**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D** . **C** . **20549**







**FORM
      10-KSB/A**


**ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**


**FOR
      THE FISCAL YEAR ENDED DECEMBER 31, 2005**


**COMMISSION
      FILE NUMBER 000-21295**







**GVI
      Security Solutions, Inc.**


(Name
      of
      Small Business Issuer in Its Charter)




**Delaware**
              (State
                or Other Jurisdiction of Incorporation or Organization)
            **77-0436410**
              (I.R.S.
                Employer identification number)




**2801
      Trade Center Drive, Suite 120**


**Carrollton,
      Texas 75007**


**(972)
      245-7353**


(Address,
      including zip code, and telephone number,


including
      area code, of registrant’s principal executive offices)







**Securities
      registered pursuant to Section 12(b) of the Act: None**





**Securities
      registered pursuant to Section 12(g) of the Act: Common Stock
      $0** . **001
      par value**









Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15
      (d) of the Exchange Act.      ̈




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


þ Yes  ̈ No




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained herein, and no disclosure will 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-KSB.  ̈




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act.)     ̈ Yes   þ No




The
      issuer had revenues of $41,166,000 for its fiscal year ended December 31,
      2005.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the registrant as of March 23, 2006 was approximately
      $10,200,000. The number of shares outstanding of the registrant’s Common Stock
      as of March 23, 2006 was 51,009,139.





Transitional
      Small Business Disclosure Format:  ̈ Yes  þ No










**PART
      I** **II**




**Item
      9.**  **Directors and Executive Officers of the Registrant.**




The
      following table sets forth our directors and executive officers, their ages
      and
      the positions they hold:




**Name**
            **Age**
            **Position**Howard
                Safir
            63
            Chairman
                of the Board of DirectorsSteven
                E. Walin
            50
            Chief
                Executive Officer and DirectorJoseph
                Restivo
            52
            Chief
                Financial OfficerRichard
                J. Berman
            63
            DirectorBruce
                Galloway
            48
            DirectorJohn
                H. Gutfreund
            76
            DirectorAsa
                Hutchinson
            55
            DirectorJoseph
                R. Rosetti
            72
            DirectorMoshe
                Zarmi
            68
            Director




HOWARD
      SAFIR has served as Chairman of our Board of Directors since February 2004.
      Since December 2001, Mr. Safir has been Chairman and Chief Executive Officer
      of
      SafirRosetti, an investigative and security firm. Prior to that time, Mr. Safir
      was Vice Chairman of IPSA International, a provider of investigative and
      security consulting services. From 1996 to 2000, Mr. Safir served as Police
      Commissioner of New York City. Mr. Safir began his law enforcement career in
      1965 as a special agent assigned to the New York office of the Federal Bureau
      of
      Narcotics, a forerunner of the Drug Enforcement Administration (DEA). From
      1977
      to 1978, Mr. Safir served as Assistant Director of the DEA. In 1994, Mr. Safir
      became New York City's 29th Fire Commissioner. Mr. Safir is currently a director
      of Verint Systems, Inc. and BlastGard International, Inc.





STEVEN
      WALIN has been our Chief Executive Officer since March 6, 2006, and has served
      as director of ours since March 28, 2006. Mr. Walin has over 20 years of
      experience in the security industry. Most recently, from April 2003 until his
      appointment as our Chief Executive Officer, Mr. Walin served as the President
      of
      GE Security Enterprise Solutions, a division of General Electric Company that
      provides security solutions, including video monitoring, intrusion and access
      control systems. Prior to his employment with GE, from July 2001, Mr. Walin
      served as the Senior Vice President - North America Security for the Security
      Systems Division of Siemens Building Technologies. Prior to that, Mr. Walin
      had
      been the President and Chief Operating Officer of Securities Technology Group,
      Inc. until it was acquired by Siemens in July 2001.





JOSEPH
      RESTIVO has been our Chief Financial Officer since March 2006. Prior to his
      employment with us, since January 2003, Mr. Restivo was an independent business
      consultant providing services in the areas of financial and business planning,
      turnaround assistance and operational management support. Prior to that time,
      from January 2000 until January 2002, Mr. Restivo served as the Vice President,
      North American Services and Business Development, for the Security Systems
      Division of Siemens Building Technologies. In addition, from 1990 until 1999,
      Mr. Restivo held numerous positions, including Chief Financial Officer and
      Chief
      Operating Officer, during his employment with Casi-Rusco (subsequently acquired
      by General Electric), a developer and manufacturer of large-scale access control
      systems.





RICHARD
      J. BERMAN has served as one of our directors since February 2004. Mr. Berman’s
      business career spans over thirty-five years of venture capital, management
      and
      mergers and acquisitions experience. In the last five years, Mr. Berman has
      served as a professional director and/or chairman of about a dozen public and
      private companies. He is currently Chief Executive Officer of NexMed, Inc.,
      a
      drug developer; Chairman of National Investment Managers, a public company
      in
      pension administration and investment management; and Chairman of Candidate
      Resources, a private company delivering HR services over the web. In addition
      to
      serving on our board of directors, Mr. Berman serves on the boards of directors
      of the following public companies: Dyadic International, Inc., Internet Commerce
      Corporation, International Microcomputer Software, Inc., MediaBay, Inc., NexMed,
      Inc., National Investment Managers, Inc., Nayna Networks, Inc., and Advaxis,
      Inc. Previously, Mr. Berman worked at Goldman Sachs and was Senior Vice
      President of Bankers Trust Company, where he started the M&A and Leverage
      Buyout Departments.





2


BRUCE
      GALLOWAY has served as one of our directors since February 2004. Mr. Galloway
      is
      currently a managing director of Arcadia Securities, LLC, an NASD registered
      broker-dealer based in New York City. Mr. Galloway is also a managing member
      of
      Galloway Capital Management, LLC. Prior to joining Arcadia, Mr. Galloway was
      a
      managing director and head of the Galloway Division of Burnham Securities,
      Inc.,
      an investment bank and NASD Broker/Dealer based in New York. Prior to joining
      Burnham, from 1991 to 1993, Mr. Galloway was a Senior Vice President at
      Oppenheimer & Company, an investment bank and NASD Broker/Dealer based in
      New York. Mr. Galloway is currently the Chairman of Command Security Corp.
      and
      International Microcomputer, Inc., as well as a director of Forward Industries,
      Inc., DataMetrics Corporation, and Waiter.com, Inc.





JOHN
      H.
      GUTFREUND has served as one of our directors since July 2005. Mr. Gutfreund
      has
      been a Senior Advisor at C.E. Unterberg, Towbin LLC (“CEUT”) since January 2002,
      and the President of Gutfreund & Co., Inc. a financial consulting company,
      since 1993. CEUT supplies capital and financial advice to companies in the
      technology, healthcare and global security industries. Its services include
      public offerings, direct investments, mergers and acquisitions and private
      placements. Formerly, Mr. Gutfreund was with Salomon Brothers for over 38 years,
      including as its Chairman of the Board and Chief Executive Officer from 1981
      until 1991. He is a former Vice Chairman of the New York Stock Exchange and
      a
      past member of the Board of Directors for the Securities Industry Association.
      Mr. Gutfreund is a director of Montefiore Medical Center, New York City, and
      a
      member of its Executive, Finance, Investment and Real Estate Committees; a
      member of the Council on Foreign Relations; a lifetime member of the Board
      of
      Trustees of the New York Public Library and of the Astor, Lenox and Tilden
      Foundations; an honorary trustee of Oberlin (Ohio) College; Trustee, Aperture
      Foundation; and a director of Compudyne Corporation, LCA-Vision Inc., Evercel,
      Inc., Maxicare Health Plans, Inc. and Nutrition 21, Inc.





ASA
      HUTCHINSON has served as one of our directors since July 2005. Mr. Hutchinson
      has been a principal of Hutchinson Group, LLC, a consulting firm, since its
      founding in January 2005, and was a partner in the Washington, D.C. law firm
      Venable LLP, and the chair of its Homeland Security Group from March 2005 until
      March 2006. Mr. Hutchinson was confirmed by the U.S. Senate as Under Secretary
      for Border and Transportation Security at the Department of Homeland Security
      in
      January 2003, shortly after the department was created, and held that position
      until January 2005. From August 2001 until January 2003, Mr. Hutchinson was
      a
      Director of the U.S. Drug Enforcement Administration. As one of the nation’s
      top-ranking homeland security officials after Secretary Tom Ridge, he was
      responsible for more than 110,000 federal employees housed in such agencies
      as
      the Transportation Security Administration, Customs and Border Protection,
      Immigration and Customs Enforcement, and the Federal Law Enforcement Training
      Center. Prior to his work with the Department of Homeland Security, Mr.
      Hutchinson was elected three times to the U.S. House of Representatives, where
      he served on the Judiciary and Intelligence committees, before leading the
      Drug
      Enforcement Administration. He began his career by practicing law in Arkansas,
      where he tried over 100 jury trials over 21 years. Mr. Hutchinson is also a
      director of Saflink Corporation, a provider of biometric security and smart
      card
      solutions.





JOSEPH
      R.
      ROSETTI has served as one of our directors since February 2004. Since December
      2001, Mr. Rosetti has served as the President of SafirRosetti, an investigative
      and security firm. From 1987 to 2000, Mr. Rosetti was the Vice Chairman of
      Kroll
      Associates. As Vice Chairman he had responsibility for Corporate Security/Crisis
      Management, which provides industry and professional organizations with
      preventive measures to combat corporate and financial crimes. From October
      2000
      to November 2001, Mr. Rosetti was a Senior Vice President at IPSA International,
      Inc., a provider of investigative and security consulting services. From 1971
      to
      1987 he was the Director of Worldwide Security for IBM. Mr. Rosetti held
      government positions prior to joining IBM in the U.S. Internal Revenue Service
      and the U.S. Department of Justice and was the Chief Accountant for Marriott
      Mr.
      Rosetti is also the Chairman and a director of MediaBay, Inc., a retailer of
      spoken audio and nostalgia products.





MOSHE
      ZARMI has served as one of our directors since January 1998 and was President
      and Chief Executive Officer from that time until February 2004. Mr. Zarmi has
      30
      years experience, primarily in high technology industries. From February 1993
      to
      January 1997, Mr. Zarmi was the Chief Executive Officer of Geotest, a leading
      Automated Test Equipment company based in Southern California. His extensive
      business experience includes a tenure at Israel Aircraft Industries, where
      he
      held various positions in finance and administration, as well as head of US
      marketing and sales.




3


**Audit
      Committee Financial Expert**




The
      Board
      of Directors has determined that Mr. Berman and Mr. Rosetti are “audit committee
      financial experts,” as such term is defined in Item 401(e) of Regulation S-B,
      and are independent as defined in rule 4200(a)(15) of the listing standards
      of
      the National Association of Securities Dealers.




**Section
      16(a) Beneficial Ownership Reporting Compliance**




The
      members of our Board of Directors, our executive officers and persons who hold
      more than 10% of our outstanding Common Stock are subject to the reporting
      requirements of Section 16(a) of the Exchange Act, which requires them to file
      reports with respect to their ownership of our Common Stock and their
      transactions in such Common Stock. Based solely upon a review of Forms 3 and
      4
      and amendments furnished to the Company by such persons subject to the reporting
      requirements of Section 16(a) of the Exchange Act, we believe that, with the
      exception of the late filing of a Form 3 by our directors Asa Hutchinson and
      John Gutfreund, all reporting requirements under Section 16(a) for the 2005
      fiscal year were met in a timely manner by our directors, executive officers
      and
      beneficial owners of more than 10% of our Common Stock.




**Code
      of Conduct**




The
      Company maintains a Code of Business Conduct and Ethics that is applicable
      to
      all of our employees, including our Chief Executive Officer and Chief Financial
      Officer, and our directors. The Code of Conduct, which satisfies the
      requirements of a “code of ethics” under applicable SEC rules, contains written
      standards that are designed to deter wrongdoing and to promote honest and
      ethical conduct, including the ethical handling of actual or apparent conflicts
      of interest; full, fair, accurate, timely and understandable public disclosures
      and communications, including financial reporting; compliance with applicable
      laws, rules and regulations; prompt internal reporting of violations of the
      code; and accountability for adherence to the code.




**Item
      10. Executive Compensation.**




*Summary
      Compensation Table*




The
      following table sets forth for the periods indicated the compensation we and
      our
      subsidiaries paid to Nazzareno E. Paciotti, our former Chief Executive Officer
      and Chief Financial Officer, who was our only executive officer during 2005.
      Mr.
      Paciotti is no longer employed by us. We had no employees and did not pay any
      compensation in the fiscal year ended December 31, 2003. For information about
      the compensation we paid to an entity controlled by Howard Safir, our Chairman
      of the Board, see “Chairman Compensation.”




**Annual
                Compensation**
            
            
            **Long-Term
                Compensation****Name
                and Principal Positions**
            
            
            **Year**
            
            
            **Salary
                ($)**
            
            
            **Securities**
              **Underlying**
              **Options**Nazzareno
                E. Paciotti
            
            
            2005
            
            $
            263,461
            
            
            375,000*Former
                Chief Executive Officer and Chief *Financial
                Officer**
            
            
            2004
            
            $
            174,247
            (1)
            
            250,000




(1)
            Represents
                salary from February 17, 2004 through December 31, 2004. Mr. Paciotti’s
                annual base salary during 2004 was
                $200,000.




4


*O* *ption
      Grants in Fiscal 2054*




The
      following table summarizes stock options that were granted to the above named
      executive officers during 2005. For information about stock options granted
      to
      Howard Safir, our Chairman of the Board, see “Other Board
      Compensation.”




**Name**
            **Number
                of**
              **Securities**
              **Underlying**
              **Options**
              **Granted**
            **Percentage
                of Total Options Granted to**
              **Employees**
              **in
                2005**
            **Exercise
                Price**
            **Expiration
                Date**Nazzareno
                E. Paciotti
            375,000
            44.9%
            $1.50
            12/31/2006(1)




(1)
            Mr.
                Paciotti’s employment with us was terminated pursuant to a Mutual
                Separation Agreement entered into on March 28, 2006, which provides
                that
                these options expire December 31,
                2006.




*Aggregated
      Option Exercises in Fiscal 2005 and FY-End Option Values*





The
      following table contains information about options exercised by our named
      executive officers during 2005 and the option values as of December 31,
      2005.





**Name**
            **Shares**
              **Acquired**
              **on
                Exercise**
            **Value**
              **Realized**
            **Number
                of Shares**
              **Underlying
                Unexercised Options at**
              **at
                FY-End (#)**
              **Exercisable/Unexercisable**
            **Value
                of**
              **Unexercised**
              **In-the-Money
                Options**
              **at
                FY-End ($)**
              **Exercisable/Unexercisable**(1)****Nazzareno
                E. Paciotti
            __
            __
            250,000/375,000
            $0/$0




_______________




**Employment
      Contracts; Termination of Employment and Change-in-Control
      Arrangements**




***Employment
      Agreement with Chief Executive Officer***




We
      have
      entered into an Employment Agreement, dated as of February 9, 2006, with Steven
      Walin, our Chief Executive Officer. The Employment Agreement is for a three-year
      term of employment which commenced March 6, 2006. Pursuant
      to the Employment Agreement, Mr. Walin is entitled to receive:




·
            An
                annual base salary of $375,000.




·
            A
                signing bonus of $100,000, half of which was payable on the date
                he
                commenced his employment with us, and half of which will be payable
                on
                July 1, 2006.




·
            An
                annual bonus of up to 50% of his base salary based on the achievement
                of
                annual performance targets approved of by our board of directors,
                provided
                that the 50% bonus will be guaranteed with respect to the first nine-month
                period of Mr. Walin’s employment with
                us.




·
            A
                10-year option to purchase 3 million shares of our common stock.The
                exercise price per share with respect to the first 1,000,000 shares
                under
                this option (“Tranche One”) equals $.30, the closing price of our common
                stock on the day before the commencement of Mr. Walin’s employment with
                us, the exercise price per share with respect to another 1,000,000
                shares
                under this option (“Tranche Two”) equals $.52,
                and the exercise price for the final 1,000,000 shares under this
                option
                (“Tranche Three”) equals $.80.
                All of the Tranche One option shares, and 50% of each of the Tranche
                Two
                and Tranche Three option shares will be immediately exercisable,
                and an
                additional 25% of the Tranche Two and Three option shares will become
                exercisable on each of the first and second anniversaries of the
                commencement of Mr. Walin’s employment with us, provided he is then
                employed by us.




5




·
            A
                second 10-year option topurchase
                5% of the number of shares of common stock sold by us in the next
                offering
                of our securities completed within two years of the commencement
                of Mr.
                Walin’s employment with us. The exercise price for this option will equal
                the greater of $.30 and the closing price of our common stock on
                the day
                before the date this option is granted. Fifty percent of the shares
                under
                this option will be immediately exercisable and an additional 25%
                of such
                shares will become exercisable on each of the first and second
                anniversaries of the grant of the option, provided Mr. Walin is then
                employed by us.




In
      addition, pursuant to the Employment Agreement, in the event that Mr. Walin’s
      employment is terminated by us without “Cause” or by Mr. Walin for “Good Reason”
(as such terms are defined in the Employment Agreement), Mr. Walin will be
      entitled to:




·
            payment
                of all accrued but unpaid base salary, his signing bonus (to the
                extent
                then unpaid), and unpaid annual bonus with respect to any completed
                fiscal
                year;




·
            payment
                of his base salary and continued medical benefits for 12 months;
                provided,
                that if such termination occurs after a “Change in Control” Mr. Walin will
                instead be entitled to a payment equal to 200% of his base salary
                and
                continued medical benefits for 24
                months;




·
            pro-rated
                bonus for the year in which the termination occurs, payable following
                such
                fiscal year to the extent he would have otherwise been entitled to
                such
                bonus; and




·
            provided
                at least six months has expired since the last vesting of an option
                grant,
                a pro rata vesting of his option shares which are scheduled to vest
                on the
                next vesting date; provided, that if such termination occurs after
                a
                “Change in Control” or after the first anniversary of Mr. Walin’s
                employment with us, all of the unvested options will immediately
                vest.




If
      Mr.
      Walin’s employment is terminated as a result of his death or disability, we will
      pay him his accrued but unpaid base salary, unpaid signing bonus, and unpaid
      annual bonus with respect to any completed fiscal year, and a pro-rated portion
      of any bonus he would have otherwise been entitled for the fiscal year in which
      the termination occurs.




Mr.
      Walin
      is prohibited under the Employment Agreement from using or disclosing any of
      our
      proprietary information, competing with us, hiring any of our employees or
      consultants and soliciting any of our customers or suppliers to reduce or cease
      business with us.




***Employment
      Agreement with Chief Financial Officer***




We
      have
      entered into an Employment Agreement, dated as of March 28, 2006, with Joseph
      Restivo, our Chief Financial Officer. The
      Employment Agreement is for a three-year term and provides Mr. Restivo
      with:




·
            An
                annual base salary of $200,000.




·
            An
                annual bonus of up to 50% of his base salary based on the achievement
                of
                annual performance targets approved of by our board of
                directors.




·
            A
                10-year option to purchase 750,000 shares of our common stock.The
                exercise price per share with respect to the first 250,000 shares
                under
                this option (“Tranche One”) is $.16, the exercise price per share with
                respect to another 250,000 shares under this option (“Tranche Two”) is
                $.50, and the exercise price for the final 250,000 shares under this
                option (“Tranche Three”) is $.78. Fifty percent of each of the Tranche
                One, Tranche Two and Tranche Three option shares are immediately
                exercisable, and an additional 25% of the shares under each Tranche
                will
                become exercisable on each of the first and second anniversaries
                of the
                commencement of Mr. Restivo’s employment with us, provided he is then
                employed by us.




6




·
            A
                second 10-year option topurchase
                1.25% of the number of shares of common stock sold by us in the next
                offering of our securities completed within two years of the commencement
                of Mr. Restivo’s employment with us, provided that the number of shares
                subject to this option will not exceed 250,000. The exercise price
                for
                this option will equal the greater of $.16 and the closing price
                of our
                common stock on the day before the date this option is granted. Fifty
                percent of the shares under this option will be immediately exercisable
                and an additional 25% of such shares will become exercisable on each
                of
                the first and second anniversaries of the grant of the option, provided
                Mr. Restivo is then employed by us.




In
      addition, pursuant to the Employment Agreement, in the event that Mr. Restivo’s
      employment is terminated by us without “Cause” or by Mr. Restivo for “Good
      Reason” (as such terms are defined in the Employment Agreement), Mr. Restivo
      will be entitled to:




·
            payment
                of all accrued but unpaid base salary and unpaid annual bonus with
                respect
                to any completed fiscal year;




·
            payment
                of his base salary and continued medical benefits for 12 months;
                provided,
                that if such termination occurs after a “Change in Control” Mr. Restivo
                will instead be entitled to a payment equal to 200% of his base salary
                and
                continued medical benefits for 24
                months;




·
            pro-rated
                bonus for the year in which the termination occurs, payable following
                such
                fiscal year to the extent he would have otherwise been entitled to
                such
                bonus; and




·
            provided
                at least six months has expired since the last vesting of his option
                grant, a pro rata vesting of his option shares which are scheduled
                to vest
                on the next vesting date; provided, that if such termination occurs
                after
                a “Change in Control” or after the first anniversary of Mr. Restivo’s
                employment with us, all of the unvested options will immediately
                vest.




If
      Mr.
      Restivo’s employment is terminated as a result of his death or disability, we
      will pay him his accrued but unpaid base salary and unpaid annual bonus with
      respect to any completed fiscal year, and a pro-rated portion of any bonus
      he
      would have otherwise been entitled for the fiscal year in which the termination
      occurs.




Mr.
      Restivo is prohibited under the Employment Agreement from using or disclosing
      any of our proprietary information, competing with us, hiring any of our
      employees or consultants and soliciting any of our customers or suppliers to
      reduce or cease business with us.




***Separation
      Agreement with Nazzareno Paciotti***




On
      March
      28, 2006 we also entered into a Mutual Separation Agreement with Nazzareno
      Paciotti, who was our Chief Financial Officer from February 2004 until such
      date, and who was our Chief Executive Officer from February 2004 until March
      6,
      2006. Pursuant to the Mutual Separation Agreement, the parties mutually agreed
      to the termination of Mr. Paciotti’s employment with us and to his resignation
      as a director and officer of GVI Security Solutions, Inc. and its subsidiaries.
      Mr. Paciotti is entitled to receive severance payments equal to one year of
      his
      annual base salary of $300,000, payable in 12 equal monthly installments. In
      addition, Mr. Paciotti will continue to receive medical benefits until January
      24, 2008. We have also agreed that Mr. Paciotti’s options to purchase an
      aggregate of 625,000 shares of our Common Stock vest in full and will be
      exercisable until December 31, 2006. Mr. Paciotti has agreed to release us
      in
      full from any and all claims and to continue to be bound by the confidentiality
      and non-solicitation terms of his employment agreement.




7


***Director
      Compensation***




*Non-employee
      Directors*




For
      their
      service on our board, our non-employee directors receive a monthly payment
      of
      $2,000 in cash and, as of the 15 th day of
      each month pursuant to our Non-Employee Nonemployee Directors’ Stock Plan, an
      award of shares of our Common Stock with an aggregate fair market value of
      $1,000. For the purposes of these compensation arrangements, Howard Safir,
      our
      Chairman of the Board, is deemed not to be a non-employee director of the
      Company. Our directors are also reimbursed for actual out-of-pocket expenses
      incurred by them in connection with their attendance at meetings of the Board
      of
      Directors.




*Chairman
      Compensation*




We
      have
      entered into an agreement dated as of February 17, 2004 with November Group,
      Ltd. Mr. Safir is the Chairman, Chief Executive Officer and principal of
      November Group. The agreement provides that November Group will provide us
      with
      advice, consultation and assistance over an initial term of three years and
      for
      a fee of $600,000, payable in equal monthly installments over the term of the
      agreement. In the event that we terminate the agreement for a reason other
      than
      a “good reason” (as defined in the agreement), we will be required to pay
      November Group a termination fee of one half of the entire remaining fee. In
      addition, upon a change in control, as defined in the agreement, the entire
      fee
      shall become due and owing.




November
      Group is prohibited under the agreement from copying, using or disclosing any
      of
      our Proprietary Information (as defined in the agreement) during the term of
      the
      agreement and for a period of two years thereafter and has assigned to us all
      rights to any inventions it develops during the term of the agreement that
      pertain directly or indirectly to our business or that are developed during
      work
      time or using our materials or facilities. November Group is also prohibited
      from directly or indirectly soliciting any of our customers, suppliers,
      licensees, licensors and employees during the term of the agreement and for
      a
      period of two years thereafter.




*Other
      Board Compensation*




On
      February 17, 2004, each of our Directors was granted a stock option under our
      2004 Long-Term Incentive Plan to purchase shares of our Common Stock at an
      exercise price of $2.60 per share. The stock options have a ten year term and
      vest in four equal installments over a three-year period that began on the
      date
      of issuance. Each of Messrs. Berman and Galloway was granted a stock option
      to
      purchase 300,000 shares of our Common Stock, Mr. Rosetti was granted a stock
      option to purchase 250,000 shares of our Common Stock, Mr. Zarmi was granted
      a
      stock option to purchase 150,000 shares of our Common Stock and Mr. Safir was
      granted a stock option to purchase 500,000 shares of our Common Stock. In
      addition, at that time we granted options to purchase shares of our Common
      Stock
      to directors who have since resigned.




On
      January 6, 2005, each of our Directors was granted a stock option under our
      2004
      Long-Term Incentive Plan to purchase shares of our Common Stock at an exercise
      price of $1.50 per share. The stock options have a ten year term and vest in
      three equal installments over a two-year period that began on the date of
      issuance. Each of Messrs. Berman, Galloway and Rosetti was granted a stock
      option to purchase 47,500 shares of our Common Stock, Mr. Zarmi was granted
      a
      stock option to purchase 22,500 shares of our Common Stock, and Mr. Safir was
      granted a stock option to purchase 275,000 shares of our Common Stock. In
      addition, at that time we granted options to purchase shares of our Common
      Stock
      to directors who have since resigned.




**Nonemployee
      Directors’ Stock Plan**




On
      October 20, 2005, our Board of Directors approved our Nonemployee Directors’
Stock Plan, and reserved 400,000 shares of Common Stock for issuance thereunder.
      The Nonemployee Directors’ Stock Plan provides for the automatic grant to each
      of our nonemployee directors, on the 15 th day of
      each month, of shares of Common Stock having a fair market value of $1,000.
      Directors may elect in advance to defer the issuance of shares under the Plan
      as
      provided therein. The Nonemployee Directors’ Stock Plan also provides for the
      discretionary grant of awards to nonemployee directors, and pursuant to those
      provisions, on October 20, 2005, each of our nonemployee directors was awarded
      a
      grant of 9,375 shares of Common Stock. For the purposes of this Plan, Howard
      Safir, our Chairman of the Board, has been deemed not to be a nonemployee
      director of the Company .




8


**Stock
      Option Plan**




In
      March
      2004, our stockholders approved our 2004 Long-Term Incentive Plan, reserving
      5,939,913 (after giving effect to the subsequent one-for-65 reverse split)
      shares of our Common Stock for issuance thereunder. The Plan provides for the
      grant of options and other awards to our employees, officers, directors and
      consultants. The Plan authorizes the Board of Directors to issue incentive
      stock
      options (“ISOs”) as defined in Section 422(b) of the Internal Revenue Code of
      1986, as amended, stock options that do not conform to the requirements of
      that
      Code section (“Non-ISOs”), stock appreciation rights (“SARs”), restricted stock,
      stock awards and other stock based awards. Directors who are not employees
      of
      the Company may only be granted Non-ISOs.




The
      Plan
      is administered by the Compensation Committee of the Board of Directors. The
      Compensation Committee has the authority to select those employees, officers,
      directors and consultants whose performance it determines significantly promotes
      the Company’s success to receive discretionary awards under the Plan, grant the
      awards, interpret and determine all questions of policy with respect thereto
      and
      adopt rules, regulations, agreements and instruments deemed necessary for its
      proper administration.




**Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**




The
      following table sets forth information known to the Company with respect to
      the
      beneficial ownership of Common Stock held of record as of April 25, 2006, by
      (1)
      all persons who are owners of 5% or more of our Common Stock, (2) each of our
      named executive officers (see “Summary Compensation Table”), (3) each director,
      and (4) all of our executive officers and directors as a group . Unless
      otherwise indicated, each of the stockholders can be reached at our principal
      executive offices located at 2801 Trade Center Drive, Suite 120, Carrollton,
      Texas 75007.




**SHARES
                BENEFICIALLY OWNED****1****Number**
            **Percent
                (%)***Beneficial
                Owners of more than 5% of Common Stock*
              *(other
                than directors and executive officers)*William
                Teitelbaum2
            7,477,265
            14.7%Fred
                Knoll3
            7,218,938
            14.1%Europa
                International, Inc.4
            6,826,367
            13.4%E&S
                International Enterprises, Inc.5
            3,712,500
            7.2%*Directors
                and Executive Officers*Howard
                Safir6
            675,916
            1.3%Richard
                Berman7
            373,725
            *Bruce
                Galloway8
            302,009
            *Joseph
                Rosetti9
            1,363,647
            2.6%Moshe
                Zarmi10
            163,240
            *Steven
                E. Walin11
            2,000,000
            3.8%Joseph
                Restivo11
            375,000
            *John
                H. Gutfreund
            235,665
            *Asa
                Hutchinson
            35,665
            **All
                directors and executive officers as a group (nine
                persons)*12
            5,524,867
            10.0%




9


*
            Less
                than 1%.





1
            Gives
                effect to the shares of Common Stock issuable upon the exercise of
                all
                options exercisable within 60 days of April 1, 2006 and other rights
                beneficially owned by the indicated stockholders on that date. Beneficial
                ownership is determined in accordance with the rules of the Securities
                and
                Exchange Commission and includes voting and investment power with
                respect
                to shares. Unless otherwise indicated, the persons named in the table
                have
                sole voting and sole investment control with respect to all shares
                beneficially owned. Percentage ownership is calculated based on51,052,283shares of the Common Stock outstanding as of April 21, 2006. All
                information is based upon information furnished by the persons listed,
                contained in filings made by them with the SEC or otherwise available
                to
                the Company.




2
            Mr.
                Teitelbaum’s address is 4 Winston Court, Dix Hills, NY 11746.




3
            Europa’s
                address is P.O. Box 146, Road Town, Tortola, British Virgin Islands.
                Fred
                Knoll is the principal of Knoll Capital Management, L.P., which manages
                Europa’s investments.




4
            Includes
                (i) 6,826,367 shares of Common Stock beneficially owned by Europa;
                (ii)
                59,238 shares of Common Stock beneficially owned by Thinking Technologies,
                L.P., and (iii) warrants to purchase 333,333 shares of Common Stock,
                held
                by Knoll Capital Fund II. Fred Knoll is the principal of Knoll Capital
                Management, L.P., which is the general partner of Thinking Technologies,
                L.P. and the investment manager of Knoll Capital Fund II and Europa.
                Mr.
                Knoll’s address is c/o Knoll Capital Management, LP, 200 Park Avenue,
                Suite 3900, New York, New York
                10166.




5
            Includes
                3,000,000 shares of Common Stock that may be purchased upon exercise
                of
                currently exercisable warrants. The address of E&S International
                Enterprises, Inc. is 5900 Canoga Avenue, Canoga Park, California
                91304.




6
            Includes
                (i) 50,000 shares of Common Stock held by Howard Safir with his wife
                as
                joint tenants, (ii) 559,250 shares of Common Stock that may be purchased
                upon exercise of currently exercisable stock options, (iii) 33,333
                shares
                of Common Stock that may be purchased upon exercise of warrants held
                by
                the November Group Ltd., of which Howard Safir is the Chairman and
                principal member, and (iv) 33,333 shares of Common Stock held by
                the
                November Group Pension Plan.




7
            Includes
                256,825 shares of Common Stock that may be purchased upon exercise
                of
                currently exercisable stock
                options.




8
            Includes
                (i) 3,134 shares of Common Stock held directly, (ii) 3,308 shares
                of
                Common Stock held by the Bruce Galloway IRA, (iii) 3,077 shares owned
                by
                Jacombs Investments, Inc., of which Mr. Galloway is the principal
                shareholder and President, and (iv) 256,825 shares of Common Stock
                that
                may be purchased upon exercise of currently exercisable stock options.




9
            Includes
                (i) 219,325 shares of Common Stock that may be purchased upon exercise
                of
                currently exercisable stock options, (ii) 135,787 shares of Common
                Stock
                that may be purchased upon exercise of warrants, (iii) 298,998 shares
                of
                Common Stock held by Crystal Lakes, L.P., and (iv) 137,832 shares
                of
                Common Stock that may be purchased upon exercise of warrants held
                by
                Crystal Lakes. Mr. Rosetti is the principal partner of Crystal
                Lakes.




10
            Includes
                127,575 shares of Common Stock that may be purchased upon exercise
                of
                currently exercisable stock options. Mr. Zarmi’s address is 215 Frankel
                Boulevard, Merrick, New York 11566.




10




11
            Consists
                solely of shares of Common Stock that may be purchased on conversion
                and
                exercise of options and warrants.




12
            Includes
                Messrs. Safir, Berman, Galloway, Rosetti, Zarmi, Walin, Restivo,
                Gutfreund
                and Hutchinson.




**Item
      12. Certain Relationships and Related Transactions.**




Immediately
      prior to the GVI merger in February 2004, and as a condition thereto, Europa
      exchanged a Demand Note with an outstanding balance of $1,317,000 at December
      31, 2003, and all of our other indebtedness to Europa (approximately $164,000
      at
      December 31, 2003), for 10,000 shares of our Series D Convertible Preferred
      Stock. The shares of Series D Preferred Stock subsequently converted into an
      aggregate of 1,187,983 shares of our Common Stock on April 12, 2004 when we
      filed an amendment to our Certificate of Incorporation increasing our authorized
      number of shares of Common Stock to 75,000,000 and effecting a one-for-65
      reverse split of our Common Stock.




In
      connection with the GVI merger, the former stockholders of GVI were issued
      an
      aggregate of 1,000,000 shares of our Series E Preferred Stock. Each share of
      Series E Preferred Stock converted into approximately 28.2 shares of our Common
      Stock when we filed the amendment to our Certificate of Incorporation increasing
      our authorized number of shares of Common Stock to 75,000,000 and effecting
      a
      one-for-65 reverse split of our Common Stock, so that the shares of Series
      E
      Preferred Stock issued in the GVI merger converted into an aggregate of
      28,214,587 shares of our Common Stock, constituting approximately 95% of our
      shares of Common Stock outstanding immediately after the GVI merger.




The
      two
      largest stockholders of GVI prior to the GVI merger were William Teitelbaum,
      who
      owned approximately 47.8% of GVI’s Common Stock, and GVI Acquisition LLC, which
      owned approximately 38.3% of GVI’s Common Stock. As a result of the GVI merger
      (1) Teitelbaum was issued 13,493,932 shares of our Common Stock (post-split),
      constituting approximately 45.6% of our then outstanding shares of Common Stock
      (assuming the conversion of all other shares of our preferred stock then
      outstanding) and (ii) GVI Acquisition LLC was issued 10,795,145 shares of our
      Common Stock (post-split), constituting approximately 36.5% of the outstanding
      shares of our Common Stock then outstanding (assuming the conversion of all
      other shares of our preferred stock then outstanding).




GVI
      Acquisition LLC is a California limited liability company, whose sole managers,
      Fred Knoll and David Weiner, were directors of ours until December 31, 2004
      and
      January 4, 2005, respectively. Prior to the GVI merger, Mr. Knoll was also
      our
      Chairman. The sole members of GVI Acquisition LLC are Woodman Management
      Corporation, which has a 74.9% membership interest in GVI Acquisition LLC,
      and
      Europa, which has a 25.1% membership interest in GVI Acquisition LLC. Mr. Weiner
      controls Woodman and is its sole stockholder. Mr. Knoll is the principal of
      Knoll Capital Management, L.P., which is the investment manager for
      Europa.




On
      February 18, 2004, we entered into a consulting agreement with Europa pursuant
      to which Europa agreed to provide consulting services to us with respect to
      our
      financial affairs, capitalization and the elimination of certain liabilities
      listed on our balance sheet as of September 30, 2003. As consideration for
      these
      services, we agreed to pay Europa 93% of the amount of the liabilities
      eliminated from our balance sheet (other than as a result of our repayment
      of a
      liability) up to a maximum of $195,000. The agreement had a term of eighteen
      months.




On
      March
      31, 2004, our Chief Executive Officer and affiliates of two of our former
      directors, David Weiner and Fred Knoll, provided us with an aggregate of
      $159,000 of subordinated convertible loans to fund short-term capital
      requirements. Such loans bore interest at a rate of 10% per annum and were
      repaid in full on June 29, 2004.




In
      August
      2004 we entered into a six-month Services Agreement with Rapor pursuant to
      which
      Rapor provided us with technical and engineering support services in connection
      with our sales of integrated security solutions products. In consideration
      for
      these services, we paid Rapor $38,000 per month and reimbursed Rapor for certain
      documented expenses. The Services Agreement was terminated when we consummated
      the merger with Rapor.




11


In
      October 2004 we entered into a Settlement Agreement and General Release with
      William Teitelbaum, who was a founder of GVI Security Inc. and its Chairman
      until May 22, 2003. Pursuant to the Settlement Agreement, in consideration
      for
      650,000 shares of our Common Stock, Mr. Teitelbaum released us from any claims
      with respect to a warrant he alleged had been issued to him by GVI Security,
      Inc., which, following the GVI merger in February 2004, would have entitled
      him
      to purchase 4,030,637 shares of our Common Stock for nominal consideration.
      In
      addition, on January 5, 2005, pursuant to our obligations under the Settlement
      Agreement and as a result of the private placement we completed in December
      2004, we repurchased from Mr. Teitelbaum 6,666,667 shares of our Common Stock
      for a cash purchase price of $10 million ($1.50 per share). Mr. Teitelbaum
      was
      subject to a lock-up provision under that agreement which prohibited him from
      selling any shares of our Common Stock for a period of 15 months following
      the
      repurchase.




On
      October 19, 2004, we, our subsidiary, GVI Security Inc., and Thomas Wade entered
      into a Mutual Separation Agreement whereby the parties mutually agreed to the
      termination of Mr. Wade’s employment with our subsidiary. Prior to his
      termination, Mr. Wade was the beneficial holder of approximately 8.7% of our
      Common Stock and was the President of our subsidiary, and prior to June 23,
      2004, was a director of ours and our President and Chief Operating Officer.
      In
      accordance with Mr. Wade’s employment agreement, Mr. Wade received severance
      payments equal to one year of his annual base salary of $350,000, and for a
      period of one-year, continued car allowances of $800 per month, unaccounted
      for
      expense reimbursements of $1,200 per month, and medical benefits. We also agreed
      that Mr. Wade’s options to purchase 1,975,020 shares of our Common Stock vest in
      full. These options were exercised in 2005. Mr. Wade agreed to release us in
      full from any and all claims and to continue to be bound by all the terms of
      his
      employment agreement.




On
      October 29, 2004, in a private placement exempt from registration under the
      Securities Act, we sold 23 “Units” for an aggregate purchase price of
      $1,150,000, to a group of five purchasers, all of whom are our affiliates.
      Each
      Unit consisted of $50,000 principal amount of 12% Subordinated Secured
      Promissory Notes, and the right to be issued warrants to purchase shares of
      the
      Company’s Common Stock. The Notes were repaid in full in accordance with their
      terms in December 2004 upon the closing of a private placement. As a result
      of
      our December 2004 private placement, and in accordance with the terms of the
      bridge financing, for each $50,000 in principal amount of notes purchased,
      such
      purchaser was issued a five-year warrant to purchase 33,333 shares of Common
      Stock at an exercise price of $1.50 per share. The purchasers of the Units
      were
      (i) an entity controlled by Howard Safir, our Chairman of the Board, (ii)
      Nazzareno E. Paciotti, a former director and our former Chief Executive Officer,
      (iii) a limited partnership of which Joseph Rosetti, a director of ours, is
      the
      principal, (iv) a corporation wholly-owned by David Weiner, a director of ours
      until January 4, 2005, and (v) an equity fund managed by Fred Knoll, a director
      of ours until December 31, 2004. Each purchaser of Units was paid a closing
      fee
      equal to one percent (1%) of the purchase price paid by such purchaser for
      the
      Units.




Pursuant
      to the terms of the Subscription Agreements under which the Units were sold,
      we
      granted “piggy back” registration rights with respect to the shares of Common
      Stock issuable upon exercise of the Warrants and the right to demand
      registration of such shares at any time after 180 days following the issuance
      of
      the Warrants.




As
      a
      result of the closing of the December 2004 private placement, we issued warrants
      to purchase an aggregate of 766,666 shares of Common Stock at a price of $1.50
      per share to the investors in the October 2004 bridge financing, in accordance
      with our obligations under such financing.




On
      December 1, 2004, we acquired Rapor, Inc. in a merger in which we issued to
      Rapor’s former stockholders an aggregate of 2,707,852 shares of our Common Stock
      and seven-year warrants to purchase an aggregate of 1,353,925 shares of our
      Common Stock at an exercise price of $3.04 per share. In connection with the
      closing of the merger, we also paid approximately $184,000 in cash, and issued
      98,007 shares of Common Stock, in satisfaction of secured obligations of Rapor.
      Joseph Rosetti, one of our directors, was a director of Rapor prior to the
      merger. Mr. Rosetti was also the direct holder of approximately 12% of Rapor’s
      outstanding common stock, and a principal partner in a partnership, established
      for the benefit of members of his family, that held approximately 7.5% of
      Rapor’s outstanding common stock. In accordance with the terms of the merger, as
      former stockholders of Rapor, Mr. Rosetti was issued 346,060 shares of Common
      Stock and warrants to purchase 135,787 shares of Common Stock, and the
      partnership was issued 208,998 shares of Common Stock and warrants to purchase
      104,499 shares of Common Stock.




12


**Item
      13. Exhibits.**




The
      following document is filed as part of this report:




14
            Code
                of Business Conduct and Ethics of GVI Security Solutions, Inc.
                (incorporated by reference to the similarly described exhibit previously
                filed as an exhibit to Registrant’s Annual Report on Form 10-KSB/A, as
                filed with the SEC on April 29, 2004).31.1
            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
                1934




**Item
      14. Principal Accountant Fees and Services.**




The
      following table presents fees for professional audit services rendered by
      Mercadien for the audit of the Company’s annual financial statements for the
      years ended December 31, 2005 and 2004, and fees billed for other services
      rendered by Mercadien during those years.




**2005**
            
            
            **2004**Audit
                fees(1)
            
            $
            253,690
            
            $
            216,244Audit
                related fees
            
            
            --
            
            
            --Tax
                fees
            
            $
            15,487
            
            $
            3,136All
                other fees(2)
            
            $
            14,291
            
            $
            40,220Total
                fees
            
            $
            283,470
            
            $
            259,600


_____________________________





(1)
            Includes
                fees paid for professional services rendered in connection with the
                audit
                of annual financial statements and the review of quarterly financial
                statements.




(2)
            Consists
                primarily of fees paid in connection with review of the Company’s
                financial statements in the Company’s Registration Statement on Form SB-2,
                Current Reports on Form 8-K, and related due
                diligence.




**Pre-Approval
      Policies And Procedures**




The
      Audit
      Committee pre-approves all auditing services and permitted non-audit services
      (including the fees and terms thereof) to be performed for us by our independent
      auditor, subject to the de minimis exceptions for non-audit services described
      in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, as amended.
      The
      Audit Committee approved all such services prior to the auditor’s engagement for
      such services during the year ended December 31, 2005.




13


**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, GVI Security Solutions,
      Inc. has caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized, on this 27th day of April, 2006.




GVI
      SECURITY SOLUTIONS, INC.





By: /s/
      Steven Walin


Steven
      Walin


Chief
      Executive Officer





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated.


**Signature**
              
              **Title**
              **Date**/s/
                  Steven Walin
              
              Chief
                  Executive Officer (Principal Executive Officer) and
                  Director
              April
                  27, 2006Steven
                  Walin/s/
                  Joseph Restivo
              
              Chief
                  Financial Officer (Principal Accounting and Financial Officer)
              April
                  27, 2006Joseph
                  Restivo/s/
                  Howard Safir
              
              Chairman
                  of the Board of Directors
              April
                  27, 2006Howard
                  Safir/s/
                  Richard Berman
              
              Director
              April
                  27, 2006Richard
                  Berman/s/
                  Bruce Galloway
              
              Director
              April
                  27, 2006Bruce
                  Galloway/s/
                  John Gutfreund
              
              Director
              April
                  27, 2006John
                  Gutfreund/s/
                  Asa Hutchinson
              
              Director
              April
                  27, 2006Asa
                  Hutchinson/s/
                  Joseph R. Rosetti
              
              Director
              April
                  27, 2006Joseph
                  R. Rosetti/s/
                  Moshe Zarmi
              
              Director
              April
                  27, 2006Moshe
                  Zarmi




14