-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EIkG7wj4T+0D4Kum4LPwMadN4zdDVzKy5mWj+GAxI551BXRvcRH9QqYf5nhw9BWs JK8fPCAAqLpKj7oibnGDgQ== 0001144204-05-031102.txt : 20051007 0001144204-05-031102.hdr.sgml : 20051007 20051007113120 ACCESSION NUMBER: 0001144204-05-031102 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051007 DATE AS OF CHANGE: 20051007 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GVI SECURITY SOLUTIONS INC CENTRAL INDEX KEY: 0001021444 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 770436410 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-50323 FILM NUMBER: 051128742 BUSINESS ADDRESS: STREET 1: 1621 WEST CROSBY STREET 2: SUITE 104 CITY: CARROLLTON STATE: TX ZIP: 75006 BUSINESS PHONE: 9722457353 MAIL ADDRESS: STREET 1: 1621 WEST CROSBY STREET 2: SUITE 104 CITY: CARROLLTON STATE: TX ZIP: 75006 FORMER COMPANY: FORMER CONFORMED NAME: THINKING TOOLS INC DATE OF NAME CHANGE: 19960823 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GVI SECURITY SOLUTIONS INC CENTRAL INDEX KEY: 0001021444 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 770436410 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1621 WEST CROSBY STREET 2: SUITE 104 CITY: CARROLLTON STATE: TX ZIP: 75006 BUSINESS PHONE: 9722457353 MAIL ADDRESS: STREET 1: 1621 WEST CROSBY STREET 2: SUITE 104 CITY: CARROLLTON STATE: TX ZIP: 75006 FORMER COMPANY: FORMER CONFORMED NAME: THINKING TOOLS INC DATE OF NAME CHANGE: 19960823 SC 13G 1 v026878_13g.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2
(Amendment No. ____)*

GVI Security Solutions, Inc.

(Name of Issuer)
 
Common Stock, $.001 par value per share

(Title of Class of Securities)
 
36242E101

(CUSIP Number)
 
October 6, 2005*

(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
 
x Rule 13d-1(c)
 
o Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes) .
 
*THE FILING PERSONS PREVIOUSLY REPORTED ON SCHEDULE 13D. NO OWNERSHIP CHANGE IS BEING REPORTED HEREIN.
 

 
             
13G
CUSIP No. 36242E101 Page 2 of  9

  1. Name of Reporting Person:
Woodman Management Corporation
I.R.S. Identification Nos. of above persons (entities only):

  2.
Check the Appropriate Box if a Member of a Group:
Joint Filer
    (a) o  
    (b) o  

  3. SEC Use Only:

  4. Citizenship or Place of Organization:
California

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
0

6. Shared Voting Power:
3,966,564

7. 0

8. Shared Dispositive Power:
3,966,564

  9. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,966,564

  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:*
o

  11. Percent of Class Represented by Amount in Row (9):
7.9%

  12. Type of Reporting Person:*
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!


 
             
13G
CUSIP No. 36242E101 Page 3 of  9

  1. Name of Reporting Persons:
David Weiner
I.R.S. Identification No. of above persons (entities only):

  2.
Check the Appropriate Box if a Member of a Group:
Joint Filer
    (a) o  
    (b) o  

  3. SEC Use Only:

  4. Citizenship or Place of Organization:
USA

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.
Sole Voting Power:
50,000

6. Shared Voting Power:
4,299,897

7. Sole Dispositive Power:
50,000

8. Shared Dispositive Power:
4,299,897

  9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,349,897

  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:*
o

  11. Percent of Class Represented by Amount in Row (9):
8.6%

  12. Type of Reporting Person:*
IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
             
13G
CUSIP No. 36242E101 Page 4 of  9
Item 1(a)  Name of Issuer:

  GVI Security Solutions, Inc.

Item 1(b)  Address of Issuer’s Principal Executive Offices:

  2801 Trade Center Drive, Suite 120
Carrollton, Texas 75007

Item 2(a)  Names of Persons Filing:
 
 
Woodman Management Corporation (“Woodman”)
David Weiner (“Weiner”)

Item 2(b)  Address of Principal Business Office, or if None, Residence:

  The principal business address for each of Woodman and Weiner is c/o W-Net, Inc., 3490 Laurel Canyon Boulevard, Suite 327, Studio City, California 91604

Item 2(c)  Citizenship:

 
Woodman is a Corporation formed and existing under the laws of the State of California.
Weiner is a citizen of the United States.

Item 2(d)  Title of Class of Securities:

 
This statement on Schedule 13G is being filed with respect to Common Stock, $0.001 par value per share (the “Common Stock”) of the Issuer.

Item 2(e)  CUSIP Number:

  36242E101
 
Item 3  If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: NOT APPLICABLE
             
  (a)   o   Broker or dealer registered under section 15 of the Exchange Act (15 U.S.C. 78o);
  (b)   o   Bank as defined in section 3(a)(6) of the Exchange Act (15 U.S.C. 78c);
  (c)   o   Insurance company as defined in section 3(a)(19) of the Exchange Act (15 U.S.C. 78c);
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f)   o   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g)   o   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 

 
             
13G
CUSIP No. 36242E101 Page 5 of  9

Item 4 
Ownership:
 
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

  (a)  
Amount beneficially owned:
 
      As of the date of this filing:
 
     
Woodman beneficially owned 3,966,564 Shares of the Issuer’s Common Stock which includes 3,030,130 shares of the Issuer’s Common Stock owned by GVI Acquisition LLC, a California limited liability company (“Acquisition”). As a member of Acquisition, Woodman may be deemed to beneficially own those shares that are owned by Acquisition.
 
     
Weiner beneficially owned 4,349,897 Shares of the Issuer’s Common Stock consisting of (i) the 3,966,564 shares of the Issuer’s Common Stock owned by Woodman; (ii) options to purchase 50,000 shares of the Issuer’s Common Stock which may be exercised within 60 days from the date of this Schedule 13G; and (iii) immediately exercisable warrants to purchase 333,333 shares of the Issuer’s Common Stock at an exercise price of $1.50 per share owned by W-net, Inc., a California corporation (“W-net”). Weiner is the sole shareholder of each of Woodman and W-net and as such may be deemed to beneficially own those shares that are owned by Woodman and W-net.
 
  (b)  
Percent of class: As of the date of this filing (taking into consideration that as of August 9, 2005 there were 50,124,251 shares of the Issuer’s common stock issued and outstanding):
 
     
The 3,966,564 Shares of the Issuer’s Common Stock beneficially owned by Woodman constituted 7.9% of the Shares outstanding.
     
     The 4,349,897 Shares of the Issuer’s Common Stock beneficially owned by Weiner constituted 8.6% of the Shares outstanding.
 

             
13G
CUSIP No. 36242E101 Page 6 of  9

  (c)   Number of shares as to which each person has:

  (i)   sole power to vote or to direct the vote:
 
      Weiner has the sole power to vote or direct the vote of the 50,000 shares of the Issuer’s Common Stock directly owned by him.
 
  (ii)   shared power to vote or to direct the vote:
 
     
Weiner, Acquisition and Woodman share with the other member and manager of Acquisition and their respective affiliates, the power to vote or to direct the vote of the 3,030,130 shares of the Issuer’s Common Stock owned directly by Acquisition.
     
   
Weiner and Woodman share the power to vote or to direct the vote of the 936,434 shares of the Issuer’s Common Stock owned directly by Woodman.
     
    Weiner shares with W-net the power to vote or direct the vote of the 333,333 shares of Common Stock issuable upon exercise of the warrants owned directly by W-net.
 
  (iii)   sole power to dispose or to direct the disposition of:
 
      Weiner has the sole power to dispose or direct the disposition of the 50,000 shares of the Issuer’s Common Stock directly owned by him.
 
  (iv)   shared power to dispose or to direct the disposition of:
 
     
Weiner, Acquisition and Woodman share with the other member and manager of Acquisition and their respective affiliates, the power dispose of or to direct the disposition of the 3,030,130 shares of the Issuer’s Common Stock owned directly by Acquisition.
     
    Weiner and Woodman share the power to dispose of or to direct the disposition of the 936,434 shares of the Issuer’s Common Stock owned directly by Woodman.
     
   
Weiner shares with W-net the power to dispose or direct the disposition of the 333,333 shares of Common Stock issuable upon exercise of the warrants owned directly by W-net.
 

             
13G
CUSIP No. 36242E101 Page 7 of  9
Item 5  Ownership of 5% or Less of a Class:

 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following o.
  Not applicable.

Item 6  Ownership of More than 5% on Behalf of Another Person:

  Not applicable.

Item 7  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

  Not applicable.
 
Item 8  Identification and Classification of Members of the Group:

  Not applicable.

Item 9  Notice of Dissolution of Group:

  Not applicable.

Item 10  Certification:
   
  The following certification shall be included if the statement is filed pursuant to Rule 13d-1(c):
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
   
 

             
13G
CUSIP No. 36242E101 Page 8 of  9
 
SIGNATURE

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

         
Dated: October 6, 2005 WOODMAN MANAGEMENT CORPORATION
 
 
  By:   /s/ David Weiner  
  Name:  David Weiner  
  Title: President  
       
       
Dated: October 6, 2005 /s/ David Weiner  
    David Weiner  
 
 

 
             
13G
CUSIP No. 36242E101 Page 9 of  9

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely fling of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

 

         
Dated: October 6, 2005 WOODMAN MANAGEMENT CORPORATION
 
 
  By:   /s/ David Weiner  
  Name:  David Weiner  
  Title: President  
       
       
Dated: October 6, 2005 /s/ David Weiner  
    David Weiner  
 
 

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