Attached files

file filename
EX-32 - CEO CERTIFICATION EXH 32.1 - Applied Visual Sciences, Inc.f200910ka1ceocertexh321.htm
EX-32 - CFO CERTIFICATION EXH 32.2 - Applied Visual Sciences, Inc.f200910ka1cfocertexh322.htm
EX-31 - CFO CERTIFICATION EXH 31.2 - Applied Visual Sciences, Inc.f200910ka1cfocertexh312.htm
EX-31 - CEO CERTIFICATION EXH 31.1 - Applied Visual Sciences, Inc.f200910ka1ceocertexh311.htm
EX-23 - INDEPENDENT AUDITOR CONSENT - KBL - Applied Visual Sciences, Inc.kblconsent10ka1exhibit231.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549


FORM 10-K/A


AMENDMENT NO. 1


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



 X       

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

For the Fiscal Year Ended December 31, 2009


    

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

For the transition period from __________ to __________


Commission File No. 000-28238



GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

(Exact Name of Registrant As Specified In Its Charter)




Delaware

 

54-1521616

(State Or Other Jurisdiction Of
Incorporation Or Organization)

 

(I.R.S. Employer Identification No.)



516 Herndon Parkway, Suite A, Herndon, Virginia  20170

(Address of Principal Executive Offices and Zip Code)


Registrant’s Telephone Number, Including Area Code: (703) 464-5495


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 per share



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ___ No  ü 


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes ___ No  ü 


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 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  ü    No ___




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [   ]


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 definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer [  ]    Accelerated Filer [  ] Non-Accelerated Filer [  ] Smaller Reporting Company [ü]


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

 Yes __ No  ü

      

The aggregate market value of the voting common equity held by non-affiliates based upon the average of bid and asked prices for the Common Stock on June 30, 2009, the last business day of the registrant’s most recently completed second fiscal quarter as quoted on the OTC Bulletin Board was approximately $12,544,655.


The number of shares outstanding of the registrant’s common stock, as of March 29, 2010, was 63,696,027.

 


DOCUMENTS INCORPORATED BY REFERENCE

None.  












EXPLANATORY NOTE


The undersigned Registrant hereby amends Item 15 of Part IV of the Registrant’s annual report on Form 10-K for the year ended December 31, 2009, for the sole purpose of filing Exhibit 23.1, Independent Auditors Consent.  We are not amending any other item of this report.





PART IV


ITEM 15.     EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


FINANCIAL STATEMENTS

The financial statements of the Company for the fiscal years covered by this Annual Report are located on page 102 of the Registrant’s Annual Report on Form 10-K, filed April 2, 2010.


(a) The following financial statements and those financial statement schedules required by Part IV, Item 15 hereof are filed as part of this report:


1. Financial Statements

Report of Independent Registered Public Accounting Firm,

Consolidated Balance Sheets as of December 31, 2009 and 2008,

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2009, and 2008,

Consolidated Statements of Stockholders’ Equity (Deficit) and Comprehensive Income (Loss) for the years ended December 31, 2009, and 2008,

Consolidated Statements of Cash Flows for the years ended December 31, 2009, and 2008,

Notes to Consolidated Financial Statements.


2. Financial Statement Schedules:


The financial statements are set forth under Part IV, Item 15 of the Registrant’s Annual Report on Form 10-K, filed April 2, 2010.  Financial statement schedules have been omitted since they are not required, not applicable, or the information is otherwise included.


(b) The following exhibits are filed as part of this Annual Report on Form 10-K/A1:


EXHIBITS


 

 

Incorporated by Reference From

 

Exhibit No.

Exhibit Description

Form


Filing Date


Filed

Herewith

2.1

Amended and Restated Agreement and Plan of Reorganization dated effective June 12, 2003, by and among the Company, RJL Marketing Services, Inc., and the shareholders of RJL Marketing Services, Inc.

8-K

06/27/2003

 

3.1

Certificate of Incorporation

10-KSB

04/15/2004

 

3.2

Articles of Amendment to Certificate of Incorporation

10-KSB

04/15/2004

 

3.3

Certificate of Designation of Rights and Preferences of Series A Convertible Preferred Stock.  

10-QSB

08/15/2003

 

3.4

Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock.

10-QSB

08/15/2003

 






3.5

Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock, dated September 24, 2003.   

10-QSB

11/14/2003

 

3.6

Certificate of Amendment to Certificate of Designation of Preferences and Rights of Series B Convertible Preferred Stock, dated October 27, 2003.

10-QSB

11/14/2003

 

3.7

Certificate of Amendment to Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock, dated November 24, 2004

10-KSB

5/15/2005

 

3.8

By-Laws

10-KSB

4/15/2004

 

4.1

Form of Common Stock Certificate

SB-2

3/22/1996

 

10.1

Employment Agreement, dated August 18, 2003, between the Registrant and William J. Donovan.  

10-QSB

11/14/2003

 

10.2

Asset Purchase Agreement, dated October 23, 2003, between the Registrant, Difference Engines Corporation and Certain Stockholders.

10-QSB

11/14/2003

 

10.3

Amended And Restated 2003 Stock Incentive Plan.

10-KSB

04/15/2004

 

10.4

Amended Employment Agreement, dated December 10, 2004, between the Registrant and Michael W. Trudnak.

8-K

12/20/2004

 

10.5

Placement Agreement, dated January 26, 2005 between the Registrant and Berthel Fisher & Company Financial Services, Inc.

8-K

2/02/2005

 

10.6

Form of Incentive Stock Option Award Agreement.

10-Q

8/12/2005

 

10.7

Form of Non-Qualified Stock Option Award Agreement.

10-Q

8/12/2005

 

10.8

Form of Systems Implementation Agreement.

10-Q

11/14/2005

 

10.9

Employment Agreement, dated December 21, 2005, between the Registrant and Mr. Gregory E. Hare

8-K

1/31/2006

 

10.10

Loan Agreement, dated April 21, 2006, by and between the Registrant and Mr. Michael W. Trudnak.

8-K/A

5/25/2006

 

10.11

Consulting Agreement, dated January 1, 2006, by and between Registrant and Redwood Consultants LLC.

10-Q

8/11/2006

 

10.12

Agreement, dated July 6, 2006, by and between Registrant and The Research Works, LLC

10-Q

8/11/2006

 

10.13

Reseller Agreement, dated July 25, 2006, by and between Registrant and Logos Imaging, LLC.

10-Q

8/11/2006

 

10.14

Securities Purchase Agreement, dated November 3, 2006, by and among Registrant and Certain purchasers.

8-K

11/8/2006

 

10.15

Form of Series A 10% Senior Convertible Debenture, due November 8, 2008.

8-K

11/8/2006

 

10.16

Form of Registration Rights Agreement by and among Registrant and Certain Purchasers.

8-K

11/8/2006

 

10.17

Form of Series D Common Stock Purchase Warrant Issued to Certain Purchasers.

8-K

11/8/2006

 

10.18

Placement Agent Agreement, dated July 14, 2006, by and between Registrant and Midtown Partners & Co., LLC.

8-K

11/8/2006

 

10.19

Form of Placement Agent’s Warrant issued to Midtown Partners & Co., LLC and its designees

8-K

11/8/2006

 

10.20

Distribution Agreement, dated August 20, 2006, by and between Registrant and MTS Delft.

10-Q

11/14/2006

 

10.21

Distribution Agreement, dated August 20, 2006, by and between Registrant and Calyx (UK) Limited.

10-Q

11/14/2006

 






10.22

Amendment Agreement, dated October 21, 2006, by and between Registrant and Mr. Michael W. Trudnak.

10-Q

11/14/2006

 

10.23

Amendment Agreement, dated November 10, 2006, by and between Registrant and Mr. Michael W. Trudnak.

10-Q

11/14/2006

 

10.24

Collaboration Agreement, dated March 23, 2007, by and between Registrant and Confirma, Inc.

10-Q

5/18/2007

 

10.25

Public and Investor Relations Agreement, dated May 8, 2007, by and between Registrant and Trilogy Capital Partners, Inc.

10-Q

8/17/2007

 

10.26

Software License Agreement, dated June 26, 2007, by and between Registrant and NAST.

10-Q

8/17/2007

 

10.27

Consultant Agreement, dated July 19, 2007, by and between Registrant and Medical Image Informatics.

10-Q

8/17/2007

 

10.28

Securities Purchase Agreement, dated August 6, 2007, by and among Registrant and Certain purchasers.

8-K

8/7/2007

 

10.29

Form of Series F and G Common Stock Purchase Warrant Issued to Certain Purchasers.

8-K

8/7/2007

 

10.30

Form of Non-Qualified Stock Option Award Agreement Issued to Certain Executive Officers Related to Continued Deferral of Salary

10-Q

11/13/2007

 

10.31

Strategic Alliance and Joint Development Agreement, dated October 16, 2007, by and between Registrant and with Control Screening, LLC, d/b/a AutoClear.

10-K

4/16/2008

 

10.32

Marketing License Agreement, dated November 1, 2007, by and between Registrant and EGC Informatics, Inc., d/b/a International Threat Detection Systems (“ITDS”).

10-K

4/16/2008

 

10.33

Consulting Agreement, dated July 19, 2008, by and between Registrant and BND Software.

8-K

7/22/2008

 

10.34

2009 Stock Compensation Plan, Adopted June 4, 2009

8-K

6/22/2009

 

10.35

Form of Non-Qualified Stock Option Award Agreement, 2009 Stock Compensation Plan

8-K

6/22/2009

 

10.36

Form of Restricted Stock Award Agreement, 2009 Stock Compensation Plan

8-K

6/22/2009

 

10.37

Form of Restricted Stock Rights Agreement, 2009 Stock Compensation Plan

8-K

6/22/2009

 

10.38

Amended Policy Independent Director Compensation, effective July 1, 2009

8-K

6/25/2009

 

10.39

Form of Independent Director Non-Qualified Stock Option Award Agreement

8-K

6/25/2009

 

10.40

2009 Stock Compensation Plan, amended and effective July 24, 2009

8-K

8/4/2009

 

10.41

Placement Agent Agreement, dated July 20, 2009, by and between Registrant and Grant Bettingen, Inc.

8-K

8/4/2009

 

10.42

Convertible Promissory Note, six month term

8-K

8/4/2009

 

14.1

Code of Ethics for Chief Executive Officer and Senior Financial Officers

10-KSB

4/15/2004

 

21

List of Subsidiaries.

10-K

4/2/2010

 

23.1

Consent of KBL, LLP

 

 

X

31.1

Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CEO)

 

 

X






31.2

Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CFO)

 

 

X

32.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CEO)

 

 

X

32.2

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CFO)

 

 

X




SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amended Report to be signed on its behalf by the undersigned, thereunto duly authorized.



 

GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

 

By:

/s/ Michael W. Trudnak

              Michael W. Trudnak

              Chief Executive Officer

              (Principal Executive Officer)

 

By:        /s/ Gregory E. Hare

              Gregory E. Hare

              Chief Financial Officer

              (Principal Financial and Accounting Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this Amended Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature

Title

Date

/s/ Michael W. Trudnak

Michael W. Trudnak

Chairman of the Board, Chief Executive Officer and Secretary, Director

(Principal Executive Officer)

April 9, 2010

/s/ William J. Donovan

William J. Donovan

President and Chief Operating Officer, Director

April 9, 2010

/s/ Gregory E. Hare

Gregory E. Hare

Chief Financial Officer

(Principal Financial and Accounting Officer)

April 9, 2010

/s/ Henry A. Grandizio

Henry A. Grandizio

Director

April 9, 2010

/s/ Sean W. Kennedy

Sean W. Kennedy

Director

April 8, 2010

/s/ Charles T. Nash

Charles T. Nash

Director

April 9, 2010