UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

BULOVA TECHNOLOGIES GROUP, INC.


(Name of Issuer)

 

Common Stock


  (Title of Class of Securities)

 

120458 10 4


 (CUSIP Number)

 

Craig Schnee, 12645 49th Street North, Clearwater, Florida 33756 (717) 881-4886


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

 

Copy to:

 

Stephen L. Gurba

322 Roebling Road South
Belleair, Florida 33756

 

February 6, 2015


  (Date of Event which requires Filing of this Statement)

 

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

 

 

 
 

 

 

SCHEDULE 13D

CUSIP No.

 

Page 2 of 6 Pages

 

 

1

NAME OF REPORTING PERSON

Richard Welkowitz

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)

(b)

3

SEC USE ONLY

 

4

SOURCE OF FUNDS*

PF

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

7

SOLE VOTING POWER

10,000,000

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

10,000,000

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,000,000

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                        [ 1 ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.8%

 

14

TYPE OF REPORTING PERSON*

IN

Note: Item 13 excludes the issuer’s Voting Preferred Stock and Common Stock issuable to the Reporting Person pursuant to a $4,000,000 Secured Convertible Note and Warrant Purchase Agreement because the Note is not convertible for 181 days from its date of February 6, 2015.

 

 

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

  

 

 
 

 

 

SCHEDULE 13D

CUSIP No.

 

Page 3 of 6 Pages

 

 

ITEM 1.     SECURITY AND ISSUER.

 

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

 

ITEM 2.     IDENTITY AND BACKGROUND.

 

(a) — (c) This Statement is filed by the following person ("Reporting Person"):

 

(1)     Richard Welkowitz, whose address is 120 North Pointe Blvd., Suite 300, Lancaster, PA 17601.

 

 

 

(d)

During the last five years, the Reporting Person has not (i) been convicted in a criminal proceeding, or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

 

 

(e)

During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

(f)

The Reporting Person is a citizen of the USA.

 

ITEM 3.     SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

Personal Funds. See Item 5 and the Exhibits attached to this Schedule 13D.

 

ITEM 4.     PURPOSE OF TRANSACTION.

 

The Reporting Persons acquired his additional interests in Bulova solely for investment purposes.

 

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

 

 

1.

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

 

 

 

2.

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

 

 

 

3.

A sale of transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 

 

 

 

4.

Any material change in the present capitalization or dividend policy of the Issuer;

 

 

 

 

5.

Any other material change in the Issuer's business or corporate structure;

 

 

 
 

 

 

SCHEDULE 13D

CUSIP No.

 

Page 4 of 6 Pages

 

 

 

6.

Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 

 

 

 

7.

Causing a class securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

 

 

 

8.

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

 

 

 

 

9.

Any action similar to any of those enumerated above.

 

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

 

ITEM 5.     INTEREST IN SECURITIES OF THE ISSUER.

 

On March 4, 2015, the Issuer closed a transaction whereby it borrowed For Million Dollars ($4,000,000) from the Reporting Person in exchange for a convertible secured promissory note (“Note”), together with detachable immediately exercisable 10 year warrants (the “Warrants”) to purchase up to 12,000,000 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) at an exercise price of $.02 per share. 10,000,000 Warrants were issued to the Reporting Person.

 

The Note matures on February 5, 2021 and bears interest at seven percent (7%), which is payable quarterly. The full amount of the unpaid balance of the Note is payable upon a Change of Control Event as defined in the Note, which is attached as an exhibit.

 

The Note is convertible into shares of the Company’s common stock at the following conversion rates:

 

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

Year 1 - $.10/share

●     Year 2 - $.20/share

●     Year 3 - $.30/share

●     Year 4 - $.40/share

●     Year 5 - $.50/share

 

ITEM 6.     CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

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

 

 

 
 

 

 

 SCHEDULE 13D

CUSIP No.

 

Page 5 of 6 Pages

 

 

ITEM 7.     MATERIAL TO BE FILED AS EXHIBITS.

 

99.1     Secured Convertible Note and Warrant Purchase Agreement*

 

99.2     Form of Warrant*

 

99.3     Form of Secured Promissory Note*

 

 

 

 *Incorporated by reference to Form 8-K filed by Issuer on April 17, 2015.

 

 

 
 

 

 

SCHEDULE 13D

CUSIP No.

 

Page  6 of 6 Pages

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.

 

Date: May 22, 2015

 

/s/           Richard Welkowitz                      

Richard Welkowitz