UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended ~~September 30,~~March ~~2014~~31, 2015.

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT.

For the transition period from ~~__________to____________~~ to

Commission file number: 1-10024

BKF Capital Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		36-0767530
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

~~3990-B~~31248 ~~Heritage~~ Oak ~~Court~~Crest Drive, ~~Simi~~Suite ~~Valley~~110, Westlake Village, California ~~93063~~91361

(Address of Principal Executive Office) (Zip Code)

(805-) 416-~~7100~~7054

(Registrant's telephone number including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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.

x 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 (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x 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.

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

x Yes ¨ No

As of ~~November~~May 108, ~~2014~~2015, 7,471,593 shares of of the registrant's common stock, $1.00 par value, were outstanding.

TABLE OF CONTENTS

Part I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Statements of Financial Condition as of September 30, 2014 (unaudited) and December 31, 2013 (audited)	3
	Consolidated Statements of Financial Condition as of March 31, 2015 (unaudited) and December 31, 2014 (audited)	3
	Consolidated Statements of Operations and Comprehensive Income (three months and nine-months ended September 30, 2014 and 2013)	4
	Consolidated Statements of Operations and Comprehensive Income (three months ended March 31, 2015 and 2014)	4
	Consolidated Statements of Cash Flows (nine-months ended September 30, 2014 and 2013)	5
	Consolidated Statements of Cash Flows (three-months ended March 31, 2015 and 2014)	5
	Notes to Condensed Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 4.	Controls and Procedures	15
Part II.	Other Information	16
Item 1.	Legal Proceedings	16
Item 5.	Other Information	17
Item 6.	Exhibits	18
Signatures		18

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

BKF CAPITAL GROUP, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Dollar amounts in thousands)

	September 30,			December 31,
	March 31,			December 31,
	2014			2013
	2015			2014
	(unaudited)			(audited)
Assets
Cash and cash equivalents	$	42,~~183~~722		$	53,~~898~~052
Investment in Qualstar		478			902
Investment in Qualstar and Interlink		3,153			2,848
Marketable securities		2,123			50
Prepaid expenses and other assets		14			15
Prepaid expenses and other assets		30			35
Total assets	$	5,889		$	5,915
Total assets	$	6,814		$	6,885
Liabilities and Stockholders' Equity
Accrued expenses	$	2327		$	3352
Total liabilities		2327			3352
Commitments and contingencies
Stockholders' equity
Common stock, $1 par value, authorized — 15,000,000 shares, 7,471,593 issued and outstanding as of September 30, 2014 and as of December 31, 2013		7,472			7,472
Common stock, $1 par value, authorized — 15,000,000 shares, 7,471,593 issued and outstanding as of March 31, 2015 and as of December 31, 2014		7,472			7,472
Additional paid-in capital		68,270			68,270
Accumulated other comprehensive income/(loss)		814			—
Accumulated deficit		(69,880	)		(69,879	)
Accumulated deficit		(69,765	)		(68,890	)
Total stockholders' equity		5,862			5,863
Total stockholders' equity		6,791			6,852
Total liabilities and stockholders' equity	$	5,889		$	5,915
Total liabilities and stockholders' equity	$	6,814		$	6,885

See accompanying notes

BKF CAPITAL GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Dollar amounts in thousands, except per share data)

(Unaudited)

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2014			2013			2014			2013
	2015			2014
Non Operating Income
Interest income	$	31		$	32			5			10
Realized gains		-			-			35
Total revenues		1			2
Other income		-			7			-			20
Expenses:
Total revenues		3			10			40			30
Employee compensation and benefits		25			25
Expenses:
Occupancy and equipment rental		4			5
Employee compensation and benefits		33			48			83			146
Other operating expenses		4			34
Occupancy and equipment rental		2			23			12			56
Total expenses		(33	)		(64	)
Other operating expenses		41			143			108			454
Other income (expense)
Total expenses		76			214			203			656
Gain/(loss) on equity investments		31			(58	)
Other income (loss)
Total other income (expense)		31			(58	)
Loss on equity investment		(156	)		(629	)		(711	)		(1,471	)
Net income/(loss)	$	(1	)	$	(120	)
Other income					395						395
Basic and Diluted Earnings Per Share		(0	)		(.02	)
Total other income (loss)		(156	)		(234	)		(711	)		(1,076	)
Weighted average common shares outstanding		7,471,593			7,471,593
Net income/(loss)		(229	)		(438	)		(874	)		(1,702	)
Other comprehensive income (loss) net of tax
Unrealized gains (loss) on investments		208			-			814			-
Comprehensive income (loss)		(21	)		(438	)		(60	)		(1,702	)
Net income/(loss) per share:
Basic and Diluted	$	(0.03	)	$	(0.06	)	$	(0.11	)	$	(0.23	)
Weighted average common shares outstanding		7,471,593			7,463,441			7,471,593			7,452,271

See accompanying notes

BKF CAPITAL GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in thousands)

(Unaudited)

	Nine months Ended
	Three months Ended
	September 30,
	March 31,
	2014			2013
	2015			2014
Cash flows from operating activities
Net loss	$	(~~874~~1	)	$	(~~1,702~~120	)
Changes in operating assets and liabilities:
Stock compensation expenses		—			19
Gain / (loss) on equity investments		(31	)		58
Realized gains		(35	)		—
(Decrease) in accrued expenses		(25	)		(13	)
Loss on equity investment		711			1,471
Net cash used in operating activities		(57	)		(75	)
(Increase)/Decrease in prepaid expenses and other assets		5			(1	)
(Decrease)/Increase in accrued expenses		(10	)		(14	)
Net cash used in operating activities		(203	)		(227	)
Cash flows from investing activities
Purchase of investment securities		(~~1,512~~273	)		—(450	)
Net cash used in investing activities		(~~1,512~~273	)		—(450	)
Net decrease in cash and cash equivalents		(~~1,715~~330	)		(~~227~~525	)
Cash and cash equivalents at the beginning of the period		53,~~898~~052			65,~~597~~898
Cash and cash equivalents at the end of the period	$	42,~~183~~722		$	65,~~370~~373
Supplemental disclosure of cash flow information
Supplemental disclosure of cash flow information Cash paid for interest	$	—		$	—
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—

See accompanying notes

BKF CAPITAL GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited condensed consolidated financial statements included herein were prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, disclosures made are adequate to make the information not misleading. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes included in the Company's Form 10-K for the year ended December 31, ~~2013~~2014.

In the opinion of management, the interim data includes all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for the interim period. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the fiscal year.

1. Organization and Summary of Significant Accounting Policies

Organization and Basis of Presentation

The Company operates through its wholly-owned subsidiaries, BKF Investment Group, Inc., formerly known as BKF Management Co., Inc. ("BIG") and BKF Asset Holdings, Inc. (“BKF Holdings”) all of which are collectively referred to herein as the "Company" or "BKF." The Company trades on the over the counter market under the symbol ("BKFG"). Currently, the Company plans to engage in the asset management business through its subsidiary BKF Advisors, Inc., which is a registered investment advisor in the ~~States~~State of ~~Florida and~~ California. BKF is also seeking to consummate an acquisition, merger or business combination with an operating entity to enhance BKF's revenues ~~and~~ and increase shareholder value.

The consolidated financial statements of BKF include BIG and BIG's two wholly owned subsidiaries BKF Advisors, Inc. (“BKF Advisors”) and BKF Asset Management, Inc., ("BAM") and BAM's two wholly-owned subsidiaries, BKF GP, Inc. (“BKF GP”) and LEVCO Securities, Inc. ("LEVCO Securities"). On November 27, 2012 LEVCO Securities was dissolved. All intercompany accounts have been eliminated.

BAM was an investment advisor which was registered under the Investment Advisers Act of 1940, as amended; it withdrew its registration on December 19, 2006. BAM had no operations during 2014 and 2013.

Services

During the quarters ended ~~September~~March 3031, ~~2014~~2015 and ~~September~~March 3031, ~~2013,~~ 2014, the Company did not provide any investment advisory or asset management services nor did the Company act as a broker dealer.

The Company, through BKF GP, continues to act as the managing general partner of several private investment partnerships, established prior to 2005, which are in the process of being liquidated and dissolved.

BKF CAPITAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Recent Accounting Developments

~~There~~In ~~are~~August no2014, ~~new~~the ~~accounting~~FASB ~~standards~~issued ~~that~~ASU ~~are~~No. ~~expected~~2014-15 ("ASU 2014-15"), Presentation of Financial Statements-Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity's Ability to Continue ~~have~~as a Going Concern. ASU 2014-15 requires a Company's management to evaluate, at each reporting period, whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a ~~significant~~going ~~impact~~concern onwithin one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently evaluating the impact of the adoption of ASU 2014-15 on its consolidated financial statements.

Cash and Cash Equivalents

Investments in money market funds are valued at net asset value. The Company maintains substantially all of its cash and cash equivalents in interest bearing instruments at two nationally recognized financial institutions, which at times may exceed federally insured limits. As a result the Company is exposed to credit risk related to the money market funds and the market rate inherent in the money market funds.

Other Comprehensive Income

The Company presents other comprehensive income in accordance with ASC Topic 220, Comprehensive Income. This section requires that an enterprise (a) classify items of other comprehensive income by their nature in a financial statement and (b) display the accumulated balance of other comprehensive income separately from retained earnings and additional paid in capital in the equity section of a statement of position.

Fair Values of Financial Instruments

The Company adopted FASB ASC 820-10-50, “Fair Value Measurements”. This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

BKF CAPITAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The carrying amounts reported in the balance sheets for cash and cash equivalents, and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. ~~Marketable securities are valued using Level 1 inputs.~~

2. ~~Investment~~Investments

a) Investment in Qualstar:

OnThe ~~July~~investment 3,in ~~2013,~~Qualstar ~~Steven~~is N.accounted ~~Bronson,~~for ~~BKF’s~~using ~~Chairman,~~the ~~CEO,~~equity ~~and~~method ~~majority~~as ~~shareholder,~~prescribed ~~was~~by ~~appointed~~Accounting ~~Chairman~~Standard Codification Section 323, ~~Chief~~under ~~Executive~~which ~~Officer~~the ~~and~~Company’s ~~President~~carrying amount of ~~Qualstar~~its ~~Corporation (“Qualstar”).~~investment ~~This~~in ~~resulted~~common instock of Qualstar is the ~~18.3%~~ ofinitial cost adjusted for the Company’s ~~ownership~~share inof Qualstar’s toearnings beand ~~accounted~~losses, and further adjusted for ~~using~~any ~~the~~distributions ~~equity~~or ~~method~~dividends. At March 31, a2015 ~~change from~~the ~~available~~Company ~~for~~held 3,095,875 ~~sale~~common shares of Qualstar, representing onapproximately 25.27% of the ~~basis~~outstanding ~~that~~shares. ~~BKF~~The ~~can~~investment ~~assert~~in ~~significant~~Qualstar ~~influence~~was ~~over~~approximately ~~the~~$705,000 ~~operations~~at March 31, 2015. The market value of the Company’s shares in Qualstar was approximately $4.6 million at March 31, 2015.

~~The~~During ~~investment in Qualstar is accounted for using~~ the ~~equity method~~quarter asended ~~prescribed~~March by31, ~~Accounting Standard Codification Section 323~~2015, ~~under which~~ the Company’s ~~carrying~~recorded a ~~amount~~loss ofon its investment in ~~common~~Qualstar ~~stock~~ of ~~Qualstar~~approximately is$62,000. These ~~the~~losses ~~initial~~do ~~cost~~not ~~adjusted~~include ~~for~~ the ~~Company’s~~quarterly ~~share~~results of Qualstar’s as ~~earnings~~of ~~and~~March ~~losses~~31, ~~and~~ ~~further~~2015, ~~adjusted~~as ~~for~~Qualstar’s ~~any~~financial ~~distributions~~statements orwere ~~dividends.~~not Atavailable ~~September~~at ~~30, 2014~~ the ~~Company~~time ~~held 2,815,120~~we ~~common~~prepared ~~shares~~our offinancial statements. ~~Qualstar~~Therefore, ~~representing~~all ~~approximately 22.97%~~balances ofrelated to the ~~outstanding~~Company’s ~~shares. The~~ investment in Qualstar ~~was~~are ~~approximately~~recorded ~~$478,000 at~~on ~~September~~a ~~30,~~three ~~2014.~~month ~~The~~(quarterly) ~~market~~lag. ~~value~~This lag ofis ~~the~~consistent ~~Company’s~~from ~~shares~~period into ~~Qualstar was approximately $3~~period.~~4 million at September 30, 2014.~~

~~During~~b) ~~the~~Investment ~~quarter ended September 30, 2014, the Company recorded a loss on its investment~~ in Qualstar of approximately $156,000. These losses do not include the quarterly results of Qualstar as of September 30, 2014, as Qualstar’s financial statements are not typically available at the time we prepare our financial statements. Therefore, all balances related to the Company’s investment in Qualstar are recorded on a three month (quarterly) lag. This lag is consistent from period to period. The financial results for Qualstar’s quarter ended September 30, 2014 were not available prior to the preparation of our financial statements.Interlink

b)At ~~Marketable~~March ~~Securities~~31, 2015, the Company holds 691,020 shares of Interlink Electronics which represents approximately 11.8% of Internlink’s outstanding shares. Since, Steven Bronson, BKF’s Chairman is also the Chief Executive Officer of Interlink Electronics and can significantly influence the operational decisions at Interlink, the Company made a change in its accounting for this investment from available-for-sale securities to the equity method. The change in accounting methods did not have a material impact on the financial statements for the previously reported earnings-per-share. The retroactive application of the equity method resulted in an immaterial change to retained earnings at March 31, 2014. In addition, the basic and diluted earning per share did not change.

AsThe ofinvestment ~~September~~in ~~30,~~Interlink ~~2014,~~Electronics ~~the~~is ~~Company~~accounted ~~held~~for ~~shares of Interlink~~using ~~Electronics.~~the ~~The~~equity ~~fair~~method ~~market~~as ~~value~~prescribed ofby ~~these~~Accounting ~~shares~~Standard ~~was~~Codification ~~approximately~~Section $2323,~~123,000~~ atunder ~~September~~which ~~30, 2014. For~~ the ~~three~~Company’s ~~and~~carrying ~~nine months~~amount ~~ended~~of ~~September~~its ~~30,~~investment ~~2014,~~in ~~the~~common ~~unrealized~~stock ~~gains~~of onInterlink ~~these~~is ~~shares~~the ~~reported~~initial incost ~~other~~adjusted ~~comprehensive~~for ~~income,~~the ~~was~~Company’s ~~approximately~~share ~~$208,000~~of Qualstar’s earnings and ~~$814~~losses,~~000,~~ ~~respectively.~~and ~~During~~further ~~the~~adjusted ~~nine~~for ~~months~~any ~~ended~~distributions ~~September~~or ~~30,~~dividends. ~~2014~~At March 31, 2015 the Company ~~sold 4~~held 691,~~975~~200 common shares ~~for~~of ~~net~~Interlink, ~~proceeds~~representing of approximately 11.8% ~~$44,000~~of ~~resulting~~the inoutstanding ~~realized~~shares. ~~gains~~The ofinvestment ~~approximately~~in Interlink was approximately $~~35,000~~2.5 ~~Steven~~million ~~Bronson,~~at ~~BKF’s~~March ~~Chairman~~31, ~~CEO~~2015. ~~and~~The ~~majority shareholder~~market isvalue ~~also~~of the ~~Chief~~Company’s ~~Executive~~shares ~~Officer~~in of Interlink ~~Electronics~~was approximately $6.2 million at March 31, 2015.

During the quarter ending March 31, 2015, the Company recorded a gain on its investment in Interlink of approximately $93,000. These gains do not include the quarterly results of Interlink as of March 31, 2015, as Interlink’s financial statements were not available at the time we prepared our financial statements. Therefore, all balances related to the Company’s investment in Interlink are recorded on a three month (quarterly) lag. This lag is consistent from period to period.

BKF CAPITAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

3. Concentrations

The Company had amounts in excess of $250,000 in a single bank during the year. Amounts over $250,000 are not insured by the Federal Deposit Insurance Corporation. These balances fluctuate during the year and can exceed this $250,000 limit. Management regularly monitors the financial institution, together with its cash balances, and tries to keep this potential risk to a minimum.

4. Commitments and Contingencies

The Company could be subject to a variety of claims, suits and proceedings that arise from time to time, including actions with respect to contracts, regulatory compliance and public disclosure. These actions may be commenced by a number of different constituents, including vendors, former employees, regulatory agencies, and stockholders. The following is a discussion of the more significant matters involving the Company.

The Company is a defendant in a lawsuit for claims for alleged services in the amount of approximately $171,000. The complaint was filed in the New York State Supreme Court and alleges a claim for breach of contract against BAM for alleged goods and services delivered to BAM. The Company is vigorously defending this action. The Company has no specific reserve for this action.

5. Control

As of ~~September~~March 3031, ~~2014~~2015 Mr. Bronson beneficially owns 4,~~410~~505,~~649~~100 shares of the Company's common stock. Mr. Bronson's beneficial ownership represents approximately 5960.3% of the Company's issued ~~and~~ and outstanding shares of common stock. Accordingly, Mr. Bronson has effective control of the Company. In the election of directors, stockholders are not entitled to cumulate their votes for nominees. Thus, as a practical matter, Mr. Bronson may be able to elect all of the Company's directors and otherwise direct the affairs of the Company.

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q ~~contains~~ contains certain statements that are not historical facts, including, most importantly, information concerning possible or assumed future results of operations of BKF Capital Group, Inc. (the "Company") and statements preceded by, followed by or that include the words "may," "believes," "expects," "anticipates," or the negation thereof, or similar expressions, which constitute "forward-looking statements" within the meaning of the Section 27A of the Securities Act of 1933 and Section 21E (the "Reform Act") ~~and Section 21E~~ of the Securities Exchange Act of 1934 (the "Exchange Act"). For those statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are based on the Company's current expectations and are susceptible to a number of risks, uncertainties and other factors, including the risks specifically enumerated in Company's Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014, and the Company's actual results, performance and achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. The Company will not undertake and specifically declines any obligation to publicly release the result of any revisions, which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. In addition, it is the Company's policy generally not to make any specific projections as to future earnings, and the Company does not endorse any projections regarding future performance that may be made by third parties.

The following discussion and analysis provides information which the Company's management believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report, as well as the Company's Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014.

Background

BKF was incorporated in Delaware in 1954. The Company's securities trade on the over the counter market under the symbol "BKFG." The Company operates through its wholly-owned subsidiaries, BKF Investment Group, Inc., formerly known as BKF Management Co., Inc. ("BIG") and BKF Asset Holdings, Inc. (“BKF Holdings”) all of which are collectively referred to herein as the "Company" or "BKF." The consolidated financial statements of BKF, ~~include~~ BIG and BIG's two wholly owned subsidiaries BKF Advisors, Inc. (“BKF Advisors”) and BKF Asset Management, Inc., ("BAM") and BAM's two wholly-owned subsidiaries, BKF GP, Inc. (“BKF GP”) and LEVCO Securities, Inc. ("LEVCO Securities"). On November 27, 2012 LEVCO Securities was dissolved. There were no affiliated partnerships in BKF's September 30, 2014 consolidated financial statements.

Historically the Company operated in the investment advisory and asset management business entirely through BAM, which was a registered investment adviser with the Securities and Exchange Commission ("SEC"). BAM specialized in managing equity portfolios for institutional investors through its long-only equity and alternative investment strategies. BAM withdrew its registration as a registered investment advisor on December 19, 2006 and ceased operating in the investment advisory and asset management business. LEVCO Securities, a subsidiary of BAM, was a broker dealer registered with the SEC and a member of the National Association of Securities Dealers, Inc. (now known as the Financial Industry Regulatory Authority). LEVCO Securities withdrew its registration as a broker-dealer on November 30, 2006 and ceased operating as a broker dealer. BKF GP, Inc., the other subsidiary of BAM, acts as the managing general partner of several affiliated investment partnerships which have been in the process of being liquidated and dissolved since 2006.

Since January 1, 2007, the Company has had no operating business and no assets under management. The Company's principal assets consist of a significant cash position, investments in securities, sizable net operating tax losses to potentially carry forward, and its status as a publicly traded Exchange Act reporting company. BKF's current revenue stream will not be sufficient to cover BKF's ongoing expenses, however the Company has enough cash to continue in operation beyond the upcoming year.

Plan of Operations

On August 2, 2012, the Company issued a press release disclosing that the Company plans to create an asset management platform with investment vehicles that focus on areas of portfolio management that typically receive less attention from investors but also present unique investment opportunities. The Company is also engaged in seeking to arrange an acquisition, with an operating business with revenues, at least three years of operating history and unique value opportunities. The Press Release is attached as an exhibit to the Company’s Current Report on Form 8-K, dated August 3, 2012.

In September 2012, the Company changed the name of its subsidiary BKF Management Co., Inc. to BKF Investment Group, Inc. and formed a wholly owned subsidiary, BKF Advisors, Inc. (“BKF Advisors”). BKF Advisors has registered as an investment advisor with the State of Florida and the State of California. Effective April 1, 2014, BKF Advisors terminated its registration as an investment advisor in the State of Florida. The Company expects that BKF Advisors will act as the investment advisor to the BKF ~~Small~~Technology ~~Cap Growth and Income~~ Fund, L.P., a newly formed Delaware limited partnership that plans to engage as an investment fund (the “Partnership”). BAM is the general partner of the Partnership.

The Company expects to seed the Partnership which expects to focus on small-cap and micro-cap companies with a value based approach to investing. Thereafter, the Company intends to grow its asset management business by acquiring or seeding other alternative investment funds with unique investment strategies and/or emerging portfolio managers. The Company’s goal is to grow revenues and income over time and achieve valuation multiples in line with other publicly-traded comparable companies. The Company expects to create value for its shareholders by rebuilding its asset management operations, and expects to earn fee income for assets under management, performance fees upon successfully liquidating investments and from its proprietary capital investments in the investment funds for which BKF acts as the general partner. Moreover, the Company has substantial net operating loss carry-forwards that it may be able to use to offset future profits and thereby minimize tax liabilities.

The Company is also seeking to arrange for a merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity. The Company shall endeavor to utilize some or all of the Company's net operating loss carryforwards in connection with a business combination transaction; however, there can be no assurance that the Company will be able to utilize any of its net operating loss carryforwards. The Company has not identified a viable operating entity for a merger, acquisition, business combination or other arrangement, and there can be no assurance that the Company will ever successfully arrange for a merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity.

The Company anticipates that the selection of a business opportunity will be a complex process and will involve a number of risks, because potentially available business opportunities may occur in many different industries and may be in various stages of development. Due in part to depressed economic conditions in a number of geographic areas and shortages of available capital, management believes that there are numerous firms seeking either the additional capital which the Company has or the benefits of a publicly traded corporation, or both. The perceived benefits of a publicly traded corporation may include facilitating or improving the terms upon which additional equity financing may be sought, providing liquidity for principal shareholders, creating a means for providing incentive stock options or similar benefits to key employees, providing liquidity for all shareholders and other factors.

In some cases, management of the Company will have the authority to effect acquisitions without submitting the proposal to the shareholders for their consideration. In some instances, however, the proposed participation in a business opportunity may be submitted to the shareholders for their consideration, either voluntarily by the Board of Directors to seek the shareholders' advice and consent, or because of a requirement of State law to do so.

In seeking to arrange a merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity, the Company's objective will be to obtain long-term capital appreciation for the Company's shareholders. There can be no assurance that the Company will be able to complete any merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity.

The Company may need additional funds in order to effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity, although there is no assurance that the Company will be able to obtain such additional funds, if needed. Even if the Company is able to obtain additional funds there is no assurance that the Company will be able to effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity.

Qualstar Investment

On December 17, 2010, the Company purchased 1,500,000 shares of Qualstar Corporation ("Qualstar") common stock in a privately negotiated transaction at the price of $1.55 per share or the total aggregate amount of $2,325,000 (the “2010 Purchase”). Qualstar is a diversified electronics manufacturer specializing in data storage, power supplies and computer pointing devices. Qualstar's products are known throughout the world for high quality and Simply Reliable designs that provide years of trouble-free service. The securities of Qualstar are traded on NASDAQ under the symbol "QBAK." The registrant purchased the Qualstar shares from Richard A. Nelson and Kathleen R. Nelson as Co-Trustees of the Nelson Family Trust U/A DTD 01/19/2000. Richard A. Nelson is an officer and director of Qualstar. Following the 2010 Purchase, BKF owned approximately 12.2% of issued and outstanding shares of Qualstar. The Company previously disclosed its acquisition of shares of Qualstar in Current Report on Form 8-K filed on December 23, 2010. Following the December 17, 2010 transaction BKF increased its Qualstar holdings through open market transactions.

On February 15, 2012 BKF sent a letter to the Qualstar board of directors, which was attached as an exhibit to the Company’s Schedule 13D filing on February 21, 2012. In the February 15, 2012 letter, BKF suggested steps that the Qualsar board can and should take to maximize shareholder value. The Qualstar board did not discuss the ~~Feburary~~February 15, 2012 letter with BKF and it failed to take any of the requested actions. In or about May 2012, BKF launched a proxy contest to remove and replace the board of directors of Qualstar. See BKF’s Definitive Proxy Statement on Schedule 14A, filed on June 6, 2012, which is incorporated herein by reference. The special meeting of the shareholders of Qualstar occurred on June 20, 2012. While BKF’s proposals did receive approval of the majority of the votes cast at the meeting, they did not receive approval from a majority of the outstanding shares, which was required to remove the incumbent Qualstar board.

On January 17, 2013, BKF sent a letter (the “Notice”) to the Qualstar Board, notifying Qualstar Board that in accordance with Section 6 of Article II of Qualstar’s Bylaws, as amended and restated as of March 24, 2011, BKF Capital intends to nominate six (6) directors to serve on Qualstar’s Board of Directors at the 2013 Annual Meeting of Shareholders. Specifically, in the Notice, BKF nominated the following persons for election to Qualstar’s Board of Directors at the 2013 Annual Meeting of Shareholders: Steven N. Bronson, Edward J. Fred, Sean M. Leder, David J. Wolenski, Alan B. Howe and Maria Fregosi.

On ~~January~~June 306, 2013, BKF ~~announced~~filed aits ~~partial~~definitive ~~tender~~proxy ~~offer~~statement tofor ~~purchase up 3,000,000 shares of~~ Qualstar’s ~~common~~2013 ~~stock~~Annual atMeeting ~~a purchase price~~ of ~~$1.65~~Shareholders ~~per share~~ (the “~~PTO~~Qualstar Meeting”)~~, which~~ ~~was~~to abe ~~19%~~held ~~increase above the share price of Qualstar’s common stock~~ on ~~the day before the offering was announced. The~~June ~~PTO provided that BKF would purchase a minimum of 1~~28,~~000,000~~ ~~shares in the PTO~~2013. In ~~connection~~its ~~with~~proxy ~~the~~statement ~~PTO,~~ BKF ~~filed~~nominated afive ~~Scheduled TO~~(5) onpersons ~~January~~to ~~30,~~be ~~2013,~~elected ~~which~~to ~~is incorporated herein by reference. On February 5, 2013,~~ the board of directors of Qualstar. ~~adopted a~~At ~~poison~~the ~~pill~~Qualstar Meeting, in the ~~form~~shareholders of aQualstar ~~rights~~voted ~~plan~~to ~~that~~elect ~~would~~BKF beCapital’s ~~triggered~~nominees into the ~~event~~board ~~that~~of ~~BKF~~directors ~~purchased~~of ~~any additional shares~~Qualstar. ~~After~~On July ~~analyzing~~3, ~~the~~2013, ~~poison~~Steven ~~pill~~N. ~~adopted~~Bronson, byour ~~the~~Chairman, ~~Qualstar~~CEO ~~board of directors~~ and ~~the~~President, ~~likelihood~~was ~~that~~appointed ato ~~court~~serve ~~would~~as ~~strike~~Qualstar’s ~~down~~Chairman ~~the~~and ~~poison~~interim CEO ~~pill,~~and onPresident. ~~February~~In ~~11,~~August 2013, ~~BKF~~Qualstar ~~announced~~reimbursed ~~that~~BKF itfor ~~would~~the ~~withdraw~~costs and ~~terminate~~expenses ~~the~~incurred ~~PTO.~~in In connection with the ~~termination~~2012 ofproxy ~~the~~contest ~~PTO,~~and ~~BKF~~the ~~filed~~2013 aproxy ~~Schedule~~contest ~~14A~~in onthe ~~February~~aggregate ~~11,~~amount ~~2013,~~of ~~which is incorporated herein by reference~~$356,000.

At March 31, 2015, the Company held 3,095,875 common shares of Qualstar consisting of 1,500,000 shares owned directly by the Company, and an additional 1,595,875 shares owned through BKF Asset Holdings, Inc., a wholly owned subsidiary of the Company, representing approximately 25.27% of the issued and outstanding shares of Qualstar. The Company holds the shares of Qualstar for investment purposes and is currently considering its options. On April 17, 2015, the Company transferred 1,500,000 shares of Qualstar common stock to BKF Asset Holdings, Inc., its wholly owned subsidiary.

On June 6, 2013, BKF filed its definitive proxy statement for Qualstar’s 2013 Annual Meeting of Shareholders (the “Qualstar Meeting”) to be held on June 28, 2013. In its proxy statement BKF nominated five (5) persons to be elected to the board of directors of Qualstar. Specifically, BKF nominated Steven N. Bronson, Sean M. Leder, David J. Wolenski, Alan B. Howe and Dale E. Wallis. At the Qualstar Meeting, the shareholders of Qualstar voted to elect BKF Capital’s nominees to the board of directors of Qualstar. Specifically, the Qualstar shareholders elected the following persons to serve on the Qualstar board of directors: Steven N. Bronson, Sean M. Leder, David J. Wolenski, Alan B. Howe and Dale E. Wallis. On July 3, 2013, Steven N. Bronson, our Chairman, CEO and President, was appointed to serve as Qualstar’s Chairman and interim CEO and President. In August 2013, Qualstar reimbursed BKF for the costs and expenses incurred in connection with the 2012 proxy contenst and the 2013 proxy contest in the aggregate amount of $356,000.

At September 30, 2014 the Company held 2,815,120 common shares of Qualstar representing approximately 22.97% of the issued and outstanding shares of Qualstar. The Company holds the shares of Qualstar for investment purposes and is currently considering its options. The Company is in the process of transferring its holdings of Qualstar shares into its wholly owned subsidiary BKF Asset Holdings, Inc.

RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations is based on the Consolidated Statements of Financial Condition and Consolidated Statements of Operations for BKF Capital Group, Inc. and Subsidiaries.

Income

Total income for the three months ended ~~September~~March 3031, ~~2014~~2015, was $31,000 compared to $102,000 in the same period in ~~2013~~2014, the decrease of $71,000 was primarily due to other income.

Total income for the nine months ended September 30, 2014, was $40,000 compared to $30,000 in the same period in 2013, the increase was primarily due to realized gains from the sale of Interlink stocks.

Expenses

Total expenses for the three months ended ~~September~~March 3031, ~~2014~~2015, was approximately $7633,000, reflecting a decrease of 6448% from $~~214~~64,000 in expenses in the same period in ~~2013~~2014. ~~The~~ The decrease was primarily related to a decrease in professional fees related to the proxy contest concerning Qualstar ~~in the three months ended September 30, 2013~~.

Total expenses for the nine months ended September 30, 2014, was approximately $203,000, reflecting an decrease of 69% from $656,000 in expenses in the same period in 2013. The decrease was primarily related to a decrease in professional fees related to the partial tender offer and proxy contest concerning Qualstar in the nine months ended September 30, 2013.

Other Income and Loss

~~Loss~~For onthe ~~equity~~three ~~investment~~months ~~for~~ended ~~the~~March ~~three~~31, ~~and~~2015 ~~nine~~the ~~months~~Company ~~ended~~recorded ~~September~~a 30gain ~~2014~~of ~~was~~ approximately $~~156~~31,000 ~~and~~on ~~$711,000~~equity investments as compared to a loss of $~~629~~58,000 ~~and $1,471,000~~ for the three months ~~and nine months~~ ended ~~September~~March 3031, ~~2013~~2014. This ~~The~~is ~~decrease~~the isresult ~~primarily~~of ~~attributable~~losses related to ~~the~~Qualstar ~~curtailment~~ of ~~expenses~~$62,000 being offset by ~~Qualstar~~income from Interlink of $93,000.

Net Income/Net Loss

Net loss for the three months ended ~~September~~March 3031, ~~2014~~2015 was $~~229~~1,000, as compared to a net loss of $~~438~~120,000 in the same period in ~~2013~~2014.

~~Net Loss for the nine months ended September 30, 2014 was $874,000, as compared to a net loss of $1,702,000 in the same period in 2013.~~14

LIQUIDITY AND CAPITAL RESOURCES

BKF's current assets as of ~~September~~March 3031, ~~2014,~~ 2015, consist primarily of cash and investments.

While BKF has historically met its cash and liquidity needs through cash generated by operating activities, cash flow from current activities may not be sufficient to fund operations in the future. BKF will use a portion of its existing working capital for such purposes.

At ~~September~~March 3031, ~~2014~~2015, BKF had cash and ~~cash~~ cash equivalents of $4.2.7 million, compared to $53.91 million of cash and cash equivalents at December 31, ~~2013~~2014.

OFF BALANCE SHEET RISK

There has been no material change with ~~respect~~ respect to the off balance sheet risk incurred by the Company since ~~September~~March 3031, ~~2014~~2015.

Item 4. Controls and Procedures

We maintain "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our principal executive officer to allow timely decisions regarding required disclosure.

Evaluation of disclosure and controls and procedures.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer, of the effectiveness of the design and operation of the Company's Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on the evaluation, the Company's Principal Executive Officer has concluded that the Company's disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that the Company’s disclosure controls and procedures are operating in an effective manner to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

Changes in internal controls over financial reporting.

There have been no changes in Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during Company's most recent quarter that has materially affected, or is reasonably likely to materially affect, Company's internal control over financial reporting.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only reasonable assurance that the Company's controls will succeed in achieving the stated goals under all potential future conditions.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is a defendant in a lawsuit for claims for alleged services in the amount of approximately $171,000. The complaint was filed in the New York State Supreme Court, New York County and is entitled: Thomson Financial, LLC v. BKF Asset Management, Inc. and assigned Index No. 601390/09. In the action Thomson Financial alleges a claim for breach of contract against BAM for alleged goods and services delivered to BAM. The Company is vigorously defending this action. The Company has not recorded a liability reserve because the Company does not believe it will be held liable in the action.

The Company's management is unaware of any other material existing or pending legal proceedings or claims against the Company.

Item 5. Other Information.

The regulatory scope of the Investment Company Act of 1940, as amended (the "40 Act"), which was enacted principally for the purpose of regulating vehicles for pooled investments in securities, extends generally to companies engaged primarily in the business of investing, reinvesting, owning, holding or trading in securities. The 40 Act may, however, also be deemed to be applicable to a company which does not intend to be characterized as an investment company but which, nevertheless, engages in activities which may be deemed to be within the definitional scope of certain provisions of the 40 Act. The Company believes that its investment strategy may subject the Company to regulation under the 40 Act. If the Company is deemed to be an investment company, the Company may be forced to divest its investments or become subject to certain restrictions relating to the Company's activities, including restrictions on the nature of its investments and the issuance of securities. In addition, the 40 Act imposes certain requirements on companies deemed to be within its regulatory scope, including registration as an investment company, adoption of a specific form of corporate structure and compliance with certain burdensome reporting, record keeping, voting, proxy, disclosure and other rules and regulations. In the event of the characterization of the Company as an investment company, the failure by the Company to satisfy such regulatory requirements, whether on a timely basis or at all, would, under certain circumstances, have a material adverse effect on the Company. It is the Company’s position that it is not an investment company required to be registered under the 40 Act.

Effective ~~May~~March 1, ~~2014~~2015 BKF Capital Group, Inc. (“BKF”) relocated its principal offices to ~~3990-B~~31248 ~~Heritage~~ Oak ~~Court~~Crest Drive, ~~Simi~~Suite ~~Valley~~110, ~~California~~Westlake ~~93063~~Village, California 91361 (the “Premises”). BKF occupies the Premises pursuant to a license agreement, dated ~~May~~March 1, ~~2014~~2015 (the “License Agreement”) between BKF and ~~Qualstar~~Interlink ~~Corporation~~Electronics, Inc. (“~~Qualstar~~Interlink”). BKF’s new telephone number is (805) 416-~~7100~~7054. Pursuant to the License Agreement, BKF licenses one furnished office at the Premises. BKF also has access to a telephone line and other services as described in the License Agreement. BKF shall pay a license fee to ~~Qualstar~~Interlink of $1412,~~400~~000 per annum, or $1,~~200~~000 per month, for use of the Premises. Steven N. Bronson, BKF’s Chairman, CEO and majority shareholder, is also the Chairman, President and CEO of ~~Qualstar~~Interlink. A copy of the License Agreement is attached to the Company’s Current Report on Form 8-K, dated ~~May~~March 14, ~~2014~~2015, as Exhibit 10.43, and is incorporated herein by reference. Effective March 1, 2015, the Company licensed a portion of the Premises to two companies affiliated with Steven N. Bronson. Specifically, the Company licensed office space and use of the Premises to 4Net Software, Inc. and Ridgefield Acquisition Corp. for a license fee of $50 per month each.

Item 6. Exhibits.

a. Exhibits

The following exhibits are hereby filed as part of this Quarterly Report on Form 10-Q or incorporated herein by reference.

Exhibit
Number		Description ~~of Document~~
31*		Section 302 Certification of Chief Executive Officer
31* —		Section 302 Certification of Principal Executive Officer and Principal Financial Officer
32*		Section 906 Certification of Chief Executive Officer
32* —		Section 906 Certification of Principal Executive Officer and Principal Financial Officer
101.INS*		XBRL Instance Document
101.INS* —		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema
101.SCH* —		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase
101.CAL* —		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase
101.DEF* —		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase
101.LAB* —		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~November~~May 1413, ~~2014~~2015

	BKF CAPITAL GROUP, INC.

	By:	/s/ Steven N. Bronson
		Steven N. Bronson,
		Chief Executive Officer,
		as Registrant's duly authorized
		officer

EXHIBIT INDEX

The following exhibits are filed herewith:

Exhibit
Number		Description of Document
31*		Section 302 Certification of Chief Executive Officer
32*		Section 906 Certification of Chief Executive Officer
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase
101.DEF*		XBRL Taxonomy Extension Definition Linkbase
101.LAB*		XBRL Taxonomy Extension Label Linkbase
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

* Filed herewith.

Filing Compare · BKF CAPITAL GROUP INC