

As of December 31, 2014, we had $24,586 in cash and cash equivalents.  Cash flows used in operating activities was $422,557 for the three months ended December 31, 2014.  

 

Cash flows used in investing activities was $21,203 for the three months ended December 31, 2014, Cash flows from financing activities were $458,824 for the three months ended December 31, 2014, and consisted primarily of new debt in the amount of $442,035. 

 

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 and new commercial sales, 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 not effective at December 31, 2014 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/ Michael J. Perfetti

 

 

 

 

 

 

Michael J. Perfetti

 

 

 

 

 

 

Principal Financial and Accounting Officer

 

 

 

     DATED: February 23, 2015

  

 

21



Exhibit 31.1

 

BULOVA TECHNOLOGIES GROUP, INC.
Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Stephen L Gurba, Principal Executive Officer, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Bulova Technologies Group, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

 

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that was materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

 

(a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 23, 2015

 

 

 

 

 

/s/ Stephen L Gurba  

 

 

Stephen L Gurba 

 

 

Principal Executive Officer 

 

 

 



Exhibit 31.2

 

BULOVA TECHNOLOGIES GROUP, INC.
Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Michael J. Perfetti Principal Financial Officer, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Bulova Technologies Group, Inc;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant’s as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

 

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that was materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

 

(a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 23, 2015

 

 

 

 

 

/s/ Michael J. Perfetti 

 

 

Michael J. Perfetti 

 

 

Principal Financial Officer 

 

 

 



Exhibit 32.1

 

BULOVA TECHNOLOGIES GROUP, INC.
Certification Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the Quarterly Report of Bulova Technologies Group, Inc. (the Company) on Form 10-Q for the quarterly period ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the Report), I Stephen L Gurba, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

 

(1)

 

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

 

(2)

 

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

 

 

 

 

 

 

/s/ Stephen L Gurba  

 

 

Stephen L Gurba 

 

 

Principal Executive Officer
February 23, 2015 

 

 



Exhibit 32.2

 

BULOVA TECHNOLOGIES GROUP, INC.
Certification Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the Quarterly Report of Bulova Technologies Group, Inc. (the Company) on Form 10-Q for the quarterly period ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Michael J. Perfetti, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

 

(1)

 

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

 

(2)

 

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

 

 

 

 

 

 

/s/ Michael J. Perfetti  

 

 

Michael J. Perfetti 

 

 

Principal Financial Officer
February 23, 2015