<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2000
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-28238 54-1521616
---------------- ----------------------- -------------------
(State or other Commission file number) (IRS Employer
jurisdiction of Identification No.)
incorporation or
organization)
11 Sundial Circle, Suite 17, Carefree, Arizona 85377
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (480) 575-6972
-------------------------------------------------------------------
----------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
<PAGE>
ITEM 5: OTHER EVENTS
On September 30, 2000, Guardian Technologies International, Inc. (the
"Company"), completed the acquisition of 100% of the issued and outstanding
shares of common stock of Palo Verde Group, Inc., a Colorado corporation. In
the transaction, Guardian issued 361,800 shares of its common stock to Redwood
MicroCap Fund, Inc., the sole shareholder of Palo Verde Group, Inc. Under the
terms of the agreement, Guardian has agreed to register the distribution of
the 361,800 shares of Guardian common stock to the shareholders of Redwood
MicroCap Fund, Inc., pro rata, which is a publicly reporting company whose
shares are traded on the over-the-counter market and quoted on the OTC
Electronic Bulletin Board.
The assets of Palo Verde Group, Inc. consist of certain real property
located in Carefree, Arizona and a second mortgage held against certain
property located in the State of Wyoming. The Arizona property is held for
development.
Guardian will hold Palo Verde Group as a wholly-owned subsidiary.
Palo Verde Group does not constitute a significant subsidiary for
purposes of Item 310 of Regulation SB, and accordingly audited financial
statements and pro forma financial information will not be submitted.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits
--------
1.0 Agreement and Plan of Reorganization dated September 30, 2000
<PAGE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GUARDIAN TECHNOLOGIES INTERNATIONAL,
INC.
Date: October 13, 2000 By: /s/ J. Andrew Moorer
--------------------- -----------------------------------
J. Andrew Moorer, President
