##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  o
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission
File Number: 333-148335
 Guardian Zone Technologies, Inc.
  Delaware
    
    26-1181998(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)17 Woodside Road, Chagrin Falls, Ohio
    
    44022(Address of principal executive offices)
    
    (Zip Code)
 
  
  þ o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company þ  þ o
 
  o o
 Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.




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##### 



GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)
 Table of Contents
 INDEX
 Page No.PART I. FINANCIAL INFORMATION
    
    
    1Item 1
 Financial Statements.
    
    
    1Balance Sheets at September 30, 2008 and December 31, 2007 (unaudited)
    
    
    1Statements of Operations for the three and nine month periods ended September
30, 2008 and 2007 and from inception (September 25, 2002) to September 30,
2008 (unaudited)
    
    
    2Statement of Stockholders Deficit from inception (September 25, 2002) to
September 30, 2008 (unaudited)
    
    
    3Statements of Cash Flows for the nine months ended September 30, 2008 and
2007 and from inception (September 25, 2002) to September 30, 2008
(unaudited)
    
    
    5Notes to Financial Statements (unaudited)
    
    
    6Item 2  Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    28Item 3.  Quantitative and Qualitative Disclosures About Market Risk
    
    
    32Item 4T.  Controls and Procedures
    
    
    33PART II. OTHER INFORMATION
    
    
    33Item 1  Legal Proceedings
    
    
    33Item 2  Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    33Item 3  Defaults Upon Senior Securities
    
    
    35Item 4  Submission of Matters to a Vote of Security Holders
    
    
    35Item 5  Other Information
    
    
    35Item 6  Exhibits
    
    
    36Signatures
    
    
    37EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



Part I  Financial Information
 
 Item 1. Financial Statements.
 
 GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  BALANCE SHEETS  (Unaudited)
 As of
    
    
    As of9/30/2008
    
    
    12/31/2007ASSETSCURRENT ASSETSCash
    
    $
    122,191
    
    
    $
    227Prepaid research and development
retainer (Note 5)
    
    
    70,000
    
    
    
    Total current assets
    
    
    192,191
    
    
    
    227FIXED ASSETSOffice equipment net of accumulated
depreciation of $717 and $474, respectively
    
    
    899
    
    
    
    1,142OTHER ASSETSPatent (Note 6)
    
    
    72,877
    
    
    
    58,408TOTAL ASSETS
    
    $
    265,967
    
    
    $
    59,777LIABILITES AND STOCKHOLDERS DEFICITCURRENT LIABILITIESAccounts payable
    
    $
    307,652
    
    
    $
    454,465Accrued interest (Notes 10 and 12)
    
    
    37,667
    
    
    
    21,103Accrued expenses (Note 7)
    
    
    406,972
    
    
    
    123,644Line of credit (Note 9)
    
    
    41,880
    
    
    
    45,185Notes payable  convertible (Note 10)
    
    
    226,250
    
    
    
    226,250Notes payable  related parties (Note 12)
    
    
    3,624
    
    
    
    29,748Notes payable  (Note 11)
    
    
    2,500
    
    
    
    2,500Total current liabilities
    
    
    1,026,545
    
    
    
    902,895TOTAL LIABILITIES
    
    
    1,026,545
    
    
    
    902,895STOCKHOLDERS DEFICITCommon stock, $.0001 par value, 100,000,000 shares
authorized, 45,748,287 shares issued and
outstanding
    
    
    4,575
    
    
    
    3,934Additional paid-in-capital
    
    
    1,438,193
    
    
    
    825,334Deficit accumulated during the development stage
    
    
    (2,203,346
    )
    
    
    (1,672,386
    )Total stockholders deficit
    
    
    (760,578
    )
    
    
    (843,118
    )TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT
    
    $
    265,967
    
    
    $
    59,777
  -1-




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##### Table of Contents



GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  STATEMENTS OF OPERATIONS  (Unaudited)
 Three months
    
    
    Three months
    
    
    Nine months
    
    
    Nine months
    
    
    InceptionEnded
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    (Sept. 25, 2002)September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    to September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008REVENUES
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    OPERATING EXPENSESResearch and development expenses
    
    
    7,338
    
    
    
    
    
    
    
    15,528
    
    
    
    32,000
    
    
    
    632,524Selling, general and
administrative
    
    
    134,718
    
    
    
    84,439
    
    
    
    301,768
    
    
    
    190,530
    
    
    
    863,318Merger settlement costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    62,000
    
    
    
    62,000Consulting fees
    
    
    103,170
    
    
    
    125
    
    
    
    155,170
    
    
    
    13,875
    
    
    
    219,045Consulting fees  related party
    
    
    
    
    
    
    15,000
    
    
    
    34,000
    
    
    
    55,000
    
    
    
    282,900Depreciation
    
    
    81
    
    
    
    158
    
    
    
    243
    
    
    
    242
    
    
    
    717OPERATING LOSS
    
    
    (245,307
    )
    
    
    (99,722
    )
    
    
    (506,709
    )
    
    
    (353,647
    )
    
    
    (2,060,504
    )OTHER INCOME (EXPENSES)Interest expense
    
    
    7,940
    
    
    
    8,013
    
    
    
    24,251
    
    
    
    15,098
    
    
    
    62,842Debt discount on convertible
notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,572
    
    
    
    20,000Litigation settlement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,000TOTAL OTHER INCOME (EXPENSE)
    
    
    (7,940
    )
    
    
    (8,013
    )
    
    
    (24,251
    )
    
    
    (23,670
    )
    
    
    (142,842
    )NET LOSS
    
    
    ($253,247
    )
    
    
    ($107,735
    )
    
    
    ($530,960
    )
    
    
    ($377,317
    )
    
    
    ($2,203,346
    )Net loss per common share  basic
    
    $
    (0.01
    )
    
    $
    (0.00
    )
    
    $
    (0.01
    )
    
    $
    (0.01
    )Weighted average number of shares outstanding
    
    
    43,332,526
    
    
    
    40,080,000
    
    
    
    40,679,418
    
    
    
    39,446,154
  -2-




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##### Table of Contents



GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  STATEMENT OF STOCKHOLDERS DEFICIT  Inception (September 25, 2002 to September 30, 2008  (Unaudited)
 AccumulatedStock
    
    DeficitCommon Stock
    
    Additional
    
    Subscription
    
    During
    
    Total$.0001
    
    Paid In
    
    (Receivable)
    
    Development
    
    StockholdersShares
    
    Amount
    
    Capital
    
    Payable
    
    Stage
    
    DeficitBalance, September 25,
2002
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Issuance of common stock
    
    
    3,799,742
    
    
    
    380
    
    
    
    120
    
    
    
    
    
    
    
    
    
    
    
    500Common stock
subscriptions
shares not issued until
2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,000
    
    
    
    
    
    
    
    40,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (66,063
    )
    
    
    (66,063
    )Balance,
December 31, 2002
    
    
    3,799,742
    
    
    
    380
    
    
    
    120
    
    
    
    40,000
    
    
    
    (66,063
    )
    
    
    (25,563
    )Recapitalization 
cancellation of common
stock
    
    
    (3,799,742
    )
    
    
    (380
    )
    
    
    380
    
    
    
    
    
    
    
    
    
    
    
    Reissuance of common
stock  5 for 1 split
    
    
    18,997,361
    
    
    
    1,900
    
    
    
    (1,900
    )
    
    
    
    
    
    
    
    
    
    
    Issuance of common stock
per stock subscriptions
from 2002
    
    
    506,596
    
    
    
    51
    
    
    
    39,949
    
    
    
    (40,000
    )
    
    
    
    
    
    
    Issuance of common stock
    
    
    4,052,770
    
    
    
    405
    
    
    
    179,595
    
    
    
    (10,000
    )
    
    
    
    
    
    
    170,000Issuance of common stock
in exchange for
consulting
services
    
    
    1,266,491
    
    
    
    127
    
    
    
    49,873
    
    
    
    
    
    
    
    
    
    
    
    50,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (251,319
    )
    
    
    (251,319
    )Balance, December 31,
2003
    
    
    24,823,218
    
    
    
    2,482
    
    
    
    268,018
    
    
    
    (10,000
    )
    
    
    (317,382
    )
    
    
    (56,882
    )Issuance of common stock
    
    
    2,634,301
    
    
    
    263
    
    
    
    114,737
    
    
    
    
    
    
    
    
    
    
    
    115,000Stock subscription
receivable from
December 31, 2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,000
    
    
    
    
    
    
    
    7,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (131,180
    )
    
    
    (131,180
    )Balance, December 31,
2004
    
    
    27,457,519
    
    
    
    2,746
    
    
    
    382,754
    
    
    
    (3,000
    )
    
    
    (448,562
    )
    
    
    (66,062
    )Issuance of common stock
    
    
    10,030,608
    
    
    
    1,003
    
    
    
    328,997
    
    
    
    
    
    
    
    
    
    
    
    330,000Issuance of common stock
in exchange for
consulting
services
    
    
    911,873
    
    
    
    91
    
    
    
    29,909
    
    
    
    
    
    
    
    
    
    
    
    30,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (464,886
    )
    
    
    (464,886
    )Balance, December 31,
2005
    
    
    38,400,000
    
    
    
    3,840
    
    
    
    741,660
    
    
    
    (3,000
    )
    
    
    (913,448
    )
    
    
    (170,948
    )
  -3-




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##### Table of Contents



GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  STATEMENT OF STOCKHOLDERS DEFICIT  Inception (September 25, 2002 to September 30, 2008  (Unaudited)
 AccumulatedStock
    
    DeficitCommon Stock
    
    Additional
    
    Subscription
    
    During
    
    Total$.0001
    
    Paid In
    
    (Receivable)
    
    Development
    
    StockholdersShares
    
    Amount
    
    Capital
    
    Payable
    
    Stage
    
    DeficitBalance, December 31,
2005  Forward
    
    
    38,400,000
    
    
    
    3,840
    
    
    
    741,660
    
    
    
    (3,000
    )
    
    
    (913,448
    )
    
    
    (170,948
    )Payment of stock
subscription
receivable from
December 2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,000
    
    
    
    
    
    
    
    3,000Issuance of 6%
convertible notes 
conversion feature
of debt
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    20,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (265,540
    )
    
    
    (265,540
    )Balance, December 31,
2006
    
    
    38,400,000
    
    
    
    3,840
    
    
    
    761,660
    
    
    
    
    
    
    
    (1,178,988
    )
    
    
    (413,488
    )Conversion of 6%
convertible notes  
conversion feature
of debt
    
    
    80,000
    
    
    
    8
    
    
    
    19,992
    
    
    
    
    
    
    
    
    
    
    
    20,000Issuance of common stock 
corporate merger
    
    
    1,600,000
    
    
    
    160
    
    
    
    31,840
    
    
    
    
    
    
    
    
    
    
    
    32,000Retirement of shares held
for litigation settlement
    
    
    (769,490
    )
    
    
    (77
    )
    
    
    77
    
    
    
    
    
    
    
    
    
    
    
    Issuance of common stock
in settlement of loan
    
    
    27,777
    
    
    
    3
    
    
    
    11,765
    
    
    
    
    
    
    
    
    
    
    
    11,768Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (493,398
    )
    
    
    (493,398
    )Balance, December 31,
2007
    
    
    39,338,287
    
    
    
    3,934
    
    
    
    825,334
    
    
    
    
    
    
    
    (1,672,386
    )
    
    
    (843,118
    )Issuance of common stock:Stock issued for cash
    
    
    1,880,000
    
    
    
    188
    
    
    
    469,812
    
    
    
    
    
    
    
    
    
    
    
    470,000Stock issued in exchange
for services
    
    
    4,530,000
    
    
    
    453
    
    
    
    143,047
    
    
    
    
    
    
    
    
    
    
    
    143,500Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (530,960
    )
    
    
    (530,960
    )Balance, September 30,
2008
    
    
    45,748,287
    
    
    
    4,575
    
    
    
    1,438,193
    
    
    
    
    
    
    
    (2,203,346
    )
    
    
    (760,578
    )
  -4-




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##### Table of Contents



GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  STATEMENTS OF CASH FLOWS
 Nine months
    
    
    Nine months
    
    
    InceptionEnded
    
    
    Ended
    
    
    (Sept. 25, 2002)September 30,
    
    
    September 30,
    
    
    to September 30,2008
    
    
    2007
    
    
    2008(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Cash flows from operating activitiesNet loss
    
    $
    (530,960
    )
    
    $
    (377,317
    )
    
    $
    (2,203,346
    )Adjustments to reconcile net loss from
operations to net cash used in
operating activities:Stock based compensation
    
    
    143,500
    
    
    
    32,000
    
    
    
    255,500Derpeciation
    
    
    243
    
    
    
    242
    
    
    
    717Debt discount on convertible notes
    
    
    
    
    
    
    8,572
    
    
    
    20,000Changes in operating assets and liabilities:(Increase) in prepaid expenses
    
    
    (70,000
    )
    
    
    (2,000
    )
    
    
    (70,000
    )Increase (decrease) in accounts payable
    
    
    (146,813
    )
    
    
    134,859
    
    
    
    307,652Increase in accrued interest
    
    
    16,564
    
    
    
    11,478
    
    
    
    37,667Increase (decrease) in accrued expenses
    
    
    283,328
    
    
    
    
    
    
    
    406,972Increase (decrease) in accrued Ohio
franchise tax
    
    
    
    
    
    
    (100
    )
    
    
    Increase in liability for research and
development contract
    
    
    
    
    
    
    32,000
    
    
    
    Increase (decrease) in litigation
settlement
    
    
    
    
    
    
    (47,500
    )
    
    
    Net cash used in operating activities
    
    
    (304,138
    )
    
    
    (207,766
    )
    
    
    (1,244,838
    )Cash flows from investing activitiesPurchase of fixed assets
    
    
    
    
    
    
    (1,240
    )
    
    
    (1,616
    )Patent expenditures
    
    
    (14,469
    )
    
    
    (6,131
    )
    
    
    (72,877
    )Net cash used in investing activities
    
    
    (14,469
    )
    
    
    (7,371
    )
    
    
    (74,493
    )Cash flows from financing activitiesProceeds from bank credit line
    
    
    
    
    
    
    
    
    
    
    50,000Proceeds from notes payable
    
    
    
    
    
    
    
    
    
    
    60,000Proceeds from notes payable  related parties
    
    
    19,094
    
    
    
    4,267
    
    
    
    109,051Repayment of bank line of credit
    
    
    (3,305
    )
    
    
    (2,649
    )
    
    
    (8,119
    )Repayment of notes payable
    
    
    
    
    
    
    
    
    
    
    (60,000
    )Repayment of notes payable  related parties
    
    
    (45,218
    )
    
    
    (4,210
    )
    
    
    (102,927
    )Proceeds from notes payable  convertible
    
    
    
    
    
    
    226,250
    
    
    
    246,250Proceeds from sale of common stock
    
    
    470,000
    
    
    
    
    
    
    
    1,147,267Net cash used in financing activities
    
    
    440,571
    
    
    
    223,658
    
    
    
    1,441,522Net change in cash
    
    
    121,964
    
    
    
    8,521
    
    
    
    122,191Cash  beginning
    
    
    227
    
    
    
    687
    
    
    
    Cash  ending
    
    $
    122,191
    
    
    $
    9,208
    
    
    $
    122,191Supplemental disclosureInterest paid
    
    $
    8,142
    
    
    $
    3,619
    
    
    $
    20,407Conversion value on 6% convertible notes
    
    $
    
    
    
    $
    20,000
    
    
    $
    20,000Common stock issued for merger
    
    $
    
    
    
    $
    32,000
    
    
    $
    32,000
  -5-




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##### Table of Contents



GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2008
(Unaudited)
 NOTE 1  ORGANIZATION AND PURPOSE
 Nature of operations:
    A Development Stage Company:
  -6-




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##### Table of Contents



GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2008
(Unaudited)
 NOTE 1  ORGANIZATION AND PURPOSE  (continued)
  NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Definition of Fiscal Year
  Cash and Cash Equivalents :
 .
 Use of Estimates :
  Fair Value of Financial Instruments
  -7-




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##### Table of Contents



GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2008
(Unaudited)
 NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 Earnings (Loss) Per Share Calculations
   Fixed assets
  Income taxes
   -8-




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##### Table of Contents



GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2008
(Unaudited)
 NOTE 3  RECENT ACCOUNTING PRONOUNCEMENTS
    -9-




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##### Table of Contents



GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2008
(Unaudited)
 NOTE 3  RECENT ACCOUNTING PRONOUNCEMENTS (continued)
  NOTE 4  GOING CONCERN
    -10-




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##### Table of Contents



GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2008
(Unaudited)
 NOTE 5  PREPAID RESEARCH AND DEVELOPMENT RETAINER
  NOTE 6  PATENT
     -11-




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##### Table of Contents



GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2008
(Unaudited)
 NOTE 6  PATENT (continued)
     As ofSeptember 30, 2008Costs in obtaining patent
    
    $
    72,877Research and development
    
    $
    632,524
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GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2008
(Unaudited)
 NOTE 7  COMMITMENTS AND CONTINGENCIES
 EMPLOYMENT CONTRACTS
  LIABILITY FOR RESEARCH AND DEVELOPMENT CONTRACT
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GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2008
(Unaudited)
 NOTE 7  COMMITMENTS AND CONTINGENCIES (continued)
  LIABILITY FOR CONSULTING SERVICES
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GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2008
(Unaudited)
 NOTE 7  COMMITMENTS AND CONTINGENCIES  (continued)
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GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2008
(Unaudited)
 NOTE 7  COMMITMENTS AND CONTINGENCIES  (continued)
     NOTE 8  LIABILITY FOR LITIGATION  SETTLEMENT AGREEMENTS
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GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2008
(Unaudited)
 NOTE 8  LIABILITY FOR LITIGATION  SETTLEMENT AGREEMENTS (continued)
   NOTE 9  LINE OF CREDIT  NATIONAL CITY BANK
   NOTE 10  CONVERTIBLE DEBENTURES
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GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2008
(Unaudited)
 NOTE 10  CONVERTIBLE DEBENTURES (continued)
    Date of
    
    Maturity
    
    Face Value
    
    AnnualIssuance
    
    Date
    
    of Note
    
    Interest RateMarch 15, 2007
    
    March 15, 2008
    
    $
    100,000
    
    
    
    12.00
    %May 23, 2007
    
    May 23, 2008
    
    $
    50,000
    
    
    
    12.00
    %June 1, 2007
    
    June 1, 2008
    
    $
    13,750
    
    
    
    12.00
    %July 15, 2007
    
    July 15, 2008
    
    $
    12,500
    
    
    
    12.00
    %Sept. 13, 2007
    
    Sept. 13, 2008
    
    $
    50,000
    
    
    
    12.00
    %
    NOTE 11  NOTE PAYABLE
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GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2008
(Unaudited)
 NOTE 11  NOTE PAYABLE (continued)
    NOTE 12  RELATED PARTY TRANSACTIONS
  September 30, 2008
    
    
    December 31, 2007Ronald Kazdin
    
    $
    960
    
    
    $
    960Thomas J. Radu
    
    
    
    
    
    
    26,288James W. Margulies
    
    
    2,500
    
    
    
    2,500Donald Klins
    
    
    164
    
    
    
    $
    3,624
    
    
    $
    29,748
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GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2008
(Unaudited)
 NOTE 12  RELATED PARTY TRANSACTIONS (continued)
       NOTE 13  COMPANY MERGER
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GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2008
(Unaudited)
 NOTE 13  COMPANY MERGER (continued)
    a.
    
    $30,000 to the shareholders of Heatherwood, Inc. within five (5) days of the
Effective Time of the Merger,b.
    
    $60,000 to the shareholder of the Surviving Corporation, within ninety (90)
days of the date of first trading as a publicly traded Company, secured by a
promissory note,c.
    
    1,600,000 shares of common stock to the shareholders of Heatherwood, Inc.d.
    
    38,400,000 shares of common stock to the shareholders of Guardian Zone
Technologies, Ohio.
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GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2008
(Unaudited)
 NOTE 13  COMPANY MERGER (continued)
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GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2008
(Unaudited)
 NOTE 13  COMPANY MERGER (continued)
     NOTE 14  STOCKHOLDERS DEFICIT
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GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2008
(Unaudited)
 NOTE 14  STOCKHOLDERS DEFICIT (continued)
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GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2008
(Unaudited)
 NOTE 14  STOCKHOLDERS DEFICIT (continued)
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GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2008
(Unaudited)
 NOTE 14  STOCKHOLDERS DEFICIT (continued)
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GUARDIAN ZONE TECHNOLOGIES, INC.  (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2008
(Unaudited)
 NOTE 14  STOCKHOLDERS DEFICIT (continued)
     NOTE 15  SUBSEQUENT EVENTS
 COMMITMENTS AND CONTINGENCIES
  PREPAID RESEARCH AND DEVELOPMENT RETAINER
  STOCKHOLDERS DEFICIT
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
     Summary of Our Business
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Our Products
 HUGS
  Fob off
  
    
    GPS receiver technology (to determine geographic location);
    
    Cell towers (to determine secondary location and link to internet and call centers);
    
    Internet links the communication with home owners, call center, and law enforcement agencies;
    
    Call center (to monitor and coordinate search and rescue initiatives);
    
    Police vehicle mobile unit (to track RF beacon signal from a police vehicle to aid in the
search and recovery process); and
    
    Hand-held mobile unit (to track RF beacon signal on foot to aid in the search and recovery
process).
   -29-




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Nine Months Ended September 30, 2008 Compared to Nine Months Ended September 30, 2007
 Net Revenues and Cost of Goods Sold
  Research and Development Expenses
  Selling, General and Administrative Expenses
  Consulting Fees
  Interest Expense
  Income Tax Expense
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Net Loss
  Liquidity and Capital Resources
   CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  Revenue Recognition  a Development Stage Company
  Income Taxes
  Cash and Cash Equivalents
  Use of Estimates
  -31-




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Earnings (Loss) Per Share Calculations
  Fixed assets
  RECENT ACCOUNTING PRONOUNCEMENTS
    
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  -32-




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Item 4T. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls
  Managements Report on Internal Control over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
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Item 3. Defaults Upon Senior Securities.
  Date of
    
    Maturity
    
    Face Value
    
    AnnualIssuance
    
    Date
    
    of Note
    
    Interest RateMarch 15, 2007
    
    March 15, 2008
    
    $
    100,000
    
    
    
    12.00
    %May 23, 2007
    
    May 23, 2008
    
    $
    50,000
    
    
    
    12.00
    %June 1, 2007
    
    June 1, 2008
    
    $
    13,750
    
    
    
    12.00
    %July 15, 2007
    
    July 15, 2008
    
    $
    12,500
    
    
    
    12.00
    %Sept. 13, 2007
    
    Sept. 13, 2008
    
    $
    50,000
    
    
    
    12.00
    %
   
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
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Item 6. Exhibits.
 Exhibit Index
 31.1
    
    Certification of the Principal Executive Officer pursuant to Rule
13a-14(a).31.2
    
    Certification of the Principal Financial Officer pursuant to Rule
13a-14(a).32.1
    
    Section 1350 Certification of the Chief Executive Officer.32.2
    
    Section 1350 Certification of the Chief Financial Officer.
 -36-




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Signatures
  Guardian Zone Technologies, Inc.
(Registrant)Date: November 18, 2008By:

/s/ Thomas J. RaduThomas J. Radu, Director, Chief Executive Officer and PresidentDate: November 18, 2008By:

/s/ Donald KlinsDonald Klins, Director, Chief Financial Officer and Secretary and
Treasurer -37-