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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
September 19, 1997
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock and Class A Warrants
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(Title of Class of Securities)
Common Stock: 400 910 105 / Warrants: 400 910 113
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(CUSIP Number)
Stephen G. Calandrella, 4465 Northpark Drive, Colorado Springs, CO 80907
(719) 590-4900
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 19, August 27, and September 17, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class. (See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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 ("Act") 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).
(Continued on following page(s))
Page 1 of 4 Pages
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SCHEDULE 13D
Common Stock: 400 910 105
CUSIP NO. Warrants: 400-910-113 Page 2 of 4 Pages
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(1) Names of Reporting Persons, S.S. or I.R.S. Identification Nos. of
Above Persons
THE ROCKIES FUND, INC. I.R.S. ID No. 84-0928022
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(2) Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
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(3) SEC Use Only
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(4) Source of Funds*
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
Nevada corporation
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Number of Shares (7) Sole Voting Power 268,367
Beneficially Owned
by Each Reporting ----------------------------------------------------
Person With (8) Shared Voting Power -0-
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(9) Sole Dispositive Power 268,367
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(10) Shared Dispositive Power -0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
268,367
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(12) Check if the Aggregate Amount in the Row (11) Excludes Certain Shares*/ /
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(13) Percent of Class Represented by Amount in Row (11)
24.09%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 4 Pages
ITEM 1. SECURITY AND ISSUER
This Amendment No. 3 to Schedule 13D relates to the common stock
and warrants of GUARDIAN TECHNOLOGIES INTERNATIONAL, INC., a Nevada
corporation (the "Issuer"). The name and address of the principal executive
offices of the Issuer are as follows:
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
22570 Markey Court, Suite 220
Dulles, Virginia 21066
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 3 to Schedule 13D is being filed by the
following reporting person:
THE ROCKIES FUND, INC.
4465 North Park Drive
Colorado Springs, Colorado 80907
Voting and investment power with respect to the securities held by
the reporting person is exercised by its Board of Directors, whose members are
Stephen G. Calandrella, Clifford C. Thygesen and Charles Powell.
THE ROCKIES FUND, INC. is a corporation organized under the laws
of the State of Nevada, whose principal offices and place of business are as
stated above. During the past five years, neither the company, nor any of its
officers or directors, has been convicted in a civil proceeding or been
subject to judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or states securities
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
THE ROCKIES FUND, INC. acquired and sold shares and warrants of the
Issuer in accordance with the following schedule:
<TABLE>
<CAPTION>
Number of
Shares Date Funds
--------- -------- ----------
<S> <C> <C> <C>
16,667 2/20/97 $17,500.00
(3,333) 2/24/97 $ 2,216.25
28,333 3/4/97 $33,150.00
62,200 3/7/97 $93,300.00
5,000 6/19/97 $ 6,260.00
20,000 8/27/97 $29,005.00
2,500 9/17/97 $ 8,061.25
<CAPTION>
Number of
Warrants Date Funds
---------- -------- ------------
<S> <C> <C> <C>
70,000 3/7/97 $13,125.00
67,000 3/12/97 $13,000.00 promissory
note
</TABLE>
Future purchases of the Issuer's securities by the reporting person,
if any, are expected to be made out of corporate funds.
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Page 4 of 4 Pages
ITEM 4. PURPOSE OF TRANSACTION
THE ROCKIES FUND, INC. has acquired the Issuer's common stock and
warrants for investment purposes. THE ROCKIES FUND, INC. may acquire
additional securities of the Issuer or dispose of securities of the Issuer.
The reporting person is of the opinion that the securities of the
Issuer are substantially undervalued. The reporting person as a member of the
Issuer's Board of Directors intends to develop a working relationship with
management of the Issuer in an effort to maximize the value to stockholders of
the Issuer's securities.
As part of the transaction pursuant to which the reporting person
has acquired the Issuer's securities, Stephen G. Calandrella, a Director and
President of the reporting person was elected to serve as a member of the
Board of Directors of the Issuer. Subject to the foregoing, the reporting
person has no current plan or is subject to any current proposal to effectuate
any change in control of management or otherwise attempt to influence
management in any hostile or antagonistic manner.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
THE ROCKIES FUND, INC. would be deemed to be the beneficial owner of
268,367 shares of the Issuer's common stock, giving effect to the exercise of
the outstanding warrants to purchase an additional 137,000 shares of common
stock. Based upon information contained in the most recently available filing
with the Securities and Exchange Commission, the Issuer has approximately
1,114,161 shares of common stock issued and outstanding. The 268,367 shares
beneficially owned by the reporting person represent approximately 24.09% of
the Issuer's outstanding common stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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.
December 18, 1997
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(Date)
THE ROCKIES FUND, INC.
/s/ Clifford L. Neuman
By: ---------------------------------
(Signature)
Clifford L. Neuman, attorney-in-fact
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(Name/Title)
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AUTHORIZATION
To whom it may concern:
CLIFFORD L. NEUMAN is hereby authorized as the true and lawful agent and
attorney-in-fact of THE ROCKIES FUND, INC., a Nevada corporation, to execute
on its behalf any and all reports to be filed pursuant to Sections 13(d) and
16(a) of the Securities Exchange Act of 1934.
This authorization shall be effective as of this date, and shall continue
in perpetuity until revoked, in writing, by the undersigned.
Sincerely,
THE ROCKIES FUND, INC.
Dated: April 8, 1997 By: /s/ Stephen G. Calandrella
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Stephen G. Calandrella, President
