Post-Eff Amendment No. 1 to Form S-1: Midtown Financing

As filed with the Securities and Exchange Commission on June 5, 2008.

Registration No. 333-139591

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-1

POST-EFFECTIVE AMENDMENT NO. 1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

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GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

(Name of registrant as specified in its charter)

Delaware

7819

54-1521616

(State or jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code No.)

(I.R.S. Employer

Identification Number)

516 Herndon Parkway, Suite A, Herndon, Virginia 20170 (703) 464-5495

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

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Michael W. Trudnak, Chairman and Chief Executive Officer

Guardian Technologies International, Inc.

516 Herndon Parkway

Herndon, Virginia 20170

Telephone: (703) 464-5495

Facsimile: (703) 464-8530

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Neil R.E. Carr, Esquire

Babirak Carr, P.C.

1920 L Street, N.W., Suite 525

Washington, D.C. 20036

Telephone: (202) 467-0916

Facsimile: (202) 318-4486

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Approximate date of commencement of proposed sale to the public: Not applicable.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”), check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

DEREGISTRATION OF UNSOLD SECURITIES

Guardian Technologies International, Inc., a Delaware corporation (the “Company”), registered 13,751,118 shares (the “Registered Shares”) of the Company’s common stock, $.001 par value per share (the “Common Stock”), for resale from time to time by certain selling stockholders pursuant to a registration statement on Form S-1 (File No. 333-139591), as amended (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission on April 9, 2007. The Registered Shares included 1,157,971 shares of Common Stock to be issued in lieu of interest accrued through December 22, 2006, pursuant to the Company’s outstanding Series A 10% Senior Convertible Debentures due November 7, 2008 (the “Series A Debentures”).

The Company files this Post-Effective Amendment No. 1 to the Registration Statement to deregister the 1,157,971 shares of Common Stock previously registered under the Registration Statement for resale by the holders of our Series A Debentures that were issuable in lieu of interest accrued through December 22, 2006, pursuant to our Series A Debentures. Such shares remain unissued and unsold as of the date of the filing of this Post-Effective Amendment No. 1. The Registration Statement is hereby amended to reflect deregistration of such shares.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Herndon, Commonwealth of Virginia, on June 5, 2008.

GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

By:

/s/ Michael W. Trudnak

Michael W. Trudnak

Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons 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 (Principal Executive Officer)	June 5, 2008
/s/ William J. Donovan William J. Donovan	President, Chief Operating Officer and Director	June 5, 2008
/s/ Gregory E. Hare Gregory E. Hare	Chief Financial Officer (Principal Financial and Accounting Officer)	June 5, 2008
/s/ Sean W. Kennedy Sean W. Kennedy	Director	June 5, 2008
/s/ Charles T. Nash Charles T. Nash	Director	June 5, 2008
/s/ Henry P. Grandizio Henry P. Grandizio	Director	June 5, 2008