SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TOBIN MORRIE

(Last)

(First)

(Middle)

40 BASSANO ROAD

(Street)

TORONTO

M2N 2K1

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2004

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/13/2004		J		334,255	A	⁽¹⁾	1,568,761	I	As Trustees of Tobin Family Trust⁽²⁾
Common Stock	02/13/2004		J		14,283	A	⁽¹⁾	71,661	I	As Trustee of the Max Tobin Family Trust⁽³⁾
Common Stock	11/02/2004		J		14,283	D	⁽⁴⁾	2,538,960	I	As Trustee of the Tobin Family Trust⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These securities were acquired when the issuer automatically converted all of its outstanding shares of Series B Convertible Preferred Stock into common stock on the basis of 1,000 shares of common stock for each share of preferred stock. Prior to the conversion, the Series B Preferred shares were not "derivative securities" because any conversion of the Series B Preferred shares was subject to the occurrence of events that were outside of the control of the holders.

2. These securities were owned directly by the Tobin Family Trust, and indirectly by Morrie Tobin and Gale Tobin as trustees of the Tobin Family Trust.

3. These securities were owned directly by the Max Tobin Family Trust; Morrie Tobin is a trustee of this trust and disclaims beneficial ownership of the shares held by this trust except to the extent of his pecuniary interest in these shares as a beneficiary of the Max Tobin Family Trust. Gale Tobin is not a trustee or beneficiary of the Max Tobin Family Trust, and she disclaims any beneficial ownership of these shares.

4. Morrie Tobin's pecuniary interest in these securities ended when he ceased to be a trustee and ceased to have any investment control over the securities.

5. These securities were owned directly by the Tobin Family Trust, and indirectly by Morrie Tobin and Gale Tobin as trustees of the Tobin Family Trust.

	/s/ Morrie Tobin	12/27/2004
	/s/ Gale Tobin	12/27/2004
	/s/ Morrie Tobin, as Trustee for Tobin Family Trust	12/27/2004
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.