UNITED STATES
SECURITIES AND EXCHANGE COMMISSION               WASHINGTON, DC  20549                FORM 10-K/A  AMENDMENT NO. 1  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934   X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2009   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________  Commission File No. 000-28238                 GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. (Exact Name of Registrant As Specified In Its Charter)    Delaware54-1521616(State Or Other Jurisdiction Of
Incorporation Or Organization)(I.R.S. Employer Identification No.)  516 Herndon Parkway, Suite A, Herndon, Virginia  20170 (Address of Principal Executive Offices and Zip Code)  Registrants Telephone Number, Including Area Code: (703) 464-5495  Securities registered pursuant to Section 12(b) of the Act:None  Securities registered pursuant to Section 12(g) of the Act:Common Stock, $.001 par value per share   Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ___ No ü  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ___ No ü  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.    Yes ü    No ___   Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ___ No __  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [   ]  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 large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.  Large Accelerated Filer [  ]    Accelerated Filer [  ] Non-Accelerated Filer [  ] Smaller Reporting Company [ü]  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes __ No ü  The aggregate market value of the voting common equity held by non-affiliates based upon the average of bid and asked prices for the Common Stock on June 30, 2009, the last business day of the registrants most recently completed second fiscal quarter as quoted on the OTC Bulletin Board was approximately $12,544,655.  The number of shares outstanding of the registrants common stock, as of March 29, 2010, was 63,696,027.                  DOCUMENTS INCORPORATED BY REFERENCE None.          EXPLANATORY NOTE  The undersigned Registrant hereby amends Item 15 of Part IV of the Registrants annual report on Form 10-K for the year ended December 31, 2009, for the sole purpose of filing Exhibit 23.1, Independent Auditors Consent.  We are not amending any other item of this report.          PART IV          ITEM 15.     EXHIBITS AND FINANCIAL STATEMENT SCHEDULES  FINANCIAL STATEMENTS The financial statements of the Company for the fiscal years covered by this Annual Report are located on page 102 of the Registrants Annual Report on Form 10-K, filed April 2, 2010.  (a) The following financial statements and those financial statement schedules required by Part IV, Item 15 hereof are filed as part of this report:  1. Financial Statements Report of Independent Registered Public Accounting Firm, Consolidated Balance Sheets as of December 31, 2009 and 2008, Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2009, and 2008, Consolidated Statements of Stockholders Equity (Deficit) and Comprehensive Income (Loss) for the years ended December 31, 2009, and 2008, Consolidated Statements of Cash Flows for the years ended December 31, 2009, and 2008, Notes to Consolidated Financial Statements.  2. Financial Statement Schedules:  The financial statements are set forth under Part IV, Item 15 of the Registrants Annual Report on Form 10-K, filed April 2, 2010.  Financial statement schedules have been omitted since they are not required, not applicable, or the information is otherwise included.  (b) The following exhibits are filed as part of this Annual Report on Form 10-K/A1:  EXHIBITS  Incorporated by Reference FromExhibit No.Exhibit DescriptionFormFiling DateFiled
Herewith2.1Amended and Restated Agreement and Plan of Reorganization dated effective June 12, 2003, by and among the Company, RJL Marketing Services, Inc., and the shareholders of RJL Marketing Services, Inc.8-K06/27/20033.1Certificate of Incorporation10-KSB04/15/20043.2Articles of Amendment to Certificate of Incorporation10-KSB04/15/20043.3Certificate of Designation of Rights and Preferences of Series A Convertible Preferred Stock.10-QSB08/15/20033.4Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock.10-QSB08/15/2003   3.5Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock, dated September 24, 2003.10-QSB11/14/20033.6Certificate of Amendment to Certificate of Designation of Preferences and Rights of Series B Convertible Preferred Stock, dated October 27, 2003.10-QSB11/14/20033.7Certificate of Amendment to Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock, dated November 24, 200410-KSB5/15/20053.8By-Laws10-KSB4/15/20044.1Form of Common Stock CertificateSB-23/22/199610.1Employment Agreement, dated August 18, 2003, between the Registrant and William J. Donovan.10-QSB11/14/200310.2Asset Purchase Agreement, dated October 23, 2003, between the Registrant, Difference Engines Corporation and Certain Stockholders.10-QSB11/14/200310.3Amended And Restated 2003 Stock Incentive Plan.10-KSB04/15/200410.4Amended Employment Agreement, dated December 10, 2004, between the Registrant and Michael W. Trudnak.8-K12/20/200410.5Placement Agreement, dated January 26, 2005 between the Registrant and Berthel Fisher & Company Financial Services, Inc.8-K2/02/200510.6Form of Incentive Stock Option Award Agreement.10-Q8/12/200510.7Form of Non-Qualified Stock Option Award Agreement.10-Q8/12/200510.8Form of Systems Implementation Agreement.10-Q11/14/200510.9Employment Agreement, dated December 21, 2005, between the Registrant and Mr. Gregory E. Hare8-K1/31/200610.10Loan Agreement, dated April 21, 2006, by and between the Registrant and Mr. Michael W. Trudnak.8-K/A5/25/200610.11Consulting Agreement, dated January 1, 2006, by and between Registrant and Redwood Consultants LLC.10-Q8/11/200610.12Agreement, dated July 6, 2006, by and between Registrant and The Research Works, LLC10-Q8/11/200610.13Reseller Agreement, dated July 25, 2006, by and between Registrant and Logos Imaging, LLC.10-Q8/11/200610.14Securities Purchase Agreement, dated November 3, 2006, by and among Registrant and Certain purchasers.8-K11/8/200610.15Form of Series A 10% Senior Convertible Debenture, due November 8, 2008.8-K11/8/200610.16Form of Registration Rights Agreement by and among Registrant and Certain Purchasers.8-K11/8/200610.17Form of Series D Common Stock Purchase Warrant Issued to Certain Purchasers.8-K11/8/200610.18Placement Agent Agreement, dated July 14, 2006, by and between Registrant and Midtown Partners & Co., LLC.8-K11/8/200610.19Form of Placement Agents Warrant issued to Midtown Partners & Co., LLC and its designees8-K11/8/200610.20Distribution Agreement, dated August 20, 2006, by and between Registrant and MTS Delft.10-Q11/14/200610.21Distribution Agreement, dated August 20, 2006, by and between Registrant and Calyx (UK) Limited.10-Q11/14/2006   10.22Amendment Agreement, dated October 21, 2006, by and between Registrant and Mr. Michael W. Trudnak.10-Q11/14/200610.23Amendment Agreement, dated November 10, 2006, by and between Registrant and Mr. Michael W. Trudnak.10-Q11/14/200610.24Collaboration Agreement, dated March 23, 2007, by and between Registrant and Confirma, Inc.10-Q5/18/200710.25Public and Investor Relations Agreement, dated May 8, 2007, by and between Registrant and Trilogy Capital Partners, Inc.10-Q8/17/200710.26Software License Agreement, dated June 26, 2007, by and between Registrant and NAST.10-Q8/17/200710.27Consultant Agreement, dated July 19, 2007, by and between Registrant and Medical Image Informatics.10-Q8/17/200710.28Securities Purchase Agreement, dated August 6, 2007, by and among Registrant and Certain purchasers.8-K8/7/200710.29Form of Series F and G Common Stock Purchase Warrant Issued to Certain Purchasers.8-K8/7/200710.30Form of Non-Qualified Stock Option Award Agreement Issued to Certain Executive Officers Related to Continued Deferral of Salary10-Q11/13/200710.31Strategic Alliance and Joint Development Agreement, dated October 16, 2007, by and between Registrant and with Control Screening, LLC, d/b/a AutoClear.10-K4/16/200810.32Marketing License Agreement, dated November 1, 2007, by and between Registrant and EGC Informatics, Inc., d/b/a International Threat Detection Systems (ITDS).10-K4/16/200810.33Consulting Agreement, dated July 19, 2008, by and between Registrant and BND Software.8-K7/22/200810.342009 Stock Compensation Plan, Adopted June 4, 20098-K6/22/200910.35Form of Non-Qualified Stock Option Award Agreement, 2009 Stock Compensation Plan8-K6/22/200910.36Form of Restricted Stock Award Agreement, 2009 Stock Compensation Plan8-K6/22/200910.37Form of Restricted Stock Rights Agreement, 2009 Stock Compensation Plan8-K6/22/200910.38Amended Policy Independent Director Compensation, effective July 1, 20098-K6/25/200910.39Form of Independent Director Non-Qualified Stock Option Award Agreement8-K6/25/200910.402009 Stock Compensation Plan, amended and effective July 24, 20098-K8/4/200910.41Placement Agent Agreement, dated July 20, 2009, by and between Registrant and Grant Bettingen, Inc.8-K8/4/200910.42Convertible Promissory Note, six month term8-K8/4/200914.1Code of Ethics for Chief Executive Officer and Senior Financial Officers10-KSB4/15/200421List of Subsidiaries.10-K4/2/201023.1Consent of KBL, LLPX31.1Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CEO)X   31.2Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CFO)X32.1Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CEO)X32.2Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CFO)X         SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amended Report to be signed on its behalf by the undersigned, thereunto duly authorized.   GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.By:
/s/ Michael W. Trudnak
Michael W. Trudnak
Chief Executive Officer
(Principal Executive Officer)By:        /s/ Gregory E. Hare
Gregory E. Hare
Chief Financial Officer
(Principal Financial and Accounting Officer)  Pursuant to the requirements of the Securities Exchange Act of 1934, this Amended Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.  SignatureTitleDate/s/ Michael W. Trudnak
Michael W. TrudnakChairman of the Board, Chief Executive Officer and Secretary, Director
(Principal Executive Officer)April 9, 2010/s/ William J. Donovan
William J. DonovanPresident and Chief Operating Officer, DirectorApril 9, 2010/s/ Gregory E. Hare
Gregory E. HareChief Financial Officer
(Principal Financial and Accounting Officer)April 9, 2010/s/ Henry A. Grandizio
Henry A. GrandizioDirectorApril 9, 2010/s/ Sean W. Kennedy
Sean W. KennedyDirectorApril 8, 2010/s/ Charles T. Nash
Charles T. NashDirectorApril 9, 2010