**UNITED
      STATES**




**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**











**FORM
      10-Q**





x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934





For
      the
      quarterly period ended March 31, 2008


or





o
            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: 0-21295





GVI
      Security Solutions, Inc.


(Exact
      name of registrant as specified in its charter)





Delaware
            77-0436410(State
                or other jurisdiction of
              incorporation
                or organization)
            (I.R.S.
                Employer Identification No.)2801
                Trade Center Drive, Suite 120, Carrollton, Texas
            75007(Address
                of principal executive offices)
            (Zip
                code)





(972)
      245-7353





(Registrant’s
      telephone number, including area code)




(Former
      Name or Former Address, if Changed Since Last Report)




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 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.


þ Yes   ̈ No




Indicate
      by check mark whether the Registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      definition of “accelerated filer, large accelerated filer”, and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large
      accelerated filer o    Accelerated
      filer o


Non-accelerated
      filer o (Do not
      check if a smaller reporting company) Smaller reporting company x





Indicate
      by check mark whether the Registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


o Yes  x No





As
      of May
      9, 2008 there were 28,147,106 shares of the registrant’s common stock
      outstanding.





**GVI
      Security Solutions, Inc.**


**FORM
      10-Q**




**TABLE
      OF CONTENTS**


**PART
                  I. FINANCIAL INFORMATION**
              3Item
                  1.
              Condensed
                  Financial Statements.
              3Item
                  2.
              Management’s
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              15Item
                  3.
              Quantitative
                  and Qualitative Disclosures About Market Risk
              20Item
                  4.
              Controls
                  and Procedures.
              21**PART
                  II. OTHER INFORMATION**
              21Item
                  6.
              Exhibits.
              21
  2


**PART
      I. FINANCIAL INFORMATION**





**Item
      1. Financial Statements.**





**GVI
      Security Solutions, Inc.**


**Condensed
      Consolidated Balance Sheets**




(In
      thousands, except share and per share amounts)





March 31,
              2008
            
            December 31,
              2007*(Unaudited)***ASSETS:**Current
                AssetsCash
                and equivalents
            
            $
            487
            
            $
            313Accounts
                receivable, net of allowances for doubtfulaccounts
                of $377 and $416, respectively
            
            
            7,201
            
            
            6,625Inventory,
                net
            
            
            14,409
            
            
            12,723Deferred
                Tax Assets, Current
            
            
            906
            
            
            907Prepaid
                and other current assets
            
            
            1,516
            
            
            1,184Total
                Current Assets
            
            
            24,519
            
            
            21,752Property
                and Equipment, net of accumulated depreciation of $1,411 and $1,217
                respectively
            
            
            203
            
            
            156Deferred
                tax assets, non-current
            
            
            1,125
            
            
            1,321Deferred
                loan origination fee, net
            
            
            85
            
            
            93Other
                assets
            
            
            34
            
            
            34Total
                Assets
            
            $
            25,966
            
            $
            23,356**LIABILITIES
                AND STOCKHOLDERS' EQUITY:**Current
                LiabilitiesAccounts
                payable
            
            $
            8,395
            
            $
            7,329Accrued
                expenses
            
            
            1,544
            
            
            1,849Capitalized
                lease obligations, current
            
            
            37
            
            
            51Total
                Current Liabilities
            
            
            9,976
            
            
            9,292Capital
                lease obligations, net of current portion
            
            
            6
            
            
            12Deferred
                tax liability, non-current
            
            
            1,244
            
            
            1,244Revolving
                credit facility
            
            
            11,793
            
            
            10,344Total
                Liabilities
            
            
            23,019
            
            
            20,892Commitments
                and ContingenciesStockholders'
                EquityPreferred
                stock, undesignated, $.001 par value, 3,000,000 shares authorized,
                none
                issued or outstanding
            
            
            -
            
            
            -Common
                stock, $.001 par value, 200,000,000 shares authorized, 28,147,106
                shares
                issued and outstanding at March 31, 2008 and December 31,
                2007
            
            
            28
            
            
            28Additional
                paid-in capital
            
            
            34,727
            
            
            34,574Accumulated
                deficit
            
            
            (31,808
            )
            
            (32,138
            )Total
                Stockholders' Equity
            
            
            2,947
            
            
            2,464Total
                Liabilities and Stockholders' Equity
            
            $
            25,966
            
            $
            23,356





The
      Notes
      to Condensed Consolidated Financial Statements are an integral part of these
      statements


3





**GVI
      Security Solutions, Inc.**


**Condensed
      Consolidated Statements of Operations**


**(unaudited)**


(In
      thousands, except per share amounts)





Three Months Ended March 31,2008
            
            2007Revenues
            
            $
            11,347
            
            $
            11,021Cost
                of Revenues
            
            
            7,916
            
            
            8,059Gross
                Profit
            
            
            3,431
            
            
            2,962Selling,
                General and Administrative Expenses
            
            
            2,695
            
            
            2,447Operating
                Income
            
            
            736
            
            
            515Interest
                Expense
            
            
            196
            
            
            351Income
                before income taxes
            
            
            540
            
            
            164Income
                Tax Expense
            
            
            210
            
            
            4Net
                Income
            
            $
            330
            
            $
            160Income
                per comment share:Net
                income per common share
            
            $
            0.01
            
            $
            0.01Weighted
                average common shares outstanding
            
            
            28,147
            
            
            27,654Diluted
                income per common share:Net
                income per common share
            
            $
            0.01
            
            $
            0.00Weighted
                average common shares outstanding
            
            
            33,807
            
            
            33,455




The
      Notes
      to Condensed Consolidated Financial Statements are an integral part of these
      statements


4


**GVI
      Security Solutions, Inc.**


**Condensed
      Consolidated Statements of Cash Flows**


**(unaudited)**


( In
      thousands )




Three Months Ending March 31,2008
            
            2007Cash
                Flows Provided By (Used In) Operating ActivitiesNet
                Income
            
            $
            330
            
            $
            160Adjustments
                to Reconcile Net Income (loss) to Net Cash Provided By (Used In)
                Operating
                Activities:Depreciation
                and amortization from continuingoperations
            
            
            46
            
            
            73Amortization
                of deferred loan origination fee
            
            
            8
            
            
            150Compensation
                costs and expenses for stock and options issued
            
            
            149
            
            
            36Changes
                in Assets and LiabilitiesAccounts
                receivable, net
            
            
            (575
            )
            
            861Inventory
            
            
            (1,686
            )
            
            (2,107
            )Prepaid
                and other current assets
            
            
            (332
            )
            
            432Deferred
                tax assets and liabilities, net
            
            
            197
            
            
            -Accounts
                payable
            
            
            1,003
            
            
            1,093Accrued
                expenses
            
            
            (306
            )
            
            (35
            )Net
                cash provided by (used in) operating activities from continuing
                operations
            
            
            (1,166
            )
            
            663Net
                  cash provided by (used in) operating activitiesof
                  discontinued operations
            
            
            -
            
            
            (128
            )Net
                cash provided by (used in) operating activities
            
            
            (1,166
            )
            
            535Cash
                Flows Used In Investing ActivitiesPurchase
                of property and equipment
            
            
            (93
            )
            
            -Net
                Cash Used In Investing Activities
            
            
            (93
            )
            
            -Cash
                Flows Used In Financing ActivitiesIssuance
                of common stock
            
            
            4
            
            
            1,032Net
                proceeds from (repayments of) revolving credit facility
            
            
            1,449
            
            
            (1,006
            )Principal
                payments of Senior term note
            
            
            -
            
            
            (456
            )Principal
                payments of capitalized lease obligations
            
            
            (20
            )
            
            (19
            )Net
                Cash Provided by (Used In) Financing Activities
            
            
            1,433
            
            
            (449
            )Net
                increase in cash and equivalents
            
            
            174
            
            
            86Cash
                and equivalents, beginning of period
            
            
            313
            
            
            225Cash
                and equivalents, end of period
            
            $
            487
            
            $
            311**SUPPLEMENTARY
                CASH FLOW INFORMATION**Cash
                paid for interest
            
            $
            195
            
            $
            201Cash
                paid for income taxes
            
            
            4
            
            
            -**SUPPLEMENTAL
                SCHEDULE OF NONCASH INVESTING AND****FINANCING
                ACTIVITIES**Accrued
                obligation converted to common stock
            
            $
            -
            
            $
            20




The
      Notes
      to Condensed Consolidated Financial Statements are an integral part of these
      statements


5


**GVI
      Security Solutions, Inc.**


**Notes
      to Condensed Consolidated Financial Statements (unaudited)**


**Three
      Months Ended March 31, 2008 and 2007**





**NOTE
      1 ~ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





**Nature
      of Business**





GVI
      Security Solutions (“GVI” or “Company”) provides video surveillance and security
      solutions products, incorporating
      a complete line of video surveillance and detection systems, to the homeland
      security, professional and business-to-business market segments .
      The
      Company provides
      a strong combination of closed
      circuit televisions ( CCTVs),
      digital video recorders (DVRs), software
      systems and networking products that
      enhance life safety for both government agencies and the private sector.




The
      Company’s customers include distributors and system integrators that specialize
      in video surveillance and security products and services, government agencies
      and private sector businesses.





**Basis
      of Presentation**





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with generally accepted accounting principles applicable
      to interim financial information and with the requirements of Form 10-Q of
      the
      Securities and Exchange Commission. Accordingly, they do not include all of
      the
      information and footnotes required by accounting principles generally accepted
      in the United States of America for complete financial statements. Interim
      results are not necessarily indicative of results for a full year. In the
      opinion of management, all adjustments considered necessary for a fair
      presentation of the financial position and the results of operations and cash
      flows for the interim periods have been included.





These
      condensed consolidated financial statements should be read in conjunction with
      the Company's Annual Report on Form 10-K for the fiscal year ended December
      31,
      2007.





**Principles
      of Consolidation**





The
      accompanying condensed consolidated financial statements include the accounts
      of
      GVI Security Solutions, Inc., and its wholly-owned subsidiaries GVI Security,
      Inc. and Rapor, Inc. (which was legally dissolved in December 2007). All
      material intercompany transactions, balances and profits have been
      eliminated.





**Revenue
      Recognition**





The
      Company’s primary source of revenue is from sales of its products. The Company
      recognizes revenue when the sales process is deemed complete and associated
      revenue has been earned. The Company’s policy is to recognize revenue when
      products have been shipped, risk of loss and title to the product transfers
      to
      the customer, the selling price is fixed and determinable and collectibility
      is
      reasonably assured. Net sales is comprised of gross revenue less expected
      returns, trade discounts and customer allowances, which include costs associated
      with off-invoice mark downs and other price reductions, as well as trade
      promotions. Related incentive costs are recognized at the later of the date
      on
      which the Company recognizes the related revenue or the date on which the
      Company offers the incentive.





The
      Company allows customers to return defective products when they meet certain
      established criteria as outlined in its sales terms and conditions. It is the
      Company’s practice to regularly review and revise, when deemed necessary, its
      estimates of sales returns, which are based primarily on actual historical
      return rates. The Company records estimated sales returns as reductions to
      sales, cost of sales, and accounts receivable and an increase to inventory.
      Returned products which are recorded as inventory are valued based upon the
      amount the Company expects to realize upon its subsequent disposition. The
      Company considers the physical condition and marketability of the returned
      products as major factors in estimating realizable value. Actual returns, as
      well as realized values on returned products, may differ significantly, either
      favorably or unfavorably, from Company estimates if factors such as customer
      inventory levels or competitive conditions differ from estimates and
      expectations and, in the case of actual returns, if economic conditions differ
      significantly from Company estimates and expectations.


6





At
      the
      time revenue is recognized, the Company also records reductions to revenue
      for
      customer incentive programs in accordance with the provisions of Emerging Issue
      Task Force (EITF) Issue No. 01-09, “Accounting for Consideration Given from a
      Vendor to a Customer (Including a Reseller of the Vendor’s Products).” Such
      incentive programs include cash and volume discounts, price protection,
      promotional, cooperative and other advertising allowances. For those incentives
      that require the estimation of sales volumes or redemption rates, such as for
      volume rebates, the Company uses historical experience and internal and customer
      data to estimate the sales incentive at the time the revenue is recognized.
      In
      the event that the actual results of these items differ from the estimates,
      adjustment to the sales incentive accruals would be recorded.





**Inventory**





Inventory
      is stated at the lower of cost (first-in, first-out method) or market and
      consists of goods held for resale and parts used for repair work. Reserves
      are
      recorded for slow-moving, obsolete, nonsaleable or unusable items based upon
      a
      product-level review, in order to reflect inventory balances at their net
      realizable value. Inventory reserve balances at March 31, 2008 and December
      31,
      2007 were approximately $2,354,000 and $2,346,000, respectively.





**Advertising**





Advertising
      costs are expensed as incurred. Certain advertising costs, which included
      various promotional incentives and trade show participation, for the three
      months ended March 31, 2008 and 2007 were reimbursed by Samsung in the form
      of
      marketing incentives and partial reimbursement for trade show participation.
      Advertising costs, net of reimbursements, during the three months ended March
      31, 2008 and 2007 were $46,000 and $32,000, respectively.





**Income
      Taxes**




Income
      taxes consist of taxes currently payable plus deferred taxes related primarily
      to differences between the basis of property and equipment, inventory, and
      accounts receivable for financial and income tax reporting. Deferred taxes
      represent the future tax return consequences of those differences, which will
      be
      taxable or deductible when the assets and liabilities are recovered or
      settled.




Deferred
      tax liabilities and assets are classified as current or noncurrent based on
      the
      classification of the related asset or liability for financial reporting, or
      according to the expected reversal date of temporary differences not related
      to
      an asset or liability for financial reporting. Also, a valuation allowance
      is
      used, if necessary, to reduce deferred tax assets by the amount of any tax
      benefits that are not expected to be realized in the future based on available
      evidence.





**Credit
      Risk Concentration**




During
      the three months ended March 31, 2008, two customers accounted for $2,436,000
      (21%) and $1,553,000 (14%), respectively, of the Company’s continuing sales.
      During the three months ended March 31, 2007, two customers accounted for
      $2,164,000 (20%) and $1,847,000 million (17%), respectively, of the Company’s
      continuing sales. As of March 31, 2008, the two significant customers noted
      above for the three months then ended comprised $985,000 (12%) and $1,772,000
      (22%), respectively, of Company’s total outstanding accounts receivable balance.
      As of December 31, 2007, the two significant customers comprised $1,513,000
      (19%) and $1,248,000 (16%), respectively, of Company’s total outstanding
      accounts receivable balance.





International
      sales accounted for approximately 31%, and 29% of the Company's sales during
      the
      three months ended March 31, 2008 and 2007, respectively. All international
      sales took place in Latin America and Canada.




The
      Company performs ongoing credit evaluations of its customers and generally
      requires no collateral from them. ****





**Use
      of Estimates**





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosures of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates. Significant estimates include
      those that relate to the valuation of inventory, accounts receivable, certain
      accruals and liabilities and the useful lives of property and
      equipment


7




**Earnings
      per Share**





Statement
      of Financial Accounting Standards No. 128, "Earnings per Share", requires
      presentation of basic earnings per share ("Basic EPS") and diluted earnings
      per
      share ("Diluted EPS"). Basic earnings (loss) per share is computed by dividing
      earnings (loss) available to common stockholders by the weighted average number
      of common shares outstanding during the period.





Diluted
      earnings per share reflects the potential dilution, using the treasury stock
      method, that could occur if securities or other contracts to issue common stock
      were exercised or converted into common stock or resulted in the issuance of
      common stock that then shared in the earnings of the Company. In computing
      diluted earnings per share, the treasury stock method assumes that outstanding
      options and warrants are exercised and the proceeds are used to purchase common
      stock at the average market price during the period. Options and warrants will
      have a dilutive effect under the treasury stock method only when the average
      market price of the common stock during the period exceeds the exercise price
      of
      the options and warrants.





The
      following is a reconciliation of the calculation of basic and diluted earnings
      per share for the three months ended March 31, 2008 and 2007.





**Three Months Ended**
              **March 31,****2008**
            
            **2007**Weighted
                average common shares outstanding
            
            
            28,147
            
            
            27,654Effect
                of dilutive securities:Warrants
            
            
            1,498
            
            
            1,505Common
                stock options
            
            
            4,162
            
            
            4,296Weighted
                average common shares and dilutive securities outstanding
            
            
            33,807
            
            
            33,455




Options
      and warrants to purchase approximately 149,000 and 435,000 shares,respectively,
      of common stock at various prices exceeding $0.89 per share were outstanding
      during the three months ended March 31, 2008 but were not included in the
      computation of diluted earnings per share for this period because the respective
      options' and warrant exercise price were greater than the average market price
      of the common shares during this period, and their effect would be
      anti-dilutive.




Options
      and warrants to purchase approximately 49,000 and 134,000 shares,respectively,
      of common stock at various prices exceeding $15.00 per share were outstanding
      during the three months ended March 31, 2007 but were not included in the
      computation of diluted earnings per share for this period because the respective
      options' and warrant exercise price were greater than the average market price
      of the common shares during this period, and their effect would be
      anti-dilutive.




**Stock-Based
      Compensation**




**** The
      Company periodically issues stock options and warrants to employees and
      non-employees in capital raising transactions, for services and for financing
      costs. The Company adopted SFAS No. 123R effective January 1, 2006, and is
      using
      the modified prospective method in which compensation cost is recognized
      beginning with the effective date (a) based on the requirements of SFAS No.
      123R
      for all share-based payments granted after the effective date and (b) based
      on
      the requirements of SFAS No. 123R for all awards granted to employees prior
      to
      the effective date of SFAS No. 123R that remain unvested on the effective date.
      The Company accounts for stock option and warrant grants issued and vesting
      to
      non-employees in accordance with EITF No. 96-18: "Accounting for Equity
      Instruments that are Issued to Other Than Employees for Acquiring, or in
      Conjunction with Selling, Goods or Services” and EITF No. 00-18 “Accounting
      Recognition for Certain Transactions involving Equity Instruments Granted to
      Other Than Employees” whereas the value of the stock compensation is based upon
      the measurement date as determined at either a) the date at which a performance
      commitment is reached, or b) at the date at which the necessary performance
      to
      earn the equity instruments is complete.


8





The
      Company uses the Black-Scholes option pricing model to estimate the fair value
      of warrants and option awards with the following weighted average assumptions
      for the period indicated:





**Three Months Ended**
              **March 31,****2008******
            
            **2007**Dividend
                yield
            
            
            -
            
            
            -Risk-free
                factors
            
            
            4.0
            %
            
            6.5
            %Volatility
                factors
            
            
            63
            %
            
            43
            %Option
                Lives in Years
            
            
            6.0
            
            
            6.0





**Fair
      Value Measurements**





Effective
      January 1, 2008, the Company adopted Statement of Financial Accounting Standards
      (SFAS) No. 157, Fair Value Measurements. This Statement defines fair value
      for
      certain financial and nonfinancial assets and liabilities that are recorded
      at
      fair value, establishes a framework for measuring fair value, and expands
      disclosures about fair value measurements. This guidance applies to other
      accounting pronouncements that require or permit fair value measurements. On
      February 12, 2008, the FASB finalized FASB Staff Position (FSP) No.157-2,
      Effective Date of FASB Statement No. 157. This Staff Position delays the
      effective date of SFAS No. 157 for nonfinancial assets and liabilities to fiscal
      years beginning after November 15, 2008 and interim periods within those fiscal
      years, except for those items that are recognized or disclosed at fair value
      in
      the financial statements on a recurring basis (at least annually). The adoption
      of SFAS No. 157 had no effect on the Company’s consolidated financial position
      or results of operations.





**Recent
      Accounting Pronouncements**





In
      March
      2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
      and Hedging Activities*an amendment of FASB Statement No. 133” (SFAS 161). This
      Statement requires enhanced disclosures about an entity’s derivative and hedging
      activities, including (a) how and why an entity uses derivative instruments,
      (b)
      how derivative instruments and related hedged items are accounted for under
      SFAS
      No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS
      133), and its related interpretations, and (c) how derivative instruments and
      related hedged items affect an entity’s financial position, financial
      performance, and cash flows. SFAS 161 is effective for financial statements
      issued for fiscal years and interim periods beginning after November 15, 2008.





In
      December 2007, the FASB issued FASB Statement No. 141 (R), “Business
      Combinations” (FAS 141(R)), which establishes accounting principles and
      disclosure requirements for all transactions in which a company obtains control
      over another business. Statement 141 (R) applies prospectively to business
      combinations for which the acquisition date is on or after the beginning of
      the
      first annual reporting period beginning on or after December 15, 2008. Earlier
      adoption is prohibited.





In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements, an amendment of ARB No. 51”. SFAS No. 160
      establishes accounting and reporting standards that require that the ownership
      interests in subsidiaries held by parties other than the parent be clearly
      identified, labeled, and presented in the consolidated statement of financial
      position within equity, but separate from the parent’s equity; the amount of
      consolidated net income attributable to the parent and to the noncontrolling
      interest be clearly identified and presented on the face of the consolidated
      statement of income; and changes in a parent’s ownership interest while the
      parent retains its controlling financial interest in its subsidiary be accounted
      for consistently. SFAS No. 160 also requires that any retained noncontrolling
      equity investment in the former subsidiary be initially measured at fair value
      when a subsidiary is deconsolidated. SFAS No. 160 also sets forth the disclosure
      requirements to identify and distinguish between the interests of the parent
      and
      the interests of the noncontrolling owners. SFAS No. 160 applies to all entities
      that prepare consolidated financial statements, except not-for-profit
      organizations, but will affect only those entities that have an outstanding
      noncontrolling interest in one or more subsidiaries or that deconsolidate a
      subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods
      within those fiscal years, beginning on or after December 15, 2008. Earlier
      adoption is prohibited. SFAS No. 160 must be applied prospectively as of the
      beginning of the fiscal year in which it is initially applied, except for the
      presentation and disclosure requirements. The presentation and disclosure
      requirements are applied retrospectively for all periods presented.


9





The
      Company does not believe that the adoption of the above recent pronouncements
      will have a material effect on the Company’s consolidated results of operations,
      financial position, or cash flows.





**NOTE
      2 ~ CREDIT FACILITY**





On
      November 20, 2007, the Company entered into a Credit and Security Agreement
      with
      Wells Fargo Bank, National Association under which the Company was provided
      with
      a $15 million revolving credit facility. Aggregate amounts outstanding under
      the
      line of credit at March 31, 2008 and December 31, 2007 were approximately $11.8
      million and $10.3 million respectively. Borrowings under the credit facility
      are
      secured by all of the Company’s assets. Upon closing, the Company paid Wells
      Fargo an origination fee of $37,500. The Company also pays Wells Fargo an annual
      fee equal to .25% of the average daily unused portion of the Facility.
      Outstanding loans under the credit facility will become due on November 20,
      2010.




Pursuant
      to the Credit and Security Agreement, among other things:




·
            Interest
                accrues on outstanding loans under the credit facility, at our option,
                at
                a per annum rate equal to the prime rate from time to time in effect
                (5.25% at March 31, 2008) plus .75% percent, or a LIBOR rate selected
                by
                us, plus 3.25%.





·
            In
                the event the Company achieves Net Income (as defined in the Credit
                Agreement), of $1,000,000 in the year ending December 31, 2008, the
                interest rate under the credit facility will be prospectively reduced
                by
                .50% per annum.





·
            Aggregate
                loans (plus the face amount of letters of credit) outstanding under
                the
                credit facility at any time may not exceed the lesser of $15 million
                or a
                borrowing base equal to the sum of 85% of “Eligible Accounts” plus the
                lesser of (i) 60% of “Eligible Inventory” (valued at the lower of cost or
                market), (ii) 85% of the “Net Orderly Liquidation Value of Eligible
                Inventory,” and (iii) $8.5 million. In comparison, our Laurus borrowings
                could not exceed $10 million, with inventory based borrowings limited
                to
                $3.5 million. As of March 31, 2008, the Company’s borrowing base supported
                approximately $14.3 million of borrowings, under the line of credit
                agreement, of which approximately $11.8 million was outstanding.





·
            The
                Company will be required to pay a prepayment fee to Wells Fargo if
                the
                credit facility is terminated prior to maturity. Such fee ranges
                from
                $300,000 if the credit facility is terminated prior to November 20,
                2008,
                to $37,500 if the credit facility is terminated after November 20,
                2009
                but prior to the maturity date.





·
            The
                Company is required to comply with a number of affirmative, negative
                and
                financial covenants. Among other things, these covenants restrict
                the
                Company’s ability to pay dividends, requires the Company to achieve
                minimum quarterly Net Income as set forth in the Credit Agreement,
                and
                requires the Company to maintain a minimum Debt Service Coverage
                Ratio (as
                defined in the Credit Agreement) as of the last day of each quarter
                of not
                less than 1.25 to 1.0. As of March 31, 2008, the Company was in compliance
                with all such covenants.





**NOTE
      3** **~** **CAPITALIZED
      LEASES**





The
      Company has entered into separate capital lease obligations in conjunction
      with
      the acquisition of warehouse racking and office furniture. These assets have
      original capitalized values of $519,000, and have payment terms ranging from
      48
      to 60 months.





Future
      minimum lease payments under noncancelable capital lease obligations at March
      31, 2008 were as follows ($ in thousands):




2008
            
            
            332009
            
            
            12Total
                payments
            
            
            45Less
                amounts relating to interest
            
            
            2Total
                capital lease obligations
            
            
            43Less
                current portion
            
            
            36Capital
                lease obligations, noncurrent
            
            $
            7


10





**NOTE
      4 ~ INCOME TAXES**





The
      reconciliation of the federal statutory rate to the effective income tax rate
      applicable to income (loss) from continuing operations is as follows:





Three Months Ended
              March 31:2008
            
            2007US
                Statutory tax rate – provision (benefit)
            
            
            34.0
            %
            
            34.0
            %Increases
                (decreases) resulting from:State
                income taxes
            
            
            1.5
            
            
            2.4Changes
                in A/R & inventory reserves
            
            
            0.0
            
            
            -Net
                operating loss deductions
            
            
            -
            
            
            (34.0
            )Change
                in Valuation Allowance
            
            
            0.6
            
            
            -Other
                – net
            
            
            2.9
            
            
            -Effective
                income tax rate
            
            
            39.0
            %
            
            2.4
            %





The
      Company records income taxes using the asset and liability approach, whereby
      deferred tax assets, net of valuation allowances, and liabilities are recorded
      for the future tax consequences of temporary differences between financial
      statement and tax bases of assets and liabilities and for the benefit of net
      operating loss carry forwards.





The
      Company incurred significant operating losses during the three years prior
      to
      2007, which generated net operating loss carry-forwards which may be available
      for future utilization. Internal Revenue Code Section 382 places a limitation
      on
      the utilization of Federal net operating loss and other credit carry-forwards
      when an ownership change, as defined by the tax law, occurs. Generally, this
      occurs when a greater than 50 percentage point change in ownership occurs.
      In
      October 2006, as a result of the completion of the Company’s private placement
      transaction, the investors in the private placement as a group became the
      beneficial owners of approximately 96% of the Company’s outstanding shares,
      after consideration of the conversion of convertible promissory notes issued
      to
      those investors in conjunction with the transaction. Accordingly, the actual
      utilization of net operating loss carry-forwards and other deferred tax assets
      for tax purposes will be limited annually under Code Section 382 to a percentage
      of the fair market value of the Company at the date of this ownership change,
      and this effect has reduced the amount of these loss carry-forwards which the
      Company will be able to utilize to offset against future taxable income. As
      a
      result, at December 31,
      200 7, the
      Company has a
      federal net operating loss carry-forward of approximately $4.0 million expiring
      2026. Approximately $2.4 million of the federal net operating loss carry-forward
      is available for utilization in 2008. The remaining $1.6 million can be utilized
      at a rate of approximately $89,000 annually over the following 18 years ending
      2026. In addition, the Company has State net operating loss carry-forwards
      of
      approximately $1.7 million which expire 2025. A valuation allowance has been
      provided against the net deferred tax assets available after the year ending
      December 31, 2008, due to the uncertainty of the Company’s ability to generate
      long-term taxable income. The Company expects to reduce its valuation allowance
      if and when it believes that it is more likely than not that it will be
      realized.





Effective
      January 1, 2007, the Company adopted Financial Accounting Standards Board
      Interpretation No. 48, “Accounting for Uncertainty in Income Taxes (“FIN 48”)
—an interpretation of FASB Statement No. 109, Accounting for Income Taxes.” The
      Interpretation addresses the determination of whether tax benefits claimed
      or
      expected to be claimed on a tax return should be recorded in the financial
      statements. Under FIN 48, the Company may recognize the tax benefit from an
      uncertain tax position only if it is more likely than not that the tax position
      will be sustained on examination by the taxing authorities, based on the
      technical merits of the position. The tax benefits recognized in the financial
      statements from such a position should be measured based on the largest benefit
      that has a greater than fifty percent likelihood of being realized upon ultimate
      settlement. FIN 48 also provides guidance on derecognition, classification,
      interest and penalties on income taxes, accounting in interim periods and
      requires increased disclosures. At the date of adoption, and as of March 31,
      2008, the Company does not have a liability for unrecognized tax
      benefits.




The
      Company files income tax returns in the U.S. federal jurisdiction and various
      states. The Company is subject to U.S. federal or state income tax examinations
      by tax authorities for five years after 2002. During the periods open to
      examination, the Company has net operating loss and tax credit carry forwards
      for U.S. federal and state tax purposes that have attributes from closed
      periods. Since these NOLs and tax credit carry forwards may be utilized in
      future periods, they remain subject to examination.


11




The
      Company’s policy is to record interest and penalties on uncertain tax provisions
      as income tax expense. As of March 31, 2008, the Company has no accrued interest
      or penalties related to uncertain tax positions.





**NOTE** **5
      ~ COMMITMENTS & CONTINGENCIES**





***General***





Sales
      to
      certain consumers of video surveillance and other security products may be
      subject to sales tax requirements and possible audits by state taxing
      authorities. The Company records its estimated sales tax liability and includes
      that amount as an accrued obligation until paid.





The
      Company is also party to other disputes in the normal course of business.
      Management believes the ultimate resolution of such disputes will not have
      a
      material effect on the financial statements.





***Lease
      and Rents***





The
      Company leases warehouse and office space under an operating lease agreement
      which expires on September 30, 2009. Under the terms of the lease, the Company
      paid no rent for six months, and then pays monthly rent of $25,704 for the
      remainder of the sixty-six month lease. The Company records rent on a
      straight-line basis over the life of the lease and records the difference
      between amounts paid and expense recorded as a deferred lease liability.





The
      minimum annual rentals under the non-cancelable lease for the periods subsequent
      to March 31, 2008 are as follows ($ in thousands):





Years
                Ending December 31:
            
            Amount2008
            
            
            2512009
            
            
            250$
            501





***Vendor
      Agreement***





On
      October 2, 2006, the Company entered into a new Product Distribution Agreement
      (“Agreement”) with Samsung, under which the Company was granted the right to
      distribute Samsung’s complete line of professional video surveillance and
      security products in North, Central and South America (“Territory”) through
      December 31, 2010. Pursuant to the Agreement, Samsung has agreed to a limited
      non-compete in the Territory. The Agreement also provides for minimum annual
      purchase amounts of $21 million, $27 million, $32.4 million, $38.9 million,
      and
      $46.7 million for the years ending December 31, 2006, 2007, 2008, 2009, and
      2010, respectively, and allows Samsung to terminate the Agreement at any time
      if
      the Company does not achieve the annual minimum purchase amounts, as well as
      upon the Company’s breach of any of its other obligations thereunder. For the
      years ended December 31, 2006 and December 31, 2007, the Company exceeded its
      minimum purchasing commitment under the agreement. For the years ended December
      31, 2006 and December 31, 2007, the Company purchased approximately $21.3
      million and $28 million, respectively under the Distributorship Agreement with
      Samsung. During the three months ended March 31, 2008 the Company purchased
      approximately $8.3 million under the Distributorship Agreement with Samsung.




Samsung
      has established a credit limit under which the Company purchases products.
      During the year ended 2007, the limit was approximately $6.5 million. In January
      2008, the limit was increased to approximately $10 million. The Company must
      pay
      in advance of shipment when the credit limit has been met or exceeded. As of
      March 31, 2008, $7.7 million was due to Samsung under this agreement.


12





**NOTE
      6 ~ 2004 STOCK INCENTIVE PLAN**





In
      February 2004, the Company adopted its 2004 Long-Term Stock Plan and reserved
      up
      to 118,798 shares of Common Stock for issuance thereunder. In June 2006 the
      shares available under this Plan increased from 118,798 to 200,000, and in
      October 2006 the shares available were increased under this Plan to
      5,900,000.




A
      summary
      of the status and activity of the Company’s stock options for the three months
      ended March 31, 2008 is presented below:





Three
                Months Ended March 31, 2008Shares
            
            Weighted
                Ave Exercise PriceOutstanding
                at January 1, 2008:
            
            
            5,962,218
            
            $
            1.08Granted
            
            
            -
            
            
            -Exercised
            
            
            -
            
            
            -Forfeited
            
            
            -
            
            
            -Outstanding
                at March 31, 2008:
            
            
            5,962,218
            
            $
            1.07Options
                Exercisable at March 31, 2008:
            
            
            3,278,041
            
            $
            1.70




The
      aggregate intrinsic values of outstanding and exercisable shares at March 31,
      2008 were approximately $3,108,000 and $1,746,000 respectively.




The
      following table summarizes information about stock options outstanding as of
      March 31, 2008:




Outstanding
                Options
            
            Exercisable
                OptionsExercise Prices
            
            
            Shares Outstanding at March 31, 2008
            
            
            Weighted-average Remaining Contractual Life
            
            
            Number Outstanding at March 31, 2008$
            0.20
            
            
            5,363,591
            
            
            8.6
                years
            
            
            3,017,020.60
            
            
            300,000
            
            
            3.9
                years
            
            
            156,249.80
            
            
            150,000
            
            
            9.8
                years
            
            
            34,167.95
            
            
            100,000
            
            
            9.8
                years
            
            
            22,77815.93
            
            
            4,637
            
            
            5.3
                years
            
            
            4,63742.50
            
            
            2,000
            
            
            7.0
                years
            
            
            1,50075.00
            
            
            13,366
            
            
            6.8
                years
            
            
            13,366>
                130.00
            
            
            28,625
            
            
            5.9
                years
            
            
            28,6255,962,218
            
            
            8.6
                years
            
            
            3,278,342




There
      were no stock options exercised during the three months ended March 31, 2008.
      The Company recognized compensation expense from the vesting of issued stock
      options of approximately $23,000 for the three months ended March 31, 2008,
      and
      had estimated future compensation expense from these stock options of
      approximately $183,000 at March 31, 2008 which will be recognized over the
      remaining estimated weighted useful life of 24 months.





**NOTE
      7 ~ WARRANTS**





A
      summary
      of the Company’s outstanding warrants at March 31, 2008 is as
      follows:


13





Description
            
            Shares
            
            Approx. Remaining Term (Years)
            
            Exercise PriceLaurus
                Master Fund
            
            
            26,800
            
            
            3.3
            
            $
            30.00Laurus
                finder’s fee
            
            
            1,880
            
            
            3.2
            
            $
            175.00ESI
            
            
            60,000
            
            
            3.5
            
            $
            75.00Rapor
                shareholders
            
            
            27,079
            
            
            3.7
            
            $
            152.00Oct.
                2004 bridge financing
            
            
            15,333
            
            
            1.6
            
            $
            75.00Consultant
            
            
            3,500
            
            
            1.5
            
            $
            175.00
                – $ 250.00Consulting
                fee paid to director
            
            
            1,875,000
            
            
            1.5
            
            $
            0.20Consultant
            
            
            100,000
            
            
            3.9
            
            $
            0.60Consultant
            
            
            150,000
            
            
            4.5
            
            $
            0.82Consultant
            
            
            300,000
            
            
            2.7
            
            $
            1.152,559,592


14


**Item
      2. Management’s Discussion and Analysis or Plan of
      Operation.**





*Statements
      contained in this Quarterly Report on Form 10-Q, other than the historical
      financial information, constitute “forward-looking statements” within the
      meaning of the Private Securities Litigation Reform Act of 1995. All such
      forward-looking statements involve known and unknown risks, uncertainties or
      other factors which may cause actual results, performance or achievement of
      the
      Company to be materially different from any future results, performance or
      achievement expressed or implied by such forward-looking statements. Primary
      risk factors include, but are not limited to: reliance on* *primary
      supplier* *;
      credit limits imposed by primary supplier; outstanding indebtedness; effective
      integration of recently acquired operations and personnel; expansion risks;
      effective internal processes and systems; reliance on two key customers; the
      ability to attract and retain high quality employees; changes in the overall
      economy; rapid change in technology; the number and size of competitors in
      its
      markets; law and regulatory policy; the mix of products and services offered
      in
      the Company's target markets; and other risks described herein and in the
      Company’s 2007 Annual Report on Form 10-K.*




*The
      following discussion of results of operations and financial condition is based
      upon, and should be read in conjunction with, our consolidated condensed
      financial statements and accompanying notes thereto included elsewhere
      herein* *.*





**Summary
      of Our Business**


We
      provide video surveillance products and systems for a variety of applications
      and for use in numerous markets including educational institutions, retail
      stores and warehouses, gaming establishments, theme parks, public works
      projects, bank branches and offices, and many other homeland security
      applications.





Our
      product line includes cameras designed for specific applications, recording
      systems, displays, management software and other necessary ancillary products.
      These products can be configured as a system that is scalable as customer needs
      expand or become more complex in nature.





We
      primarily target the middle market where a typical customer’s need is for a
      system that incorporates from four cameras to sixty-four cameras in any one
      location. We offer a premium brand and a wide product range with an attractive
      product feature set that is backed by a strong service and support platform.
      Our
      customers include distributors and system integrators that specialize in the
      supply and/or installation of video surveillance and other physical security
      products, such as access control and intrusion detection.





We
      represent Samsung Electronics as the primary distributor of their branded
      security and surveillance products in the Americas. We also sell a line of
      complementary products under the GVI brand in those territories. Samsung
      Electronics has been and continues to be our primary supplier of the video
      security products that we distribute. In October 2006, we entered into a new
      agreement with Samsung under which we have been granted the right to distribute
      Samsung’s complete line of professional video surveillance and security products
      in North, Central and South America through December 31, 2010. Samsung has
      agreed to a limited non-compete in these territories.





In
      order
      to serve our customers with timely delivery and after sales service, we operate
      sales and distribution centers in Dallas, Texas, Mexico City, Mexico, Sao Paulo,
      Brazil and Bogotá, Colombia. We also operate a customer call center in Dallas
      Texas.





**Our
      Products**


Our
      suite
      of video surveillance and integrated security solutions includes a full line
      of
      cameras, which include motion detection, low-light and Infrared illuminated,
      day/night and high resolution, waterproof and weather-resistant cameras, vandal
      resistant domes; high-speed, remote-controlled dome cameras and casings; as
      well
      as a complete range of lenses; all of which can be fully integrated into
      existing security systems. Our full product line includes a range of displays;
      real-time and time-lapse DVR’s, video transmission equipment; digital video
      processors, switchers and video management systems; digital video recording
      software; and hardware and software that enable intelligent video
      surveillance.


15





**Strategies**


Our
      objective is to provide our customers and partners with a wide range of security
      products designed to install, operate and service with relative ease while
      meeting the needs of the end user. Our goal is to provide our customers with
      excellent service and superior technology at competitive prices.





We
      believe that by delivering the highest levels of customer service along with
      effective solutions for the markets that we address, we can strengthen our
      reputation as a reliable and cost-effective provider in the electronic security
      systems industry and develop customer loyalty. We strive to anticipate and
      meet
      our customers’ needs by increasing the range of products and services we offer,
      by entering into new business alliances and by pursuing acquisitions of
      complementary businesses enabling us to offer new products and services. Our
      goals include further developing our expertise and products in the security
      video sector, as well as developing other security or ancillary products to
      supplement and complement our existing product line. However, there can be
      no
      assurance that we will consummate any additional acquisitions or that any
      business we acquire will be successful. In addition, the acquisition of a
      business through the issuance of our securities will result in dilution to
      our
      existing stockholders.





**Distribution
      and Marketing**


We
      offer
      our products and services through local, regional and national system
      integrators and distributors who resell our products to professional security
      providers. System integrators utilize our products to develop and install a
      fully integrated security suite for end users. We also utilize regional sales
      executives who often support sales across all of our product offerings. We
      use a
      combination of our internal sales force and independent representatives to
      sell
      our products to our customers.





**THREE
      MONTHS ENDED MARCH 31, 2008 COMPARED TO THREE MONTHS ENDED MARCH 31,
      2007**




**NET
      REVENUES**





Net
      revenues increased approximately $325,000, or 3% to approximately $11.3 million
      in the three months ended March 31, 2008 from approximately $11.0 million in
      the
      three months ended March 31, 2007. The increase in revenue reflects increased
      sales to distributors, integrators and installers of a variety of products
      manufactured by Samsung Electronics as well as other manufacturers.





**COST
      OF GOODS SOLD**





Total **** cost
      of
      goods sold decreased approximately $143,000 or 2% to approximately $7.9 million
      for the three months ended March 31, 2008, from approximately $8.0 million
      in
      the three months ended March 31, 2007. This decrease was primarily due to higher
      product margins and lower net freight costs. The decrease was partially offset
      by increased sales during the three month period ended March 31, 2008.





As
      a
      result of the changes described above in revenues and cost of goods sold, gross
      profit for the three months ended March 31, 2008 increased approximately
      $469,000 to approximately $3.4million from approximately $3.0 million for the
      three months ended March 31, 2007, and gross profit as a percentage of revenues
      increased to approximately 30.2% for the three months ended March 31, 2008
      compared with approximately 26.9% for the three months ended March 31,
      2007.





**SELLING,
      GENERAL AND ADMINISTRATIVE EXPENSES**





Selling,
      general, and administrative expenses increased approximately $248,000, or 10%,
      to approximately $2.7 million in the three months ended March 31, 2008 from
      approximately $2.4 million in the three months ended March 31, 2007, as
      follows:





**Sales
      and Marketing.** Sales
      and
      marketing expenses increased approximately $230,000, or 18%, to approximately
      $1.5 million in the three months ended March 31, 2008 from approximately $1.2
      million in the three months ended March 31, 2007. The increase was
      primarily due to increased personnel expense and an increase in expenses to
      operate international offices.





**General
      and Administrative.** General
      and administrative expenses held flat at approximately $1.2 million during
      the
      three months ended March 31 2008 compared with the three months ended March
      31,
      2007. General and Administrative expenses during the three months ended March
      31, 2008 reflect (i) $127,000 of expense for warrants issued to a consulting
      firm during the period (ii) an increase in personnel expenses of approximately
      $81,000 and (iii) a reduction of bad debt expense of approximately $147,000.


16





**INTEREST
      EXPENSE**





Net
      interest expense for the three months ended March 31, 2008 decreased 44% to
      approximately $196,000 from approximately $351,000 in the three months ended
      March 31, 2007. This decrease is primarily a result of a reduction in amortized
      loan fees during the three months ended March 31, 2008 of approximately
      $142,000, compared with the three months ended March 31, 2007. The remaining
      decrease was attributable to the lower interest rate on the Wells Fargo credit
      facility in effect for the three months ended March 31, 2008 compared with
      the
      interest rate on the Laurus facility in effect for the three months ended March
      31, 2007. The decrease was partially offset by the higher average loan balance
      outstanding during the three months ended March 31, 2008 compared with the
      three
      months ended March 31, 2007.





**INCOME
      TAX EXPENSE**





We
      reflected a provision for federal, state and local income tax of approximately
      $210,000 for the three months ended March 31, 2008, as compared to recording
      an
      expense of approximately $4,000 for the three months ended March 31, 2007.
      Provisions for tax recorded in the three months ended March 31, 2008 relate
      to
      both federal income taxes and state franchise taxes that were estimated to
      be
      due in various states in which we are licensed and transact business. Our
      estimated effective tax rate for the three months ended March 31, 2008 was
      39%.





For
      the
      three month period ending March 31, 2007, we did not record any federal income
      tax liability with respect to our net income in that period due to the
      availability of loss carry-forwards.





**NET
      INCOME**





As
      a
      result of the items discussed above, we earned net income of approximately
      $330,000 for the three months ended March 31, 2008 compared with net income
      of
      approximately $160,000 for the three months ended March 31, 2007.





**LIQUIDITY
      AND CAPITAL RESOURCES**




At
      March
      31, 2008, we had cash and equivalents of approximately $487,000, a working
      capital surplus of approximately $14.4 million, and an outstanding balance
      of
      $11.8 million under the Wells Fargo revolving credit facility. In comparison,
      at
      December 31, 2007, we had cash and equivalents of approximately $313,000, a
      working capital surplus of approximately $11.5 million, and an outstanding
      balance under the Wells Fargo revolving credit facility of approximately $10.3
      million. Additionally, we had borrowing availability under the credit facility
      of approximately $3.2 million at March 31, 2008, as compared with borrowing
      availability of $1.9 million at December 31, 2007.




Cash
      increased from $313,000 at December 31, 2007 to $488,000 at March 31, 2008
      primarily as a result of (i) net borrowings under our revolving credit facility
      of $1.4 million, (ii) net income of approximately $330,000, and (iii) an
      increase of approximately $1.0 million in accounts payable. These factors were
      partially offset by (i) an increase in inventory of approximately $1.7 million,
      (ii) an increase in accounts receivable of approximately $600,000, (iii) and
      an
      increase of prepaids and other current assets of approximately
      $300,000.




Management
      believe that cash generated from operations, together with borrowings available
      under the Credit Agreement with Wells Fargo, will provide us with adequate
      financing to fund operations and meet our cash requirements through the end
      of
      2008.




**$15
      Million Wells Fargo Revolving Credit Facility**




On
      November 20, 2007, through our wholly-owned subsidiary GVI Security, Inc.,
      we
      entered into a Credit and Security Agreement with Wells Fargo Bank, National
      Association under which we were provided with a $15 million revolving credit
      facility. On November 21, 2007, we borrowed approximately $10.3 million under
      the credit facility, using approximately $8.6 million of the proceeds to repay
      in full all of our outstanding indebtedness to Laurus Master Fund. In addition,
      we used $1.7 million of the initial loan proceeds to increase our working
      capital. Borrowings under the credit facility are secured by all of our assets.
      Upon closing, we paid Wells Fargo an origination fee of $37,500. We also pay
      Wells Fargo an annual fee equal to .25% of the average daily unused portion
      of
      the Facility. Outstanding loans under the credit facility will become due on
      November 20, 2010.


17




Pursuant
      to the Credit Agreement, among other things:




·
            Interest
                accrues on outstanding loans under the credit facility, at our option,
                at
                a per annum rate equal to the prime rate from time to time in effect
                (5.25% at March 31, 2008) plus .75% percent, or a LIBOR rate selected
                by
                us, plus 3.25%.





·
            In
                the event we achieve Net Income (as defined in the Credit Agreement),
                of
                $1,000,000 in the year ending December 31, 2008, the interest rate
                under
                the credit facility will be prospectively reduced by .50% per
                annum.





·
            Aggregate
                loans (plus the face amount of letters of credit) outstanding under
                the
                credit facility at any time may not exceed the lesser of $15 million
                or a
                borrowing base equal to the sum of 85% of “Eligible Accounts” plus the
                lesser of (i) 60% of “Eligible Inventory” (valued at the lower of cost or
                market), (ii) 85% of the “Net Orderly Liquidation Value of Eligible
                Inventory,” and (iii) $8.5 million.





·
            We
                will be required to pay a prepayment fee to Wells Fargo if the credit
                facility is terminated prior to maturity. Such fee ranges from $300,000
                if
                the credit facility is terminated prior to November 20, 2008, to
                $37,500
                if the credit facility is terminated after November 20, 2009 but
                prior to
                the maturity date.





·
            We
                are required to comply with a number of affirmative, negative and
                financial covenants. Among other things, these covenants restrict
                our
                ability to pay dividends, require us to achieve minimum quarterly
                Net
                Income as set forth in the Credit Agreement, and require us to maintain
                a
                minimum Debt Service Coverage Ratio (as defined in the Credit Agreement)
                as of the last day of each quarter of not less than 1.25 to 1.0.
                As of
                March 31, 2008, we were in compliance with all loan
                covenants.




**CRITICAL
      ACCOUNTING POLICIES AND ESTIMATES**




Our
      condensed consolidated financial statements have been prepared in accordance
      with generally accepted accounting principles. To prepare these financial
      statements, we must make estimates and assumptions that affect the reported
      amounts of assets and liabilities. These estimates also affect our reported
      revenues and expenses. Judgments must be made about the disclosure of contingent
      liabilities as well. Actual results could be significantly different from these
      estimates. We believe that the following discussion addresses the critical
      accounting policies that are necessary to understand and evaluate our reported
      financial results.





**Revenue
      Recognition**





The
      Company’s primary source of revenue is from sales of its products. The Company
      recognizes revenue when the sales process is deemed complete and associated
      revenue has been earned. The Company’s policy is to recognize revenue when
      products have been shipped, risk of loss and title to the product transfers
      to
      the customer, the selling price is fixed and determinable and collectibility
      is
      reasonably assured. Net sales is comprised of gross revenue less expected
      returns, trade discounts and customer allowances, which include costs associated
      with off-invoice mark downs and other price reductions, as well as trade
      promotions. Related incentive costs are recognized at the later of the date
      on
      which the Company recognizes the related revenue or the date on which the
      Company offers the incentive.





The
      Company allows customers to return defective products when they meet certain
      established criteria as outlined in its sales terms and conditions. It is the
      Company’s practice to regularly review and revise, when deemed necessary, its
      estimates of sales returns, which are based primarily on actual historical
      return rates. The Company records estimated sales returns as reductions to
      sales, cost of sales, and accounts receivable and an increase to inventory.
      Returned products which are recorded as inventory are valued based upon the
      amount the Company expects to realize upon its subsequent disposition. The
      Company considers the physical condition and marketability of the returned
      products as major factors in estimating realizable value. Actual returns, as
      well as realized values on returned products, may differ significantly, either
      favorably or unfavorably, from Company estimates if factors such as customer
      inventory levels or competitive conditions differ from estimates and
      expectations and, in the case of actual returns, if economic conditions differ
      significantly from Company estimates and expectations.


18




At
      the
      time revenue is recognized, the Company also records reductions to revenue
      for
      customer incentive programs in accordance with the provisions of Emerging Issue
      Task Force (EITF) Issue No. 01-09, “Accounting for Consideration Given from a
      Vendor to a Customer (Including a Reseller of the Vendor’s Products).” Such
      incentive programs include cash and volume discounts, price protection,
      promotional, cooperative and other advertising allowances. For those incentives
      that require the estimation of sales volumes or redemption rates, such as for
      volume rebates, the Company uses historical experience and internal and customer
      data to estimate the sales incentive at the time the revenue is recognized.
      In
      the event that the actual results of these items differ from the estimates,
      adjustment to the sales incentive accruals would be recorded.





**Inventory**





Inventory
      is stated at the lower of cost (first-in, first-out method) or market and
      consists of goods held for resale and parts used for repair work. Reserves
      are
      recorded for slow-moving, obsolete, nonsaleable or unusable items based upon
      a
      product-level review, in order to reflect inventory balances at their net
      realizable value.





**Advertising**





Advertising
      costs are expensed as incurred. Certain advertising costs, which includes
      various promotional incentives and trade show participation, are reimbursed
      by
      Samsung in the form of marketing incentives and partial reimbursement for trade
      show participation.





**Long-Lived
      Assets**




The
      acquisition of long-lived assets, including furniture and fixtures, office
      equipment, plant equipment, leasehold improvements, computer hardware and
      software and in-store fixtures, is recorded at cost and this cost is depreciated
      over the asset’s estimated useful life. We continually evaluate whether events
      and circumstances have occurred that indicate the remaining estimated useful
      life of long-lived assets may warrant revision or that the remaining balance
      may
      not be recoverable. These factors may include a significant deterioration of
      operating results, changes in business plans or changes in anticipated cash
      flows. When factors indicate that an asset should be evaluated for possible
      impairment, we review long-lived assets to assess recoverability from future
      operations using undiscounted cash flows. Impairments are recognized in earnings
      to the extent that the carrying value exceeds fair value.




**Income
      Taxes**




We
      estimate and record a quarterly income tax provision in accordance with the
      expected effective annual tax rate. As the year progresses, we continually
      refine our estimate based upon actual events and earnings during the year.
      This
      process may result in a change to our expected effective tax rate for the year.
      When this occurs, we adjust income tax expense during the quarter in which
      the
      change in estimate occurs so that the year-to-date provision equals the expected
      effective annual tax rate.




For
      the
      three month periods ended March 31, 2008, income tax expense relates to federal
      income tax along with state and local franchise taxes that are due to various
      states and municipalities in which the Company is licensed and transacts
      business. During the three month period ending March 31, 2007, we did not record
      any federal income tax liability with respect to our earnings in that period
      due
      to the existence and availability of operating loss carry-forwards




**Stock-Based
      Compensation**




In
      December 2004, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards 123R, “Share-Based Payment”. This statement
      requires that the cost resulting from all share-based payment transactions
      be
      recognized in the financial statements. This statement establishes fair value
      as
      the measurement objective in accounting for share-based payment arrangements
      and
      requires all entities to apply a fair-value based measurement method in
      accounting for share-based payment transactions with employees except for equity
      instruments held by employee share ownership plans. Effective January 1,
      2006, we adopted the fair value recognition provisions of SFAS 123R, using
      the
      modified prospective method. Under this method, the provisions of SFAS 123R
      apply to all awards granted or modified after the date of adoption and all
      previously granted awards not yet vested as of the date of adoption.




Determining
      the appropriate fair value model and calculating the fair value of stock-based
      payment awards require the input of highly subjective assumptions, including
      the
      expected life of the stock-based payment awards and stock price volatility.
      We
      use the Black-Scholes option-pricing model to value compensation expense. The
      assumptions used in calculating the fair value of stock-based payment awards
      represent management’s best estimates, but the estimates involve inherent
      uncertainties and the application of management judgment. As a result, if
      factors change and we use different assumptions, our stock-based compensation
      expense could be materially different in the future.




19




**New
      Accounting Pronouncements**





In
      December 2007, the FASB issued FASB Statement No. 141 (R), “Business
      Combinations” (FAS 141(R)), which establishes accounting principles and
      disclosure requirements for all transactions in which a company obtains control
      over another business. Statement 141 (R) applies prospectively to business
      combinations for which the acquisition date is on or after the beginning of
      the
      first annual reporting period beginning on or after December 15, 2008. Earlier
      adoption is prohibited.





In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements, an amendment of ARB No. 51”. SFAS No. 160
      establishes accounting and reporting standards that require that the ownership
      interests in subsidiaries held by parties other than the parent be clearly
      identified, labeled, and presented in the consolidated statement of financial
      position within equity, but separate from the parent’s equity; the amount of
      consolidated net income attributable to the parent and to the noncontrolling
      interest be clearly identified and presented on the face of the consolidated
      statement of income; and changes in a parent’s ownership interest while the
      parent retains its controlling financial interest in its subsidiary be accounted
      for consistently. SFAS No. 160 also requires that any retained noncontrolling
      equity investment in the former subsidiary be initially measured at fair value
      when a subsidiary is deconsolidated. SFAS No. 160 also sets forth the disclosure
      requirements to identify and distinguish between the interests of the parent
      and
      the interests of the noncontrolling owners. SFAS No. 160 applies to all entities
      that prepare consolidated financial statements, except not-for-profit
      organizations, but will affect only those entities that have an outstanding
      noncontrolling interest in one or more subsidiaries or that deconsolidate a
      subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods
      within those fiscal years, beginning on or after December 15, 2008. Earlier
      adoption is prohibited. SFAS No. 160 must be applied prospectively as of the
      beginning of the fiscal year in which it is initially applied, except for the
      presentation and disclosure requirements. The presentation and disclosure
      requirements are applied retrospectively for all periods presented.





In
      March
      2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
      and Hedging Activities*an amendment of FASB Statement No. 133” (SFAS 161). This
      Statement requires enhanced disclosures about an entity’s derivative and hedging
      activities, including (a) how and why an entity uses derivative instruments,
      (b)
      how derivative instruments and related hedged items are accounted for under
      SFAS
      No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS
      133), and its related interpretations, and (c) how derivative instruments and
      related hedged items affect an entity’s financial position, financial
      performance, and cash flows. SFAS 161 is effective for financial statements
      issued for fiscal years and interim periods beginning after November 15, 2008.





The
      Company does not believe that the adoption of the above recent pronouncements
      will have a material effect on the Company’s consolidated results of operations,
      financial position, or cash flows.




**Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk** ****





Foreign
      Currency Exchange Risk





Our
      results of operations and cash flows are not subject in any material
      respect **** to
      fluctuations due to changes in foreign currency exchange rates. We do not
      currently have any foreign currency hedging contracts in place, nor did we
      enter
      into any such contracts during the three months ended March 31, 2008. To date,
      exchange rate fluctuations have had little impact on our operating results
      and
      cash flows.




20





Interest
      Rate Sensitivity




As
      disclosed above, our loans with Wells Fargo bear interest at a fluctuating
      rate
      of interest related to the “prime” and LIBOR rate in effect from time to time.
      Accordingly, increases in these rates will increase our interest expense under
      our agreements with Wells Fargo. We do not use interest rate hedging contracts
      to manage our exposure to changes in interest rates.




**Item
      4. Controls and Procedures.**




Our
      management has evaluated, with the participation of our Chief Executive Officer
      and Chief Financial Officer, the effectiveness of our disclosure controls and
      procedures as of the end of the period covered by this report. Based on that
      evaluation, our Chief Executive Officer and Chief Financial Officer have
      concluded that our disclosure controls and procedures were effective as of
      the
      end of the period covered by this report.




We
      do not
      expect that our disclosure controls and procedures or internal control over
      financial reporting will prevent all errors and all fraud. A control system,
      no
      matter how well conceived and operated, can provide only reasonable assurance
      that the objectives of the system are met and cannot detect all deviations.
       Because of the inherent limitations in all control systems, no evaluation
      of control can provide absolute assurance that all control issues and instances
      of fraud or deviations, if any, within the Company have been detected.




There
      were no changes in our internal controls over financial reporting that occurred
      during our most recently completed fiscal quarter that
      has
      materially affected, or are reasonably likely to materially affect, our internal
      control over financial reporting.





**PART
      II. OTHER INFORMATION** ****




**Item
      6. Exhibits.**




Number
            
            Description31.1
            
            Certification
                of Steven Walin, Chief Executive Officer of the Registrant, pursuant
                to
                Rules 13a-14(a) and 15(d)-14(a) of the Securities Exchange Act of
                193431.2
            
            Certification
                of Joseph Restivo, Chief Financial Officer of the Registrant, pursuant
                to
                Rules 13a-14(a) and 15(d)-14(a) of the Securities Exchange Act of
                193432.1
            
            Certification
                of Steven Walin, Chief Executive Officer of the Registrant, pursuant
                to
                Rules 13a-14(B) and 15(d)-14(b) of the Securities Exchange Act of
                193432.2
            
            Certification
                of Joseph Restivo, Chief Financial Officer of the Registrant, pursuant
                to
                Rules 13a-14(B) and 15(d)-14(b) of the Securities Exchange Act of
                1934




21


**SIGNATURES**




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 thereunto
      duly authorized.




**GVI
                SECURITY SOLUTIONS, INC.**Date:
                May 13, 2008
            By:
            /s/
                Joseph RestivoName:
                Joseph Restivo
              Title:
                Chief Financial Officer





22


**EXHIBIT
      INDEX**




Number
            
            Description31.1
            
            Certification
                of Steven Walin, Chief Executive Officer of the Registrant, pursuant
                to
                Rules 13a-14(a) and 15(d)-14(a) of the Securities Exchange Act of
                193431.2
            
            Certification
                of Joseph Restivo, Chief Financial Officer of the Registrant, pursuant
                to
                 Rules 13a-14(a) and 15(d)-14(a) of the Securities Exchange Act of
                193432.1
            
            Certification
                of Steven Walin, Chief Executive Officer of the Registrant, pursuant
                to
                Rules 13a-14(B) and 15(d)-14(b) of the Securities Exchange Act of
                193432.2
            
            Certification
                of Joseph Restivo, Chief Financial Officer of the Registrant, pursuant
                to
                Rules 13a-14(B) and 15(d)-14(b) of the Securities Exchange Act of
                1934





23