================================================================================

                       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, 2003
                        COMMISSION FILE NUMBER 000-21295

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

                          GVI SECURITY SOLUTIONS, INC.
                 (Name of Small Business Issuer in Its Charter)

<TABLE>
<CAPTION>
<S>                                                                  <C>
                         DELAWARE                                                   77-0436410
     (State or Other Jurisdiction of Incorporation or                (I.R.S. Employer identification number)
                       Organization)
</TABLE>


                          1621 WEST CROSBY - SUITE 104
                             CARROLLTON, TEXAS 75006
                                 (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:  (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.

                                 |X| 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. |X|

      The issuer had no revenues in its most recent fiscal year.

      The aggregate market value of the voting and non-voting common equity held
by  non-affiliates  of the  registrant  as of April 22,  2004 was  approximately
$15,856,930.  The number of shares outstanding of the registrant's  common stock
as of April 22, 2004 was 29,604,005.

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

      Transitional Small Business Disclosure Format:

                                 |_| Yes |X| No

================================================================================

<PAGE>

                                    PART III

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:

<TABLE>
<CAPTION>

NAME                            AGE                          POSITION
----                            ---                          --------
<S>                             <C>     <C>
Nazzareno E. Paciotti            58     Chief Executive Officer, Chief Financial Officer and Director
Howard Safir 3                   62     Chairman of the Board of Directors
Daniel J. Altobello 2 3          63     Director
Richard J. Berman 1 2            61     Director
Fredrick W. Gluck 3              68     Director
Bruce Galloway 1                 46     Director
Fred Knoll                       48     Director
Joseph R. Rosetti 1              70     Director
Thomas Wade                      41     President, Chief Operating Officer and Director
David Weiner 2                   47     Director
Moshe Zarmi 3                    66     Director
</TABLE>

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

1  Member of the Audit Committee

2  Member of the Compensation Committee

3  Member of the Governance Committee


                        INFORMATION CONCERNING DIRECTORS

      Each of our  directors  will  serve  until  our  next  Annual  Meeting  of
Stockholders or until his respective  successor shall have been duly elected and
qualified.

      HOWARD  SAFIR has served as one of our  directors  and 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 owned by Omnicom  Group,  Inc.  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.

      NAZZARENO  PACIOTTI has served as our Chief  Executive and Chief Financial
Officer since  February  2004. He has also served as one of our directors  since
February  2004.  From  December  2001 to February  2004,  Mr.  Paciotti  was the
President and Chief Operating  Officer of Pinkerton  Consulting & Investigations
Division, a global provider of security consulting,  investigations and business
risk services.  Prior to joining  Pinkerton,  Mr.  Paciotti was Chief  Financial
Officer of Kroll, Inc. from July 1992 to December 2001.


                                       2
<PAGE>


      DANIEL J.  ALTOBELLO  has served as one of our  directors  since  February
2004. Mr. Altobello has been Chairman of Altobello Family LP since January 1991.
Mr. Altobello was also Chairman of the board of directors of Onex Food Services,
Inc., the parent corporation of Carterair International, Inc. and LSG/SKY Chefs,
from September 1995 to June 2001.  From 1989 to 1995,  Mr.  Altobello  served as
Chairman,  President  and Chief  Executive  Officer  of  Caterair  International
Corporation.  From 1979 to 1989, he held various  managerial  positions with the
food  service   management   and  in-flight   catering   divisions  of  Marriott
Corporation,  including  Executive  Vice President of Marriott  Corporation  and
President  of  Marriott  Airport  Operations  Group.  Mr.  Altobello  began  his
management  career at Georgetown  University as Vice President of Administration
Services.  Mr.  Altobello  is  currently  a director  of Mesa Air  Group,  World
Airways, Inc., American Management Systems, Inc. and Friedman,  Billings, Ramsey
Group, Inc., a registered broker-dealer and reporting company.

      RICHARD J. BERMAN has served as one of our directors  since February 2004.
Since  2000,  Mr.  Berman  has  been  Chairman  of the  board  of  directors  of
Knowledgecube Group, Inc., an early stage venture capital firm, and of Candidate
Resources,  Inc., a human resources company that delivers services over the Web.
From 1998 to 2000,  Mr.  Berman was Chairman of the board of directors and Chief
Executive   Officer   of   Internet   Commerce   Corporation,    an   e-commerce
business-to-business  service  provider.  From  1982 to  1998,  Mr.  Berman  was
President  of the  American  Acquisitions  Company,  a  privately-held  merchant
banking  firm and from  1983 to 1993,  Chairman  of the  board of  directors  of
Prestolite  Battery  Company of Canada.  From 1975 to 1982, Mr. Berman served in
various executive positions at Banker's Trust Company,  including as Senior Vice
President  responsible  for  managing the mergers and  acquisitions  and private
equity  groups  of  Banker's  Trust.  Mr.  Berman is  currently  a  director  of
International   Microcomputer  Software,  Inc.,  a  software  company,  Internet
Commerce Corporation,  an internet supply chain company, NexMed, a life sciences
company, and MediaBay, Inc., a retailer of spoken audio and nostalgia products.

      BRUCE GALLOWAY has served as one of our directors since February 2004. Mr.
Galloway is currently a managing member of Galloway Capital Management,  as well
as a managing director of Burnham Securities,  a New York-based investment bank,
positions he has held since November 1992. From 1990 to 1992, Mr. Galloway was a
senior vice president at the global investment bank,  Oppenheimer & Company. Mr.
Galloway is currently the Chairman of International Microcomputer Software, Inc.
and Datametrics  Corporation,  a military contractor based in Orlando,  Florida.
Mr.  Galloway is also the Chairman of the Equity  Committee for Seitel,  Inc. He
also serves as a director of Forward Industries, Inc.

     FREDERICK W. GLUCK has served as one of our directors  since February 2004.
Mr.  Gluck  joined  McKinsey &  Company,  Inc.  in 1967 and  served as  Managing
Director of McKinsey  from 1988 to 1994.  After  retiring  from McKinsey in June
1995,  Mr.  Gluck  joined  Bechtel  Group,  Inc.  ("Bechtel"),  an  engineering,
construction and project management company. From January 1996 to July 1998, Mr.
Gluck served as Vice  Chairman and Director of Bechtel.  In 1998 he retired from
Bechtel and  rejoined  McKinsey as a special  consultant  to the firm until July
2003. Mr. Gluck is also a director of HCA Corporation and Amgen Inc.


                                       3
<PAGE>


      FRED KNOLL has served as one of our directors since September 1994 and was
Chairman of the Board of Directors  from  September  1994 until  February  2004.
Since 1987 Mr.  Knoll has been the  principal  of Knoll  Capital  Management,  a
private investment  management company.  Mr. Knoll is also the portfolio manager
of two hedge funds: Europa International (a.k.a. Knoll Capital Fund I) and Knoll
Capital Fund II, and manages a private account for ABN Amro Inc.

      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 owned by Omnicom Group,  Inc. 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 a director of MediaBay, Inc.,
a retailer of spoken audio and nostalgia products.

      THOMAS WADE has served as our President and Chief Operating  Officer since
February  2004. He has also served as one of our directors  since February 2004.
Mr. Wade, a founder of GVI Security, Inc., has served as the President and Chief
Executive Officer of GVI since April 2000.

      DAVID WEINER has served as one of our directors since February 2004 and as
a director of our wholly owned  subsidiary  GVI since May 2003.  Currently,  Mr.
Weiner is the President of W-Net,  Inc., an investment  and  consulting  firm he
founded in 1998.  From December  2002 to April 2003 Mr. Weiner was  Co-President
for  Trestle  Holding  Inc.,  a provider  of digital  imaging  and  telemedicine
products.  In 1993, Mr. Weiner joined K-tel, a music retailer, as Vice President
of Corporate  Development.  After creating and successfully executing a business
plan for K-tel, he advanced to the position of President in 1996,  which he held
until he left to form W-Net in 1998.

      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. From
July 1997 to December  1997,  Mr. Zarmi was a consultant to us. 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.


                                       4
<PAGE>


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 ten percent 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 upon the copies of Section 16(a)
reports which we received from these individuals for their  transactions for the
year ended  December 31, 2003 (the "2003  Fiscal  Year") in our common stock and
their common stock holdings,  we believe that all reporting  requirements  under
Section  16(a)  for the 2003  Fiscal  Year  were met in a timely  manner  by our
directors,  executive officers and beneficial owners of greater than ten percent
of our common stock.

CODE OF ETHICS

      We have adopted a "code of ethics" as defined by  applicable  rules of the
Securities  and  Exchange  Commission,  which is  applicable  to our  directors,
officers and employees.  If we make any amendments to the code of ethics for our
senior  officers,  financial  and  reporting  persons or  directors  (other than
technical,  administrative,  or other non-substantive  amendments), or grant any
waivers,  including  implicit  waivers,  from a  provision  of this code to such
persons,  we will disclose the nature of the amendment or waiver,  its effective
date and to whom it applies  in a report on Form 8-K filed  with the  Securities
and Exchange Commission.

ITEM 10. EXECUTIVE COMPENSATION.

      As of December 31, 2003 we did not have any  employees  and we did not pay
any compensation in the three fiscal years ended December 31, 2003.

      We did not issue any stock options during the year ended December 31, 2003
and no stock options were exercised during that period.

DIRECTOR COMPENSATION

      With the exception of Mr.  Safir,  the Chairman of our Board of Directors,
our  directors  do not receive any cash  compensation  for their  service on the
Board of  Directors.  Our  directors  are  reimbursed  for actual  out-of-pocket
expenses incurred by them in connection with their attendance at meetings of the
Board of Directors.


                                       5
<PAGE>


Chairman Compensation

      We have  entered  into an  agreement  dated as of  February  17, 2004 with
November Group,  Ltd. Mr. Safir is the Chairman and Chief  Executive  Officer 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,
supplier,  licensee, licensor and employees during the term of the agreement and
for a period of two years thereafter.

Other Board Compensation

      On  February  17,  2004,  with  the  exception  of Mr.  Wade,  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
(after  giving effect to the  subsequent  one-for-65  reverse stock split).  The
stock  options have a ten year term and vest in four equal  installments  over a
three-year  period. The first quarter of each such option vested on February 17,
2004, and the remainder of each such option will vest in equal  installments  on
February 17 of each of the next three-years.  Each of Messrs.  Berman,  Galloway
and Gluck was granted a stock  option to purchase  300,000  shares of our common
stock.  Each of Messrs.  Rosetti and  Paciotti  were  granted a stock  option to
purchase  250,000  shares of our common  stock.  Each of Messrs.  Altobello  and
Weiner  was  granted a stock  option to  purchase  200,000  shares of our common
stock.  Each of Messrs.  Knoll and Zarmi was granted a stock  option to purchase
150,000  shares of our common  stock.  Mr.  Safir was granted a stock  option to
purchase 500,000 shares of our common stock.

      Under the terms of the  Agreement  and Plan of Merger dated as of February
19, 2004, pursuant to which GVI Security,  Inc. ("GVI") merged with GVI Security
Acquisition Corp., becoming our wholly-owned  subsidiary (the "GVI Merger"), Mr.
Wade was granted a stock option to purchase  1,975,020  shares of the our common
stock (post-split) at an exercise price of $0.32 per share. The stock option has
a ten year term expiring on July 22, 2013.  Options to purchase  987,510  shares
vested on the grant date, 50% of the remaining  options vest on May 22, 2004 and
the remaining options vest on May 22, 2005.


                                       6
<PAGE>


EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS

      We  have  entered  into  employment  agreements  with  each  of  Nazzereno
Paciotti,  our Chief Executive and Chief  Financial  Officer and Thomas Wade, in
his capacity as the President of GVI Security, Inc.

      NAZZARENO PACIOTTI

      We have  entered  into an  Executive  Employment  Agreement,  dated  as of
February 17, 2004 with Nazzareno Paciotti, which provides for a one year term of
employment as our Chief Executive Officer and Chief Financial Officer. Under the
terms of the Agreement,  Mr. Paciotti receives an annual base salary of $200,000
and an incentive bonus in accordance with the terms of our Management  Incentive
Plan, then in effect. No such plan is currently in effect.

      Pursuant to the agreement, on February 17, 2004, we granted Mr. Paciotti a
stock option to purchase 250,000 shares of our common stock at an exercise price
of $2.60 per share, as described above.

      In the event that Mr.  Paciotti's  employment is terminated as a result of
his death,  permanent  disability or for cause,  we will pay him his accrued and
unpaid base salary through the date of termination plus any accrued vacation pay
and unreimbursed  expenses.  If Mr. Paciotti's  employment is terminated without
cause,  we will pay him (1) an amount  equal to his  accrued  and unpaid  salary
through  the  date  of  termination,  plus  any  accrued  vacation  pay  and any
unreimbursed  expenses and any incentive bonus then earned but not already paid,
(2) an amount equal to the greater of six months of his then-current  salary, or
the  salary he would  have  earned  had he stayed  employed  by us  through  the
remainder of the term of the agreement (payable in equal bi-monthly installments
over the relevant period) (the "Severance Payments"),  and (3) medical insurance
coverage  for the  duration of the period over which he receives  the  Severance
Payments.

      Mr.  Paciotti is prohibited  under his employment  agreement from copying,
using or  disclosing  any of our  Proprietary  Information  (as  defined  in the
agreement)  during  the term of his  employment  and for a period  of ten  years
thereafter  and has  assigned  to us all rights to any  inventions  he  develops
during his  employment  that pertain  directly or  indirectly to our business or
that are developed  during work time or using our materials or  facilities.  Mr.
Paciotti is also  prohibited  from directly or indirectly  soliciting any of our
customers,  supplier,  licensee,  licensor and employees  during the term of the
agreement and for a period of two years thereafter.

      THOMAS WADE

      Our wholly owned subsidiary, GVI, has entered into an Executive Employment
Agreement,  dated as of July 22, 2003 with Mr. Wade,  which provides for a three
year term of employment  as President of GVI that expires on July 31, 2006.  The
agreement  automatically renews for consecutive two-year terms unless terminated
upon 120 days notice prior to the end of the original or any renewal  term.  Mr.
Wade,  under the terms of the  agreement,  receives  an  annual  base  salary of
$350,000,  which is subject to annual review, in addition to a bonus he received
on signing of $100,000,  an additional $25,000 on the last day of the first four
quarters  of the  term  of the  agreement,  a  monthly  non-accountable  expense
allowance of $1,200 and a monthly automobile allowance of $800. Mr. Wade is also
eligible for an annual cash  incentive  bonus to be  determined  by the Board of
Directors based upon whether GVI meets or exceeds,  for each fiscal year through
2006 (each a "Bonus Period"),  a combination of two budgeted  measurable metrics
(the "Measurable Metrics"), as further described in the agreement.  The Board of
Directors has the discretion to advance to Mr. Wade up to 30% of any anticipated
incentive  bonus in any quarter and may exceed the incentive  bonus set forth in
the agreement.  If we decide not to renew the agreement at the expiration of the
original or any renewal term,  the agreement  will  terminate 120 days following
our notice of our intention not to renew. Upon expiration of the agreement,  Mr.
Wade is entitled to a severance payment equal to his then current annual salary,
in addition to any accrued  vacation pay and any  unreimbursed  expenses and any
incentive bonus then earned but not already paid. Furthermore, within sixty days
after the end of the first Bonus Period  following  Mr. Wade's  termination,  we
will pay him an incentive  bonus on a prorated  basis,  based upon the number of
days he was employed by us during the Bonus Period.


                                       7
<PAGE>


      In the event that Mr.  Wade's  employment is terminated as a result of his
death, permanent disability or for cause, we will pay him his accrued and unpaid
base salary  through the date of termination  plus any accrued  vacation pay and
unreimbursed  expenses.  If Mr. Wade's employment is terminated without cause or
by Mr. Wade based upon good reason or within 180 days of a Change in Control (as
defined in the  agreement),  we will pay him (1) an amount  equal to his accrued
and unpaid salary through the date of termination, plus any accrued vacation pay
and any  unreimbursed  expenses  and any  incentive  bonus  then  earned but not
already paid, (2) an amount equal to his then current annual salary  (payable in
equal bi-monthly  installments  over the relevant period or in a lump sum at our
sole discretion), and (3) the prorated portion of the Incentive Bonus that would
otherwise be payable to him with respect to the Bonus Period.

      Mr. Wade is prohibited under his employment agreement from copying,  using
or disclosing any of our  Proprietary  Information (as defined in the agreement)
during the term of his employment  and for a period of ten years  thereafter and
has  assigned  to us all  rights  to  any  inventions  he  develops  during  his
employment  that  pertain  directly or  indirectly  to our  business or that are
developed  during work time or using our  materials or  facilities.  Mr. Wade is
also  prohibited  from directly or indirectly  soliciting  any of our customers,
supplier,  licensee, licensor and employees during the term of the agreement and
for a period of two years thereafter.

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.


                    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT


      The following table sets forth as of April 23, 2004,  certain  information
known to us with respect to the beneficial ownership of our voting securities by
(i) each person who is known by us to own of record or beneficially more than 5%
of the  outstanding  common  stock,  (ii)  each of our  directors  and our  only
executive  officer  at the end of our last  fiscal  year,  and  (iii) all of our
directors and its executive officer as a group. Unless otherwise indicated, each
of the stockholders can be reached at our principal executive offices located at
1621 West Crosby Street, Suite 104, Carrollton, Texas 75006.


                                        8
<PAGE>

<TABLE>
<CAPTION>
                                                                        SHARES BENEFICIALLY OWNED*
                                                                   ------------------------------------
                                                                   NUMBER                   PERCENT (%)
<S>                                                                <C>                     <C>
        Beneficial Owners of more
        than 5% of Common Stock
        (other than directors and
        executive officers)

Europa International, Inc. 1                                           14,436,569              48.8%

William Teitelbaum 2                                                   13,493,932              45.6%

GVI Acquisition, LLC 3                                                 13,248,588              44.8%

           Directors and Executive Officers

Howard Safir 4                                                            125,000                *

Fred Knoll 5                                                           14,564,015              49.1%

Dan Altobello 4                                                            50,000                *

Richard Berman 4                                                           75,000                *

Bruce Galloway 6                                                           84,519                *

Nazzareno Paciotti 4                                                       62,500                *

Joseph Rosetti 4                                                           62,500                *

Frederick Gluck 4                                                          78,616                *

Thomas Wade 7                                                           3,934,708              12.7%

David Weiner 8                                                         13,298,588              44.9%

Moshe Zarmi 9                                                              49,039                *

   All directors and executive officers as a group                     16,680,454              52.5%
                    (eleven persons) 10
</TABLE>

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

*     Gives effect to the shares of common stock  issuable  upon the exercise of
      all options  exercisable within 60 days of April 23, 2004 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 (the "SEC") 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 on
      29,604,005  shares of the common stock  outstanding  as of April 23, 2004.
      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.


                                       9
<PAGE>

1     Includes  13,248,588  shares of  common  stock  beneficially  owned by GVI
      Acquisition, LLC ("Acquisition LLC"), of which Europa International,  Inc.
      ("Europa") has a 52.5%  membership  interest (see note 3 below).  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.

2     Mr.  Teitelbaum  has  asserted in a Schedule 13D and a Form 3 filed by him
      with  the SEC on  March  1,  2004  that he was  issued  a  warrant  by GVI
      Security,  Inc.  which,  following  the merger  (see  "Change in  Control"
      below),  entitles him to receive a warrant of the Company  exercisable for
      4,030,637  shares of common stock. A Notice of Exercise of the warrant was
      forwarded  to the  Company on April 26,  2004.  The Company  disputes  the
      validity of such warrant. Mr. Teitelbaum's address is 4 Winston Court, Dix
      Hills, NY 11746.

3     Includes  (i)  2,453,443  shares of common  stock held  directly by Thomas
      Wade,  which  shares are the  subject of an option  granted by Mr. Wade to
      Acquisition  LLC,  and  (ii)  200  shares  of  common  stock  issuable  on
      conversion  of 200  shares of Series B  Preferred  Stock.  The  address of
      Acquisition  LLC is 3940 Laurel  Canyon  Blvd.,  Suite 327,  Studio  City,
      California 91604.  Europa and Woodman Management  Corporation  ("WMC") are
      the sole members,  and Fred Knoll and David Weiner are the sole  managers,
      of  Acquisition  LLC. Mr. Weiner is the sole director and  stockholder  of
      WMC.

4     Consists  solely  of shares of common  stock  that may be  purchased  upon
      exercise of currently exercisable stock options.

5     Includes (i) the 72,981  shares of common stock  (including  13,742 shares
      issuable  upon  exercise  of  warrants)  beneficially  owned  by  Thinking
      Technologies,  of which  Knoll  Capital  Management,  L.P.  is the general
      partner;  (ii)  14,436,569  shares of common stock  beneficially  owned by
      Europa (see note 1);  (iii)  warrants to purchase  8,458  shares of common
      stock; and (iv) currently exercisable options to purchase 46,007 shares of
      common stock. Mr. Knoll's address is c/o Knoll Capital Management, LP, 200
      Park Avenue, Suite 3900, New York, New York 10166.

6     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) 75,000 shares of common stock that may
      be purchased upon exercise of currently  exercisable  stock  options.  Mr.
      Galloway's address is c/o Burnham Securities, 1325 Sixth Avenue, New York,
      New York 10019.

7     Includes  (i)  2,453,443  shares of common stock which may be purchased by
      Acquisition  LLC pursuant to an option  granted by Mr. Wade to Acquisition
      LLC, and (ii) 1,481,265  shares of common stock that may be purchased upon
      exercise of currently exercisable stock options.

8     Includes  (i)  13,248,588  shares of common  stock  beneficially  owned by
      Acquisition  LLC, of which Mr. Weiner is a manager and indirectly  holds a
      47.5% membership  interest,  (see note 3 above), and (ii) 50,000 shares of
      common stock that may be purchased upon exercise of currently  exercisable
      stock options.


                                       10
<PAGE>


9     Consists  solely  of  shares  of common  stock  that may be  purchased  on
      conversion and exercise of options and warrants.  Mr.  Zarmi's  address is
      215 Frankel Boulevard, Merrick, New York 11566.

10    Includes Messrs.  Safir, Knoll,  Altobello,  Berman,  Galloway,  Paciotti,
      Rosetti, Gluck, Wade, Weiner and Zarmi.



      For  information  regarding  securities  authorized for issuance under our
equity  compensation plans, see Item 5 of our Annual Report on Form 10-KSB filed
with the Securities and Exchange Commission on April 14, 2004.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      In  November  2000,  in   consideration   of  advances  made  by  Thinking
Technologies, L.P. to us, Technologies was issued a Demand Convertible Grid Note
(the "Note") in the principal  amount of up to $1,000,000,  bearing  interest at
the rate of 10% per year. The Note was subsequently  transferred by Technologies
to Europa  International  Inc.  Fred  Knoll is the  principal  of Knoll  Capital
Management,  L.P., which (1) is the general partner of Technologies,  and (2) is
the investment manager for Europa. The principal and interest  outstanding under
the Note was originally  convertible  into shares of our common stock at a price
of $0.375  per share  (before  giving  effect to the  one-for-65  reverse  stock
split),  and in February  2001,  the Note was  amended to change the  conversion
price to $0.12 per share (before giving effect to the  one-for-65  reverse stock
split).  On January 4, 2002, in consideration of Technologies'  agreement not to
demand  payment on the Note for a period of six months,  the Board of  Directors
approved a resolution further reducing the conversion price of the Note, so that
upon conversion, the Note would convert into 80% of our outstanding common stock
on a fully-diluted basis. At December 31, 2003, the amount outstanding under the
Note was  approximately  $1,317,000  consisting of principal of  $1,000,000  and
interest of $317,000.

      During  the years  ended  December  31,  2003 and 2002,  we also  received
advances  approximating  $75,000  each year from  Europa.  These  loans  accrued
interest at 10% per annum and were due upon demand.  Through  December 31, 2003,
approximately $14,000 of interest had accrued on the loans.

      Immediately prior to the GVI Merger,  and as a condition  thereto,  Europa
exchanged  the Note and all of our other  indebtedness  to  Europa,  for  10,000
shares of our Series D Convertible  Preferred Stock,  which shares  subsequently
converted into an aggregate of 1,187,983 shares 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 on April 12,  2004 upon our  filing  of 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,  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  95.3% of our shares of common stock  outstanding at
the time of the GVI Merger.


                                       11
<PAGE>


      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 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) 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).

      Acquisition  LLC is a California  limited  liability  company,  whose sole
managers,  Fred Knoll and David Weiner, are our current directors.  Prior to the
GVI Merger, Mr. Knoll was also our Chairman. The sole members of Acquisition LLC
are  Woodman  Management  Corporation  ("WMC"),  which  has a  47.5%  membership
interest in Acquisition LLC, and Europa,  which has a 52.5% membership  interest
in Acquisition  LLC. Mr. Weiner  controls WMC and is its sole  stockholder.  Mr.
Knoll  is  the  principal  of  Knoll  Capital  Management,  L.P.,  which  is the
investment manager for Europa.

      In the normal course of business, GVI, our wholly owned subsidiary,  sells
products to a company principally owned by Mr. Teitelbaum. During 2003 and 2002,
GVI made sales in the amounts of $299,846 and  $527,899,  respectively,  to this
company.  At December  31, 2003 and 2002,  amounts due from this  company to GVI
were $207,507 and $74,739, respectively.

      On February 18, 2004, we entered into a consulting  agreement  with Europa
pursuant to which  Europa has 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  (the
"Liabilities").  As consideration for these services,  we will 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  has a term of eighteen  months and may be  terminated  at any time by
Europa.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

      EXHIBITS.

      The following Exhibits are filed with this report as indicated below.

      14.1  Code of Business Conduct and Ethics of GVI Security Solutions, Inc.

      31.1  Certification  of Nazzareno  Paciotti,  Chief Executive  Officer and
            Chief  Financial  Officer  of  the  Registrant,  pursuant  to  Rules
            13a-14(a) and 15(d)-14(a) of the Securities Exchange Act of 1934, as
            amended, dated April 29, 2004.

      32.1  Certification  by Nazzareno  Paciotti,  Chief Executive  Officer and
            Chief  Financial   Officer  of  the   Registrant,   pursuant  to  18
            U.S.C.ss.1350, dated April 29, 2004.


                                       12
<PAGE>


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

      The following table sets forth the aggregate fees billed by Mercadien P.C.
in connection with the services rendered during the past two fiscal years.


                    TYPE OF FEE                      2003              2002
                    -----------                      ----              ----
                    Audit Fees 1                   $45,862           $20,356

                    Audit-Related Fees                -0-               -0-

                    Tax Fees                          -0-               -0-

                    All Other Fees                    -0-               -0-

                    Total Fees For Services
                    Provided                       $45,862           $20,356


      ----------

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




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, 2003.


                                       13
<PAGE>


                                  EXHIBIT INDEX

      14.1  Code of Business Conduct and Ethics of GVI Security Solutions, Inc.

      31.1  Certification  of Nazzareno  Paciotti,  Chief Executive  Officer and
            Chief  Financial  Officer  of  the  Registrant,  pursuant  to  Rules
            13a-14(a) and 15(d)-14(a) of the Securities Exchange Act of 1934, as
            amended, dated April 29, 2004.

      32.1  Certification  by Nazzareno  Paciotti,  Chief Executive  Officer and
            Chief  Financial   Officer  of  the   Registrant,   pursuant  to  18
            U.S.C.ss.1350, dated April 29, 2004.



                                       14
<PAGE>


                                   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 28th day of April, 2004.


                                     GVI SECURITY SOLUTIONS, INC.


                                     By: /s/   Nazzareno E. Paciotti
                                         ----------------------------
                                         Nazzareno E. Paciotti
                                         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.


<TABLE>
<CAPTION>
                   SIGNATURE                                          TITLE                               DATE
<S>                                              <C>                                                 <C>

         /s/ Nazzareno E. Paciotti
--------------------------------------------
Nazzareno E. Paciotti                            Chief Executive Officer (Principal Executive        April 28, 2004
                                                 Officer), Chief Financial Officer (Principal
                                                 Accounting and Financial Officer) and Director


         /s/ Howard Safir
--------------------------------------------
Howard Safir                                     Chairman of the Board of Directors                  April 28, 2004


         /s/ Daniel J. Altobello
--------------------------------------------
Daniel J. Altobello                              Director                                            April 26, 2004


         /s/ Richard Berman
--------------------------------------------
Richard Berman                                   Director                                            April 28, 2004


         /s/ Bruce Galloway
--------------------------------------------
Bruce Galloway                                   Director                                            April 28, 2004

</TABLE>

                                       15

<PAGE>

<TABLE>
<CAPTION>
<S>                                              <C>                                                 <C>

         /s/ Frederick W. Gluck
--------------------------------------------
Frederick W. Gluck                               Director                                            April 28, 2004


         /s/ Fred Knoll
--------------------------------------------
Fred Knoll                                       Director                                            April 27, 2004


         /s/ Joseph R. Rosetti
--------------------------------------------
Joseph R. Rosetti                                Director                                            April 28, 2004


--------------------------------------------
Thomas Wade                                      Director                                            April __, 2004


         /s/ David Weiner
--------------------------------------------
David Weiner                                     Director                                            April 26, 2004


         /s/ Moshe Zarmi
--------------------------------------------
Moshe Zarmi                                      Director                                            April 28, 2004
</TABLE>


                                       16