SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of March 1, 2017, with respect to the beneficial ownership of the outstanding Common and Preferred Stock by (i) any holder of more than five (5%) percent; (ii) each of the Company's executive officers and directors; and (iii) the Company's directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.

(1) Information with respect to beneficial ownership is based upon information furnished by each stockholder or contained in filings made with the Securities and Exchange Commission. Unless otherwise indicated, beneficial ownership includes both sole investment and voting power.

(2) The percentage calculations for each class of stock are in relation to total issued and outstanding quantities of 4,000,000,000 for Preferred Shares and 499,000,000 for Common Shares.

(3) The percentage calculations for Voting Stock are in relation to the combined total of all classes of stock issued and outstanding.

(4) The above amounts exclude options and warrants which are held by each of the above holders, which are exercisable within sixty (60) days of their issuance date.

AMENDMENT TO ARTICLES OF INCORPORATION

On March 29, 2017, the stockholders of the Company holding a majority of the outstanding Voting Stock of the Company approved an amendment to the Company’s Articles of Incorporation, as amended, to replace Article IV in its entirety, which will result in an increase to the number of authorized shares of Common Stock. The Company’s Articles of Incorporation, as amended, currently authorize for issuance 500,000,000 shares of Common Stock and 5,000,000,000 shares of Preferred Stock. The approval of this amendment to the Articles of Incorporation will increase the Company’s authorized shares of Common Stock to 900,000,000, and create two new categories of Stock, Preferred A and Preferred B, each in the amount of 50,000,000 authorized shares. The Company currently has authorized Common Stock of 500,000,000 shares and approximately 499,000,000 shares are issued and outstanding. The Board believes that the increase in the authorized Common Shares will provide the Company greater flexibility with respect to the Company’s capital structure for such purposes as additional equity financing and stock based acquisitions.

Article IV of the Company’s Articles of Incorporation reads currently as follows:

“ARTICLE IV CAPITAL STOCK

This Corporation shall be authorized to issue two (2) classes of capital stock to be designated respectively preferred stock (“Preferred Stock”), and common stock (“Common Stock”). The total number of shares of Preferred Stock the Corporation shall have authority to issue is 5,000,000,000 shares at $.000001 par value per share and the total number of shares of Common Stock the Corporation shall have authority to issue is 500,000,000 at $0.001 par value per share.

On the date of Filing of this Articles of Amendment with the Secretary of State of the State of Florida; every two hundred (200) issued and outstanding shares of the Corporation’s previously authorized Common Stock, par value $0.0001 per share (the “Old Common Stock”) shall be reclassified and converted into one (1) validly issued, fully paid and nonassessable share of Common Stock, par value $0.0001 (the “New Common Stock”). Each certificate representing shares of Old Common Stock shall thereafter represent the number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate were reclassified and converted hereby provided, however, that each person of record on November 1, 2013 holding a stock certificate or certifications that represented shares of Old Common Stock shall receive upon surrender of stock or certification a new certificate or certification evidencing and representing the number of shares of New Common Stock to which such person is entitled. No cash will be paid or distributed as a result of the aforementioned reverse stock split of the Corporation’s Common Stock, and no fractional shares will be issued. All fractional shares, which would otherwise be required to be issued as a result of the stock split, will be rounded up to the nearest whole share. The record date of this reverse 1 for 200 stock split shall be November 1, 2013. The authorized shares of the Corporation as set forth above shall not be affected by any reverse split or division of the shares of any class of shares.”

Upon approval of the amendments herein, Article IV of the Company’s Articles of Incorporation will read, in its entirety, as follows:

“ARTICLES IV SHARES

This Corporation shall be authorized to issue four (4) classes of capital stock to be designated, respectively, Preferred Stock (“Preferred Stock”), Preferred A Stock (“Preferred A Stock”), Preferred B Stock (“Preferred B Stock”) and Common Stock (“Common Stock”). The total number of shares of Preferred Stock the Corporation shall have authority to issue is 5,000,000,000; the total number of shares of Preferred A Stock the Corporation shall have authority to issue is 50,000,000; the total number of shares of Preferred Stock B the Corporation shall be authorized to issue is 50,000,000; and the total number of shares of Common Stock the Corporation shall be authorized to issue is 900,000,000. 

Each share of Common Stock and each share of Preferred Stock shall be entitled to one (1) vote. The holders of the Common Stock and Preferred Stock shall vote together as one class and not as separate classes or series. Other than the right to one (1) vote per share, the Preferred Stock shall have no dividend rights, liquidation preference, redemption rights, conversion rights or other preferences. Preferred Stock A and Preferred Stock B will have no voting rights.

The rights, preferences and limitations of both Preferred A Stock and Preferred B Stock shall be set from time to time by resolution of the Board.”

The foregoing amendment was adopted by unanimous written consent of the board of directors, dated March 29, 2017 and by written consent of the holders of a majority of the issued and outstanding Preferred Stock and Common Stock of the Corporation effective March 29, 2017. Therefore, the number of votes cast for the Amendment to the Corporation’s Articles of Incorporation was sufficient for approval.”

INCREASE IN AUTHORIZED COMMON STOCK

The terms of the additional shares of Common Stock and Preferred Stock will be identical to those of the currently outstanding shares. However, because holders of Common Stock and Preferred Stock have no preemptive rights to purchase or subscribe for any unissued stock of the Company, issuance of additional shares of Common Stock will reduce the current stockholders’ percentage ownership interest in the total outstanding shares of Common Stock and Preferred Stock. This amendment and the creation of additional shares of authorized Common Stock will not alter the current number of issued shares. The relative rights and limitations of the shares of Common and Preferred Stock will remain unchanged under this amendment.

As of the Record Date, a total of approximately, 499,000,000 shares of the Company’s currently authorized 500,000,000 shares of Common Stock are issued and outstanding, and 4,000,000,000 shares of the Company’s currently authorized 5,000,000,000 shares of Preferred Stock are issued and outstanding. The increase in the number of authorized but unissued shares of Common Stock would enable the Company, without further stockholder approval, to issue shares from time to time as may be required for proper business purposes, such as raising additional capital for ongoing operations, business and asset acquisitions, stock splits and dividends, present and future employee benefit programs and other corporate purposes.

The proposed increase in the authorized number of shares of Common Stock could have a number of effects on the Company’s stockholders depending upon the exact nature and circumstances of any actual issuances of authorized but unissued shares.

The increase could have an anti-takeover effect, in that additional shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover of the Company more difficult. For example, additional shares could be issued by the Company so as to dilute the stock ownership or voting rights of persons seeking to obtain control of the Company. Similarly, the issuance of additional shares to certain persons allied with the Company’s management could have the effect of making it more difficult to remove the Company’s current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. The Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company, and this proposal is not being presented with the intent that it be utilized as a type of anti-takeover device.

We may enter into additional investments in order to develop our operations. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. We will be required to issue additional shares of Common Stock which are proposed to be authorized if we elect to issue equity securities. If we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.

AMENDMENT TO ARTICLES OF

INCORPORATION

C REATION OF PREFERRED A AND PREFERRED B STOCK CLASSES

GENERAL

The Board of Directors and holders of a majority of the outstanding shares of both Common Stock and Preferred Stock have approved a proposal to amend the Company’s Articles of Incorporation to create two new classes of stock, Preferred A and Preferred B, and authorize the issuance of up to 50,000,000 of each with such rights, preferences and limitations as may be set from time to time by resolution of the Board.

The Articles of Incorporation of the Company have been amended to authorize the creation of two new classes of stock, Preferred A and Preferred B, and authorize the issuance of up to 50 million shares each of Preferred A Stock and Preferred B Stock with such rights, preferences and limitations as may be set from time to time by resolution of the Board.

Shares of A and B Preferred Stock will have no voting rights.

PURPOSES OF THE CREATION OF PREFERRED A STOCK AND PREFERRED B STOCK .

The Board believes that the stockholders of the Company will benefit from the Amendment to authorize Preferred A Stock and Preferred B Stock in that it will provide the Company with available capital that could be issued for various corporate purposes which may be identified in the future, including acquisitions, stock options, conversion of debt to equity and convertible debt and equity financings. The Board also believes that it is in the Company’s and its stockholders’ best interests to authorize the Amendment to enable the Company to promptly take advantage of market conditions and the availability of favorable opportunities without the delay and expense associated with holding a special meeting of stockholders. Although the Company has no current financing plans, agreements or commitments for financing, if an opportunity should present itself, the Company may designate and issue shares of Preferred A Stock and Preferred B Stock in connection with such a financing from time to time.

POTENTIAL RISKS OF THE CREATION OF PREFERRED A AND PREFERRED B SHARES .

There can be no assurance that additional investors will be attracted to the Company’s new debt and capital structure.

Further, as the newly-created Preferred A and Preferred B shareholders will likely have precedence over Common Stock with respect to both the declaration of dividends and in any liquidation of the Company, holders of Common Stock may not receive a dividend or proceeds from a liquidation of the Company, while the holders of Preferred Stock A and Preferred B may receive such dividends of proceeds.

DELIVERY OF DOCUMENTS TO MULTIPLE STOCKHOLDERS SHARING AN ADDRESS

One Information Statement will be delivered to multiple stockholders sharing an address unless the Company receives contrary instructions from such stockholders. Upon receipt of such notice, the Company will undertake to promptly deliver a separate copy of the Information Statement to the stockholder at the shared address to which a single copy of the Information Statement was delivered. In the event you desire to provide such notice to us with respect to this Information Statement or any future Annual Report, Proxy Statement or Information Statement, such notice may be given orally by phoning the Company's head office at (727) 536-6666 or by mail to 1501 Lake Avenue SE, Largo, Florida 33771.

ADDITIONAL INFORMATION

Additional information concerning the Company, including its annual and quarterly reports on Forms 10-K and 10-Q, and current reports on Form 8-K, which have been filed with the Securities and Exchange Commission, may be accessed through the EDGAR archives at www.sec.gov .

EXHIBIT A

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF

BULOVA TECHNOLOGIES GROUP, INC.

Pursuant to Section 607.1006 of the Florida Business Corporation Act, the undersigned, being the President of Bulova Technologies Group, Inc., a Florida corporation (the "Corporation”), bearing Document Number PO8000097226, does hereby submit these Articles of Amendment for the purpose of amending the Corporation's Articles of Incorporation as follows:

Article IV of the Corporation’s Articles of Incorporation shall be amended in its entirety to read as follows:

“ARTICLE IV – Capital Stock

This Corporation shall be authorized to issue four (4) classes of capital stock, to be designated, respectively, Preferred Stock (“Preferred Stock”), Preferred Stock A (“Preferred Stock A”), Preferred Stock B (“Preferred Stock B”) and Common Stock (“Common Stock”). The total number of shares of Preferred Stock the Corporation shall have authority to issue is 5,000,000,000 shares at $.000001 par value per share, the total number of Preferred A Stock the Corporation shall have authority to issue is 50,000,000 at no par value, the total number of Preferred B Stock the Corporation shall have authority to issue is 50,000,000 at no par value and the total number of shares of Common Stock the Corporation shall have authority to issue is 900,000,000 at $0.001 par value per share.

Each share of Common Stock and each share of Preferred Stock shall be entitled to one (1) vote. The holders of Common Stock and Preferred Stock shall vote together as one class and not as separate classes or series. Other than the right to one (1) vote per share, the Preferred Stock shall have no dividend rights, liquidation preference, redemption rights, conversion rights or other preferences. Preferred Stock A and Preferred Stock B shall have no voting rights.

The rights, preferences and limitations of both Preferred A Stock and Preferred B Stock shall be set from time to time by resolution of the Board.”

The foregoing amendment was adopted by unanimous written consent of the board of directors, dated March 29, 2017 and by written consent of the holders of a majority of the issued and outstanding Common Stock of the Corporation effective March 29, 2017. Therefore, the number of votes cast for the Amendment to the Corporation’s Articles of Incorporation was sufficient for approval.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment on May ___, 2017.

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