SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DISHAW ROBERT A

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2003

3. Issuer Name and Ticker or Trading Symbol
GUARDIAN TECHNOLOGIES INTERNATIONAL INC [ GDTI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and COO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	2,921,307	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock, par value $0.20 per sh	08/08/1988⁽¹⁾	06/26/2005	Series A Convertible Preferred Stock	2,172	0⁽¹⁾	D

Explanation of Responses:

1. Each share of Series A Convertible Preferred Stock, par value $0.20 per share, is automatically convertible into 1,000 shares of Common Stock, par value $0.001 per share, upon the issuer attaining Earnings Before Income Taxes and Depreciation ("EBITDA") aggregating $2,500,000 within two (2) years of the issuance of the Series A Convertible Preferred shares. If the issuer is unable to obtain EBITDA of $2,500,000 within those two (2) years, then the Series A Convertible Preferred shares can not be converted into shares of the issuer's Common Stock.

	Robert A. Dishaw	07/07/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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