GUARDIAN TECHNOLOGIES INTERNATIONAL INC
10QSB, 1998-08-14
MISCELLANEOUS FABRICATED TEXTILE PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 10-QSB



                                   (Mark One)

                    [X] QUARTERLY REPORT UNDER SECTION 13 OR
                  15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended   June 30, 1998
                                                 ------------------

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from       to
                                                      ------    ------

                            --------------------------

                         Commission File Number 0-28238

                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
            (Exact Name of Small Business Issuer as Specified in its Charter



                 DELAWARE                                54-1521616
            -------------------                     -----------------
            (State or Other Jurisdiction of (I.R.S. Employer Identification
             Incorporation or Organization)  Number)

                      22570 Markey Court, Dulles, Virginia 20166
                  --------------------------------------------------------
                       (Address of Principal Executive Offices)

                                 (703) 444-7931
                  --------------------------------------------------------
                    (Issuer's Telephone Number, Including Area Code)




                  --------------------------------------------------------
                   (Former Name, Former Address and Former Fiscal Year,
                           if Changed Since Last Report)


         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

YES  X     NO
    ---            ---

Number of shares of common stock, par value $.001 per share, outstanding at
August 13, 1998:  1,114,201
                ------------

Transitional Small Business Disclosure Format (check one): YES      NO  X
                                                               ---     ---




<PAGE>




                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
                                      INDEX





Part I. Financial Information                                              Page

   Item 1. Financial Statements

         Balance Sheets at June 30, 1998 and December 31, 1997               4

         Statements of Income for Six Month Periods Ended
         June 30, 1998 and June 30, 1997.                                    6

         Statements of Cash Flows for Six Month Periods Ended
         June 30, 1998 and June 30, 1997.                                    7

         Notes to Financial Statements                                       8

   Item 2. Management's Discussion and Analysis of Results of Operations    10

Part II. Other Information

   Item 6. Exhibits and Reports on Form 8-K                                 12

Signature                                                                   13

Exhibit 11 - Statement re Computation of Per Share Earnings

Exhibit 27 - Financial Data Schedule




<PAGE>



                                     PART I

                              FINANCIAL INFORMATION

                          Item 1. Financial Statements

                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

                                 BALANCE SHEETS
                      June 30, 1998 and December 31, 1997
                                    Unaudited



<TABLE>
<CAPTION>

                                                       June 30,     December 31,
                                                         1998           1997
ASSETS                                                -----------    -----------
<S>                                                 <C>             <C>

CURRENT ASSETS
  Cash and cash equivalents .......................   $   523,981    $   109,461
  Accounts receivable .............................       355,354        269,425
  Notes receivable ................................       500,000             --
  Inventories .....................................       194,031        452,335
  Other current assets ............................        37,862         59,088
                                                      -----------    -----------
         Total current assets .....................     1,611,228        890,309
                                                      -----------    -----------

PROPERTY AND EQUIPMENT
  Land ............................................       237,339        237,339
  Building ........................................     2,524,780      2,524,780
  Manufacturing equipment .........................        74,494         74,494
  Office furniture and equipment ..................       119,314        118,763
  Less accumulated depreciation ...................      (211,293)      (166,998)
                                                      -----------    -----------
         Total property and equipment .............     2,744,634      2,788,378
                                                      -----------    -----------

OTHER ASSETS ......................................       132,136         51,185
                                                      -----------    -----------
         Total assets ............................    $ 4,487,998    $ 3,729,872
                                                      ===========    ===========




See Notes to Financial Statements



</TABLE>

<PAGE>




                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

                                 BALANCE SHEETS
                      June 30, 1998 and December 31, 1997
                                  (continued)
                                   Unaudited



<TABLE>
<CAPTION>

                                                                                   June 30,    December 31,
                                                                                     1998          1997
                                                                                  -----------   -----------
LIABILITIES AND STOCKHOLDERS'EQUITY

<S>                                                                           <C>            <C>
CURRENT LIABILITIES
  Accounts payable .............................................................  $   286,307   $   337,615
  Current portion of notes payable .............................................      102,011        61,669
  Other current liabilities ....................................................       71,859       124,652
                                                                                  -----------   -----------
         Total current liabilities .............................................      460,177       523,936

LONG TERM PORTION OF NOTES PAYABLE .............................................    1,846,218       927,148
                                                                                  -----------   -----------
         Total liabilities......................................................    2,306,395     1,451,084
                                                                                  -----------   -----------

STOCKHOLDERS' EQUITY
  Preferred stock, $.20 par value, 1,000,000 shares
    authorized; no shares issued and outstanding in 1998
    and 1997 ...................................................................           --            --
  Common stock, par value $0.001, 15,000,000 shares
    authorized; 1,114,201 shares issued and outstanding
    in 1998 and 1997 ...........................................................        1,114         1,114
  Additional paid-in capital ...................................................    4,143,924     4,107,424
  Accumulated  deficit  since  December 7, 1995,  (termination of
    S corporation status in which a deficit of $2,320,227 was
    applied against additional paid-in capital) ................................   (1,963,435)   (1,829,750)
                                                                                  -----------   -----------
         Total stockholders' equity ............................................    2,181,603     2,278,788
                                                                                  -----------   -----------
         Total liabilities and stockholders' equity.............................  $ 4,487,998   $ 3,729,872
                                                                                  ===========   ===========
</TABLE>


See Notes to Financial Statements



<PAGE>

                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

                              STATEMENTS OF INCOME
                 For the Six Months Ended June 30, 1998 and 1997
                                   Unaudited


<TABLE>
<CAPTION>
                                                        Three Month Periods             Six Month Periods
                                                           Ended June 30,                 Ended June 30,
                                                    --------------------------     --------------------------

                                                        1998           1997            1998           1997
                                                    -----------    -----------     -----------    -----------

<S>                                                 <C>            <C>             <C>            <C>

Net sales .......................................   $   630,338    $   269,239     $ 1,192,360    $   455,813

Cost of goods sold ..............................       494,361        270,657         978,215        541,945
                                                    -----------    -----------     -----------    -----------

Gross profit (loss) .............................       135,977         (1,418)        214,145        (86,132)

Operating expenses:

  Selling expenses ..............................        25,709         64,595          65,859        132,822

  General and admin expenses ....................       107,554        148,893         314,898        350,241
                                                    -----------    -----------     -----------    -----------

Total operating expenses ........................       133,263        213,488         380,757        483,063
                                                    -----------    -----------     -----------    -----------

Operating income (loss) .........................         2,714       (214,906)       (166,612)      (569,195)

Other income (expense):

  Interest expense ..............................       (25,135)       (28,867)        (58,433)       (32,904)

  Other income ..................................        49,560         23,087          91,360         47,018
                                                    -----------    -----------     -----------    -----------

Total other income (expense) ....................        24,425         (5,780)         32,927         14,114
                                                    -----------    -----------     -----------    -----------

Income (loss) before income taxes ...............        27,139       (220,686)       (133,685)      (555,081)

Income taxes ....................................            --             --              --             --
                                                    -----------    -----------     -----------    -----------

Net income (loss) ...............................   $    27,139    $  (220,686)    $  (133,685)   $  (555,081)
                                                    ===========    ===========     ===========    ===========


Primary income (loss) per common and common
equivalent shares ...............................   $       .02    $      (.20)    $      (.12)   $      (.50)

Fully diluted income (loss) per common and
common equivalent shares ........................   $       .02    $      (.20)    $      (.12)   $      (.50)

Weighted Average
Shares Outstanding ..............................     1,114,201      1,114,201       1,114,201      1,114,201

No dividends were paid



See Notes to Financial Statements


</TABLE>



<PAGE>




                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

                            STATEMENTS  OF CASH FLOWS
                 For the Six months Ended June 30, 1998 and 1997
                                   Unaudited

<TABLE>
<CAPTION>


                                                           June 30,       June 30,
                                                             1998           1997
                                                          -----------    -----------
<S>                                                      <C>           <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss ............................................   $  (133,685)   $  (555,081)
  Adjustments to reconcile net loss to cash used
  by operating activities:
    Depreciation ......................................        44,296         39,525
    Amortization ......................................         4,099          3,969
    Compensation expense ..............................        36,500

    Change in assets and liabilities:
      (Increase) in accounts receivable ...............       (85,929)       (82,838)
      Decrease in interest receivable .................            --         35,735
      Decrease in inventories .........................       258,304        197,505
      (Increase) decrease in prepaid expenses
        and deposits ..................................       (62,525)        34,513
      (Decrease) in accounts payable...................       (10,966)      (664,597)
      (Decrease) in other liabilities .................       (52,793)        (3,261)
                                                          -----------    -----------
      Net cash used in operating activities ...........        (2,699)      (994,530)
                                                          -----------    -----------

CASH FLOW FROM INVESTING ACTIVITIES
  Purchase of property and equipment ..................          (551)      (249,936)
  Acquisition of patent rights and certification ......        (1,300)          (103)
  Issuance of note receivable .........................      (500,000)            --
  Proceeds from redemption of marketable securities ...            --      1,995,014
  Purchase of securities available for sale ...........            --       (996,257)
                                                          -----------    -----------
       Net cash provided by/used in
          investing activities ........................      (501,851)       748,718
                                                          -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from short-term borrowings .................            --        395,000
  Principal payments on short-term borrowings .........            --     (1,076,830)
  Proceeds from long-term borrowings ..................     1,900,000        900,000
  Principal payments on long-term debt ................      (980,930)       (30,230)
                                                          -----------    -----------
       Net cash provided by financing activities ......       919,070        187,940
                                                          -----------    -----------

Net increase (decrease) in cash and cash equivalents          414,520        (57,872)

Cash and cash equivalents at beginning of period ......       109,461        114,006
                                                          -----------    -----------
Cash and cash equivalents at end of period ............   $   523,981    $    56,134
                                                          ===========    ===========




SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid during the period for:

       Interest .......................................   $    73,564    $   103,658
                                                          ===========    ===========

       Income taxes ...................................   $        --    $        --
                                                          ===========    ===========

See Notes to Financial Statements
</TABLE>

<PAGE>




                          Notes to Financial Statements

Note 1     ORGANIZATION AND BUSINESS

Guardian  Technologies  International,  Inc. (The Company) was reincorporated in
the State of Delaware in  February,  1996,  as part of a plan of  Agreement  and
Merger   between   Guardian   Technologies   International,   Inc.,  a  Virginia
corporation,   and  Guardian  Technologies   International,   Inc.,  a  Delaware
corporation.  The Company  manufactures  and  distributes  soft armor  products,
primarily  superior  quality  ballistic  protective  vests,  for law enforcement
officers,  armed forces  personnel,  and other legitimate  individuals or groups
requiring protective equipment.


Note 2     BASIS OF PRESENTATION

The accompanying  financial statements have been prepared by the Company and are
unaudited.  Certain  information and footnote  disclosures  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles  have been  condensed  or omitted.  In the  opinion of the  Company's
management,  the disclosures are adequate to make the information  presented not
misleading,  and the financial  statements contain all adjustments  necessary to
present  fairly in all material  respects the financial  position as of June 30,
1998 and December 31, 1997,  results of operations for the six months ended June
30,  1998 and 1997 and cash  flows for the six months  ended  June 30,  1998 and
1997.  The results of operations  for the six months ended June 30, 1998 are not
necessarily indicative of the results to be expected for the full year.


Note 3     REVERSE STOCK SPLIT

Effective on May 23, 1997 the  Company's  Common Stock and Class A Warrants were
split  on a  reverse  basis 1 for 3. For  each  three  shares  of  Common  Stock
outstanding  prior to the  reverse  split,  one new  share of  Common  stock was
issued. For each three Class A warrants  outstanding prior to the reverse split,
one new Class A Warrant  was  issued.  Each new  Class A  Warrant  entitled  the
registered  holder  thereof to purchase  one new share of Common Stock until May
13, 1999 at a new exercise price of $15.00 per share.


Note 4     GENERAL SERVICES  ADMINISTRATION (GSA) CONTRACT

The Company  negotiated a new contract with the General  Services  Adminstration
(GSA), the purchasing agent for the U.S. Government. On June 1, 1997 the Company
began its listing on the new GSA Schedule which allows the Company to market its
product lines  directly to new federal  government and U.S.  military  customers
rather than through a third-party vendor. The Company recorded $237,823 in sales
through its contract with the GSA during the first six months of 1998.


Note 5    INVENTORY

Inventory is comprised of the following as of:

                                          6/30/98    12/31/97
                                        ---------   ---------

                    Raw materials         134,593     352,410
                    Work in progress           --       7,497
                    Finished goods         59,438      92,428
                                        ---------   ---------
                                          194,031     452,335
                                        =========   =========
<PAGE>


Note 6    STOCK COMPENSATION

On January 28, 1998, at a special meeting of the Board of Directors,  options to
purchase common stock were granted to officers and employees of the Company with
an exercise  price of $2.50.  Also at the  meeting,  common  stock  options were
granted to directors  of the Company.  All options  granted  expire  January 28,
2000.  Compensation  expense for the directors'  options granted using the Black
Scholes pricing model is approximately $36,500 with the following assumptions: a
risk-free  interest  rate of 5.63  percent,  no  estimated  dividend  yield,  an
expected  volatility of 36 percent and an expected  holding period of two years.
No compensation  expense was recognized for the employee options granted,  which
are valued using the intrinsic value method.  However,  for disclosure purposes,
compensation expense would be $36,500 for the employee stock options.


Note 7    FACILITIES LEASES

The Company has executed lease agreements with three tenants, effective February
1, 1997 and one  tenant  effective  February  1, 1998 for  approximately  18,800
square feet of office space  (representing all available space) in the Company's
facility located in Dulles,  Virginia.  The leases are from five to seven years,
provide for monthly payments of base rent and operating expenses,  and include a
2 to 3.5 percent increase in base rent annually.  These leases provide estimated
annual rental income of $196,500 which will be sufficient to service the related
mortgage on the facility (see Note 8).


Note 8    MORTGAGE NOTE PAYABLE

On  March  25,  1998,  the  Company   secured  a  mortgage  on  its  office  and
manufacturing facility located in Dulles,  Virginia in the amount of $1,900,000.
The mortgage provides for monthly payments of principal and interest of $15,306,
including  interest at a rate of 7.5 percent  per annum.  The  mortgage is being
amortized   over  a  twenty  year  period  with  a  ten  year   balloon  and  is
collateralized  by a  first  deed  of  trust  on the  facility  as well as by an
assignment of all tenant  occupancy  leases.  The purpose of the mortgage was to
payoff an  outstanding  note payable of $900,000 as of December 31, 1997 bearing
interest at a rate of 15 percent  per annum as well as to provide  approximately
$1,000,000 of excess funding available for working capital purposes.


Note 9    NOTE RECEIVABLE

On June 2, 1998, the Company issued a note receivable to a commercial  entity in
the amount of  $500,000.  The note is for a twelve month period and provides for
monthly interest payments at a rate of 8.0 percent per annum.







<PAGE>




Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations


OVERVIEW

The  following is a  discussion  of the  consolidated  financial  condition  and
results of operations of the Company as of and for the two fiscal  periods ended
June 30, 1998 and 1997. This discussion  should be read in conjunction  with the
Consolidated  Financial  Statements of the Company and the Notes related thereto
included in the  Company's  Form 10-KSB for the fiscal year ended  December  31,
1997.

The forward-looking  statements included in Management's Discussion and Analysis
of Financial  Condition and Results of  Operations,  which reflect  management's
best   judgement   based  on  factors   currently   known,   involve  risks  and
uncertainties.  Actual results could differ materially from those anticipated in
the forward-looking statements as a result of a number of factors, including but
not limited to those discussed herein.


RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30, 1997.

Net sales for the three  months  ended June 30, 1998 were  $630,338  compared to
$269,239  for the same period in 1997,  an  increase  of  $361,099 or 134%.  The
increase in sales was  primarily  attributable  to the  completion of a $329,432
order during the second quarter of 1998.

The Company's gross profit for the three months ended June 30, 1998 was $135,977
compared to a gross loss of ($1,418)  for the same period in 1997.  Gross profit
increased due to higher production  volume associated with large quantity,  more
"standard fit" orders which resulted in improved labor efficiencies.

Total operating  expenses for the three months ended June 30, 1998 were $133,263
compared to $213,488 for the same period in 1997. Selling expenses for the three
months ended June 30, 1998 were $25,709  compared to $64,595 for the same period
in 1997, a decrease of $38,886 or 60%. The decrease was  primarily  attributable
to a decrease in sales consultant costs of $11,420 and a decrease in advertising
and promotion of $16,190.  General and administrative costs for the three months
ended June 30, 1998 were  $107,554  compared to $148,893  for the same period in
1997, a decrease of $41,339 or 28%. The decrease was primarily attributable to a
decrease in legal and professional costs of $35,076.

Other income for the three  months  ended June 30, 1998 was $24,425  compared to
other expense of ($5,780) for the same period in 1997.  Interest expense for the
three  months  ended June 30, 1998 was $25,135  compared to $28,867 for the same
period in 1997,  a decrease of $3,732 or 13%.  Other income for the three months
ended June 30, 1998 was $49,560 compared to $23,087 for the same period in 1997,
an increase of $26,473 or 115%.  The increase was primarily  attributable  to an
increase  in  rental  income  of  $22,545  due to the  Company  leasing  out the
remaining unoccupied space in its Dulles,  Virginia facility.  As of February 1,
1998, all non-essential  manufacturing and corporate office space has been fully
leased to four third party tenants for terms ranging from five to seven years.

Net income for the three  month  period  ended June 30, 1998 was $27,139 or $.02
per share  compared to a net loss of ($220,686) or ($.20) per share for the same
period in 1997.

<PAGE>


SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997.

Net sales for the six months  ended June 30,  1998 were  $1,192,360  compared to
$455,813  for the same period in 1997,  an  increase  of  $736,547 or 162%.  The
increase in sales was  primarily  attributable  to increased  sales  through the
Company's  contract with the General Services  Administration  (GSA) of $237,823
for the six months  ended June 30,  1998  compared to nil for the same period in
1997 and the completion of a $329,432 order during the second quarter of 1998.

The  Company's  gross profit for the six months ended June 30, 1998 was $214,145
compared to a gross loss of ($86,132) for the same period in 1997.  Gross profit
increased due to higher production  volume associated with large quantity,  more
"standard fit" orders which resulted in improved labor efficiencies.

Total  operating  expenses for the six months ended June 30, 1998 were  $380,757
compared to $483,063 for the same period in 1997.  Selling  expenses for the six
months ended June 30, 1998 were $65,859 compared to $132,822 for the same period
in 1997, a decrease of $66,963 or 50%. The decrease was  primarily  attributable
to a decrease in sales consultant costs of $25,886 and a decrease in advertising
and promotion of $30,459.  General and  administrative  costs for the six months
ended June 30, 1998 were  $314,898  compared to $350,241  for the same period in
1997, a decrease of $35,343 or 10%. The decrease was primarily attributable to a
decrease in legal and professional costs of $43,802.

Other  income for the six months  ended June 30,  1998 was  $32,927  compared to
$14,114 for the same period in 1997.  Interest  expense for the six months ended
June 30,  1998 was $58,433  compared to $32,904 for the same period in 1997,  an
increase of $25,529 or 78%. The increase was primarily attributable to a reduced
amount of funds  available to invest due to operating  losses  sustained  during
1997.  Other income for the six months ended June 30, 1998 was $91,360  compared
to $47,018  for the same  period in 1997,  an  increase  of $44,342 or 94%.  The
increase was primarily  attributable  to an increase in rental income of $46,574
due to the Company  leasing out the  remaining  unoccupied  space in its Dulles,
Virginia facility.  As of February 1, 1998, all non-essential  manufacturing and
corporate  office  space has been fully  leased to four third party  tenants for
terms ranging from five to seven years.

Net loss for the six month period ended June 30, 1998 was  ($133,685)  or ($.14)
per share  compared  to  ($555,081)  or ($.50) per share for the same  period in
1997.


<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1998 the Company had total  assets of  $4,487,998  compared to total
assets of $3,729,872 as of December 31, 1997, an increase in assets of $758,126.
Total  liabilities  increased  from  $1,451,084  as  of  December  31,  1997  to
$2,306,395 as of June 30, 1998. Total stockholders'  equity decreased $97,185 to
$2,181,603 as of June 30, 1998.

Total current  assets as of June 30, 1998 were  $1,611,228 and consisted of cash
and  equivalents  of $523,981,  net  accounts  receivable  of  $355,354,  a note
receivable of $500,000, inventory of $194,031 and other assets of $37,862. Total
current  liabilities  as of June 30, 1998 were  $460,177 and  consisted of trade
accounts  payable of $286,307,  current portion of notes payable of $102,011 and
other liabilities of $71,859. Working capital as of June 30, 1998 was $1,151,051
representing an increase in working capital since December 31, 1997 of $784,678.
Total current assets  increased  $720,919  during the six months ended March 31,
1998  primarily  due to the the receipt of  approximately  $1,000,000  in excess
funds from a mortgage placed on the Company's office and manufacturing facility.

As of June 30, 1998 the Company  reported  total assets of $4,487,998  including
net  property  and  equipment  of  $2,744,634   (comprised  primarily  of  costs
associated   with  the  Company's   acquisition   of  land  and  the  subsequent
construction  of executive  offices and a  manufacturing  facility  thereon) and
other assets of $132,136.

As of June  30,  1998 the  Company  reported  total  liabilities  of  $2,306,395
including,  in addition to the current  liabilities of $460,177 discussed above,
the long term portion of notes payable of  $1,846,218.  The long term portion of
notes  payable is comprised  of a mortgage  received  from a  commercial  entity
bearing  interest at 7.5% per annum.  Long term debt as of December 31, 1997 was
$927,148  comprised  of $900,000 in long term debt  received  from a  commercial
entity bearing  interest at a rate of 15% per annum and $27,148  associated with
an insurance premium finance agreement.

As of June 30, 1998 the Company  reported  stockholders'  equity of  $2,181,603.
This  represents a decrease of $97,185 from the December 31, 1997  stockholders'
equity of  $2,278,788.  The decrease is  attributable  to the Company's net loss
during the period of $133,685  reduced by $36,500 in compensation  expense which
was  credited  to  additional  paid in  capital.  The  compensation  expense was
associated  with common stock options awarded to directors of the Company during
the first quarter.

<PAGE>




                                     PART II

                                OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits.


         Exhibit
         Number            Description
         ----------        ---------------

             11            Statement re Computation of Per Share Earnings

             27            Financial Data Schedule



         (b) Reports on Form 8-K.




<PAGE>




                                    SIGNATURE



         In accordance with the requirements of the Exchange Act, the registrant
has duly  caused  this  Report to be signed  on its  behalf by the  undersigned,
thereunto duly authorized.


                                   GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
                                   -----------------------------------------
                                   (Registrant)




Date:  August 13, 1998             By: /s/Joseph F. Fernandez
                                   --------------------------------------
                                   Joseph F. Fernandez Vice
                                   President, Chief Financial Officer, Chief
                                   Accounting Officer and Treasurer





<PAGE>




                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

                                INDEX TO EXHIBITS



Exhibit
Number                     Description
- ----------                 --------------
    11                     Statement re Computation of Per Share Earnings

    27                     Financial Data Schedule







<PAGE>



                                   EXHIBIT 11

                       COMPUTATION OF EARNINGS PER SHARE
                            THREE MONTHS ENDED 6/30/98

<TABLE>
<S>                                                                <C>

Actual shares outstanding at 1/1/98 .....................................       1,114,201


Common and common equivalent shares outstanding at 6/30/98 ..............       1,114,201


Weighted average shares outstanding for the six months ended 6/30/98.....       1,114,201


</TABLE>

<TABLE>
<CAPTION>
                                                               Three months      Six months
                                                                   ended            ended
                                                                  6/30/98          6/30/98
                                                               ------------     ------------
<S>                                                        <C>              <C>

Net Income (Loss) ..........................................   $     27,139     $   (133,685)

Net Income (Loss) per common and common equivalent shares ..   $      .0244     $     (.1200)

Rounded ....................................................   $        .02     $       (.12)


</TABLE>


<PAGE>



                        COMPUTATION OF EARNINGS PER SHARE
                            SIX MONTHS ENDED 6/30/97
<TABLE>
<S>                                                                              <C>


Actual shares outstanding at 1/1/97 .....................................       1,114,201


Common and common equivalent shares outstanding at 6/30/97 ..............       1,114,201


Weighted average shares outstanding for the six months ended 6/30/97.....       1,114,201




</TABLE>

<TABLE>
<CAPTION>
                                                           Three months      Six months
                                                              ended             ended
                                                             6/30/97           6/30/97
                                                           ------------     ------------
<S>                                                        <C>

Net Income (Loss) ......................................   $   (220,686)    $   (555,081)

Net Loss per common and common equivalent shares .......   $    (0.1981)    $    (0.4982)

Rounded ................................................   $      (0.20)    $      (0.50)




</TABLE>


<TABLE> <S> <C>

<ARTICLE>                             5

       
<S>                          <C>
<PERIOD-TYPE>                     6-MOS
<FISCAL-YEAR-END>           DEC-31-1998
<PERIOD-START>              JAN-01-1998
<PERIOD-END>                JUN-30-1998
<CASH>                          523,981
<SECURITIES>                          0
<RECEIVABLES>                   855,354
<ALLOWANCES>                          0
<INVENTORY>                     194,031
<CURRENT-ASSETS>              1,611,228
<PP&E>                        2,955,927
<DEPRECIATION>                  211,293
<TOTAL-ASSETS>                4,487,998
<CURRENT-LIABILITIES>           460,177
<BONDS>                               0
                 0
                           0
<COMMON>                          1,114
<OTHER-SE>                    2,180,489
<TOTAL-LIABILITY-AND-EQUITY>  4,487,998
<SALES>                       1,192,360
<TOTAL-REVENUES>              1,192,360
<CGS>                           978,215
<TOTAL-COSTS>                 1,358,972
<OTHER-EXPENSES>                      0
<LOSS-PROVISION>                      0
<INTEREST-EXPENSE>               73,564
<INCOME-PRETAX>                (133,685)
<INCOME-TAX>                          0
<INCOME-CONTINUING>            (133,685)
<DISCONTINUED>                        0
<EXTRAORDINARY>                       0
<CHANGES>                             0
<NET-INCOME>                   (133,685)
<EPS-PRIMARY>                      (.12)
<EPS-DILUTED>                      (.12)
        


</TABLE>


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