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PROSPECTUS
DATED January __, 2006
[Graphic Missing]
GVI SECURITY SOLUTIONS, INC.
8,150,789 Shares of Common Stock
This prospectus relates to the sale of up to 8,150,789 shares of our Common Stock by some of our stockholders. For a list of the selling stockholders, please see “Selling Stockholders.” We are not selling any shares of Common Stock in this offering and therefore will not receive any proceeds from this offering. All costs associated with this registration will be borne by us.
These shares may be sold by the selling stockholders from time to time in the over-the-counter market or other national securities exchange or automated interdealer quotation system on which our Common Stock is then listed or quoted, through negotiated transactions or otherwise at market prices prevailing at the time of sale or at negotiated prices.
Our Common Stock currently trades in the over-the-counter market and is quoted on the OTC Bulletin Board under the symbol “GVSS.” On January 23, 2007, the last reported sale price of our Common Stock was $1.05 per share.
Investing in our Common Stock involves a high degree of risks. Please refer to the “Risk Factors” beginning on page 3.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The securities sold in the offering consisted of Common Stock at a price of $.004 per share and 6% Convertible Promissory Notes convertible into Common Stock at a conversion price of $.004 per share. Upon the anticipated final closing of an additional $250,000 investment, the Company will have issued 125,000,000 shares of Common Stock and $4,500,000 of Convertible Notes convertible into 1,125,000,000 shares of Common Stock. Assuming the full conversion of the Convertible Notes, the investors in the private placement own approximately 96% of GVI's Common Stock, with GVI Investment Company owning approximately 48% of the Common Stock. GVI expects to effect a 50-for-1 reverse stock split so that it will have sufficient authorized shares of Common Stock to permit the conversion of the Convertible Notes.
Give them a few Q and this baby will give us a minimum of 400-500% from here.IMO
Looks like mm VERT is GVIS's the new seller
He's the reason the pps is faltering
The PPS collapsed from the upper .30 when they loss the Samsung' distribution earlier this year.
This baby will bounce back to at least .10 with the Samsung NEWS .IMO
COMPANY NEWS AND PRESS RELEASES FROM OTHER SOURCES:
FREEMAN GARY files Form 3, Initial Statement of Beneficial Ownership of GVI SECURITY SOLUTIONS INC
Oct 10 2006 11:41AM ET
ZARMI MOSHE files Form 3, Initial Statement of Beneficial Ownership of GVI SECURITY SOLUTIONS INC
GVI Security Solutions, Inc. Solidifies Samsung Distributorship Through 2010
CARROLLTON, Texas, Oct 10, 2006 (BUSINESS WIRE) -- GVI Security Solutions, Inc. (OTCBB:GVIS), a leading provider of video security solutions featuring the complete Samsung Electronics line of products, today announces the new distributor ship agreement with Samsung through December 31, 2010.
On October 2, 2006, GVI entered into a Distributorship Agreement with Samsung Electronics Co. Ltd., under which GVI will continue to distribute Samsung's complete line of professional video surveillance and security products in North, Central and South America with an extended term through December 31, 2010. Pursuant to the Distributorship Agreement, Samsung has agreed to a limited non-compete in GVI's territory. The Distributorship Agreement provides for revised minimum annual purchase amounts in addition to other obligations that must be met by GVI in order to retain the Distributorship with Samsung.
On October 4, 2006, GVI completed a $4.75 million private placement on terms previously announced. A final closing of a $250,000 investment on October 6, 2006 resulted in total gross proceeds from the private placement of $5.0 million.
"We are very pleased with our agreement and our longstanding relationship with Samsung. Samsung's product line continues to expand and is very competitive," said Steve Walin, CEO of GVI.
About GVI Security Solutions, Inc.
GVI Security Solutions Inc. is a leading provider of video surveillance security solutions to the homeland security, institutional and commercial market segments.
Forward Looking Statements:
Some of the statements made by GVI Security Solutions, Inc. in this press release are forward-looking in nature. Forward-looking statements in this press release are not promises or guarantees and are subject to risks and uncertainties that could cause our actual results to differ materially from those anticipated. These statements are based on management's current expectations and assumptions and are naturally subject to uncertainty and changes in circumstances. We caution you not to place undue reliance upon any such forward-looking statements. Actual results may differ materially from those expressed or implied by the statements herein. GVI Security Solutions, Inc. believes that its primary risk factors include, but are not limited to: reliance on primary supplier; effective integration of recently acquired operations and personnel; expansion risks; effective internal processes and systems; the ability to attract and retain high quality employees; changes in the overall economy; rapid change in technology; the number and size of competitors in its markets; outstanding indebtedness; law and regulatory policy; the mix of products and services offered in the company's target markets; and other factors detailed in the Company's filings with the Securities and Exchange Commission, including the Annual Report on Form 10-KSB for the year ended December 31, 2005 currently on file, as well as the risk that projected business opportunities will fail to materialize or will be delayed.
SOURCE: GVI Security Solutions, Inc.
CONTACT: For GVI Security Solutions
Esra Kahraman, 972-245-7353
Copyright Business Wire 2006
-0-
KEYWORD: United States
North America
Texas
INDUSTRY KEYWORD: Education
University
Technology
Government
Electronic Design Automation
Hardware
Government Agencies
Networks
Law Enforcement
Telecommunications
Lobbies/Special Interest
Manufacturing
Engineering
Other Manufacturing
Retail
Communications
Public Relations/Investor Relations
Specialty
Construction & Property
Other Construction & Property
Other Retail
SUBJECT CODE: Contract/Agreement
Search for Dun & Bradstreet reports on this company.
It's gonna go now. Keep watching.
Dream, I here ya on the
no guts no glory. I'm sorry to rain on GVIS holders here. I was comfortable holding here when the PR stating the dogs were called off. So I was very disappointed to see the dog back this morning at .023 Is he the same mean dog he was the last two days? Apparently not as he is waiting out the market reaction to his re-appearance and is will to wait for the market to rise to him. Maybe he plans on leading the market higher while he sells on the way up. That would be good and I've seen such activity many times. But this PP seller just left a bad taste in many an investors mouth buy his recent ruthless action.
Ok - here ya go, PERT is now the lone offerer at .23 (.022 x .023) Let's see if he does the right thing (while I'm on the sidelines, boo hoo)
Yup he did! one print of 29k and he moved off to .027 while putting in a good appearance bidding near the market at .021
Good luck everyone!
"No Guts no Glory"
A .025 break would be big imo.
Now PERTs on the best bid.
The chart is awesome for a big bounce.There's no way to go but up from here.ST The risk of Bk has gone with the PP.The big boys were willing to fork out 4.75 Millions then i guess i can bet 20K for a fat return,lol..
No guts, no glory. eom
If he was a big dumper, he'd be pushing on the BEST ask. I'm not saying that there isn't any other selling. Need to continue to watch L2 for a while.
Then WHY is mm PERT back on the offer
look where he's bidding.
I'm with ya. Love the chart here and this part from yesterdays PR.
GVI Security Solutions, Inc. Restructures Debt
MONDAY, OCTOBER 09, 2006 12:35 PM
http://bigcharts.marketwatch.com/news/articles.asp?guid={F4626FC0-EE12-4479-89AF-1AC0DE70AB07}&n....
-- Laurus's ability to convert GVI's debt into Common Stock has been eliminated;
Looks like it could bounce BIGGLY
Check out their managements.I'm betting with 1 MM shares av .021.This is a good bet for a mutiple baggers in a few Q.IMO
where do you see this going guys now that they
have stopped the dilution???? pps wise
rheddle, looks like management saw their stock being hammered and called Laurus Master Fund Ltd and said WTF are you doing.
So they made some some backroom deal and called off the dogs is what it looks like.
I had a hard time buying. The MM's were not interested when I bid the offer. Partials only and they threw me on the bid. They were willing to let me have any new sellers shares, just not theirs, lol
PERT was the big seller, where is he now, lol. He's offering .055
I wonder if the news today will bring it back into the thirties after we got so hammered the other day?
offer moving easily out of the way now
Wish I had more cash, boo boo
Looks like its going back to .04 and then some!
PR, convertiable conversions stopped!
Press Release Source: GVI Security Solutions, Inc.
GVI Security Solutions, Inc. Restructures Debt
Monday October 9, 12:35 pm ET
CARROLLTON, Texas--(BUSINESS WIRE)--GVI Security Solutions, Inc. (OTCBB:GVIS - News), a leading provider of video security solutions featuring the complete Samsung Electronics line of products, today announced it had entered into agreements with Laurus Master Fund Ltd. to extend the repayment period of its term and revolving loans to December 31, 2007.
On October 4, 2006, GVI completed a $4.75 million private placement on terms previously announced. A final closing of a $250,000 investment on October 6, 2006 resulted in total gross proceeds from the private placement of $5.0 million.
In connection with the private placement, GVI entered into an Omnibus Amendment and Consent with Laurus, GVI's senior secured lender, pursuant to which Laurus consented to the issuance of the Convertible Notes in the private placement and agreed to amendments to GVI's loan agreements with Laurus under which:
Laurus's ability to convert GVI's debt into Common Stock has been eliminated;
The maturity date of all Laurus loans has been extended from May 24, 2007 until December 31, 2007;
All prepayment penalties have been eliminated;
Monthly principal payments of $152,083 each will be due under the Term Loan for the months of January 2007 through December 2007.
"Laurus has been a cooperative lender and partner while GVI has worked through its liquidity issues over the recent past and has stepped up once again by working with us to complete this funding. We can now focus on completing the turnaround of GVI and growing our core business," said Joe Restivo, CFO of GVI.
About GVI Security Solutions, Inc.
GVI Security Solutions Inc. is a leading provider of video surveillance security solutions to the homeland security, institutional and commercial market segments.
wow, These markets are full of CROOKS
The securities sold in the offering consisted of Common Stock at a price of $.004 per share and 6% Convertible Promissory Notes convertible into Common Stock at a conversion price of $.004 per share. Upon the anticipated final closing of an additional $250,000 investment, the Company will have issued 125,000,000 shares of Common Stock and $4,500,000 of Convertible Notes convertible into 1,125,000,000 shares of Common Stock. Assuming the full conversion of the Convertible Notes, the investors in the private placement own approximately 96% of GVI’s Common Stock, with GVI Investment Company owning approximately 48% of the Common Stock. GVI expects to effect a 50-for-1 reverse stock split so that it will have sufficient authorized shares of Common Stock to permit the conversion of the Convertible Notes.
mm PERT bidding .0001, offering .0135
and peeps are buyin' them up!
IS THIS BEING SHORTED INTO OBLIVION???
Does anyone have a more current share count?
As of August 11, 2006 there were 53,198,974 shares of the registrant’s common stock outstanding.
Preferred stock, undesignated, $.001 par value, 3,000,000 shares authorized, none issued or outstanding
Common stock, $.001 par value, 200,000,000 shares authorized; 50,258,003 shares issued and outstanding at December 31, 2005 and 53,160,791 at June 30, 2006
NOTE 2 ~ CREDIT FACILITIES
Laurus Debt/Lines of Credit
On May 27, 2004, the Company closed a $15 million convertible debt financing with Laurus Master Fund, Ltd. under which the Company was provided with a $5 million term loan and a $10 million revolving credit facility. At closing, the Company borrowed $5 million under the term loan and $10 million under the revolving credit facility, and used $10,016,000 of the proceeds to repay in full the indebtedness outstanding under the prior revolving credit agreement with Comerica Bank. Additional proceeds of the financing were used to increase working capital, pay closing fees to Laurus in the aggregate amount of $617,500, and pay a finder's fee in the amount of $800,000. As part of the transaction, Laurus was also issued a seven-year warrant to purchase 940,000 shares of Common Stock at a price of $3.50 per share. The Company also issued a similar warrant to purchase 94,000 shares of Common Stock to the finder. Borrowings under the Laurus financing are secured by all assets of the Company. At June 30, 2006, $2.1 million in principal was outstanding under the Term Loan and $ 8.6 million in principal was outstanding under the revolving credit facility. The agreements with Laurus prohibit the payment of dividends on the Company’s common stock, and contain other customary affirmative and negative covenants.
Dated: September 8, 2006 /s/ William A. Teitelbaum
Is it something like this that is happening to GVIS ???
SEC names Deephaven Capital in Shorting Suit
Canada StockWatch
May 3, 2006
The U.S. Securities and Exchange Commission has filed a settled short-selling suit against Deephaven Capital Management LLC, a backer of Vancouver's Stockgroup Information Systems Inc. in 2000. Without admitting any wrongdoing, hedge fund manager Deephaven has agreed to pay $5.82-million (U.S.) to settle civil allegations it shorted 19 stocks on non-public information.
The SEC says Deephaven used advance knowledge of PIPE offerings, which tend to lower a stock's price, to make $2.6-million (U.S.) in shorting profits. In PIPE offerings, companies offer discounted shares directly to institutional investors, bypassing many regulatory hurdles.
Tuesday's suit marks the second time this year the SEC has sued a hedge fund manager over abuse of PIPE offerings. In March, the SEC reached a $15.8-million (U.S.) civil settlement with New York hedge fund manager Jeffrey Thorp and his three hedge funds, Langley Partners LP, North Olmsted Partners LP and Quantico Partners LP.
The SEC said Mr. Thorp's funds illegally shorted 23 stocks and covered with PIPE shares. That suit featured a Canadian brokerage, which the SEC refused to identify, as a conduit.
Tuesday's Deephaven suit is also the second time this year a Stockgroup backer's name has appeared in an illegal shorting case. In a civil suit filed just last month, the SEC said former Stockgroup debentureholder Amro International SA illegally shorted Sedona Corp., a Pennsylvania software company.
According to the SEC, Amro shorted Sedonda from $1.43 (U.S.) to 75 U.S. cents while holding a $2.5-million (U.S.) debenture, convertible based on the company's price. The suit targeted New York financier Andreas Badian and five New York brokers that served Amro.
Although Amro and Deephaven do not have any apparent connections in the U.S., they were both subscribers in an April, 2000, death spiral financing in Stockgroup. They took down $3-million in 8 per cent notes, convertible based on the company's price. Such financings can end in massive dilution if a company's price plunges.
Unlike some death spiral victims, Stockgroup dodged any significant dilution at Deephaven's hands, although the cash calls were likely a factor in a round of layoffs in late 2000, when the company had more bills than money. In an August, 2000, cash call, Stockgroup barely managed to come up with $884,839 to avoid issuing shares around $1.
The company, which traded as high as $4.96 in 2000, did eventually have to convert $400,000 of the debt at 32 cents in January, 2003.
The SEC did not list Stockgroup as one of the 19 companies in Tuesday's suit. The companies identified are all U.S.-based listings that initiated PIPE offerings between August, 2001, and March, 2004.
In addition to Deephaven, the suit names Bruce Lieberman, Deephaven's former director of private placements, as a defendant.
One of the companies, retailer Factory 2-U Stores Inc., apparently told Mr. Lieberman, in a written memo, "The existence of this proposed private placement of common stock is highly confidential."
In spite of written and verbal warnings that the PIPE offerings were non-public information, the SEC says Deephaven shorted based on the information. In at least four instances, the SEC says Mr. Lieberman even agreed in writing he would not short the stocks.
Nobody at Deephaven, or its parent, Nasdaq-listed equity trader Knight Capital Group Inc., was available for comment.
yes check out wwen.pk
Is this why GVIS management screwed the longs???
The CEO and CFO are getting
more than 9 million shares at 0.004 as per the 8-k released yesterday. Please read the following 8-k from feb. It clearly
says Steven would get 5% of the total shares sold. The higher
the number of shares sold in PP, the higher the shares he will
get. CFO got the same amount. So they screwed us and making big
bucks.
21-Feb-2006
Entry into Material Agreement, Change in Directors or Principal Office
Item 1.01. Entry into a Material Definitive Agreement.
On February 8, 2006, we entered into an Employment Agreement with Steven E. Walin, pursuant to which he will be employed as our Chief Executive Officer commencing March 6, 2006 for a term of three years. Pursuant to the Employment Agreement, Mr. Walin is entitled to receive:
· A second 10-year option to purchase 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. Walins employment with us.
GVIS : Those pigs killed this stock forever..The only bounce we could get is after it does reverse split and then loses 80% of the post split price. Let us say GVIS DROPS to 0.005 at the time of reverse split..50 : 1 split will give the opening price of 25 cents. Then over to next fricking dilution and drop back to 5 cents then another reverse split..basxxxards..
this is going to hit .004 like cow piss hitting a flat rock. probably no bounce, even
Sorry guys, I also had this on my watch list, but GVIS will be going to somewhere around .004 quickly(just walk away from this one)
This is ridiculous! Are there any good penny stocks out there that don't take advantage of the shareholders?
Looks like they will short this to .004 the conversion
price.I,ll wait and back up the truck when it gets there.
No consideration for current shareholders.Typical huh? GLTA
GVI Security Solutions, Inc. Raises Capital, Announces Changes to the Board
CARROLLTON, Texas--(BUSINESS WIRE)--GVI Security Solutions, Inc. (OTCBB:GVIS), a leading provider of video security solutions featuring the complete Samsung Electronics line of products, today announced the private placement of $4.75 million of its securities and changes to its board of directors.
The purchasers in the private placement consisted of a group of accredited investors led by GVI Investment Company, LLC, a Nevada limited liability company formed for the purpose of participating in the private placement. GVI Investment Company, LLC, which purchased $2.5 million of securities in the private placement, is managed by David Weiner, who has been appointed to GVI’s Board of Directors.
A substantial portion of the proceeds have been used to pay amounts previously owing to Samsung, and the remaining proceeds will be used primarily for working capital and general corporate purposes.
The securities sold in the offering consisted of Common Stock at a price of $.004 per share and 6% Convertible Promissory Notes convertible into Common Stock at a conversion price of $.004 per share. Upon the anticipated final closing of an additional $250,000 investment, the Company will have issued 125,000,000 shares of Common Stock and $4,500,000 of Convertible Notes convertible into 1,125,000,000 shares of Common Stock. Assuming the full conversion of the Convertible Notes, the investors in the private placement own approximately 96% of GVI’s Common Stock, with GVI Investment Company owning approximately 48% of the Common Stock. GVI expects to effect a 50-for-1 reverse stock split so that it will have sufficient authorized shares of Common Stock to permit the conversion of the Convertible Notes.
“We believe that our relationship with Samsung Electronics is strong, and that we are now well positioned to substantially grow our business together with them,” said CEO Steve Walin.
“This funding will facilitate the completion of GVI’s turnaround and will permit us to further focus on strengthening our core business,” said CFO Joe Restivo.
In connection with the closing of the private placement, the Company’s directors other than Steve Walin resigned from GVI’s Board, and David Weiner, Craig Ellin, Gary Freeman, Moshe Zarmi and Joseph Restivo, GVI’s Chief Financial Officer, were appointed to fill the resulting vacancies.
David 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. He advanced to the position of President in 1996, which he held until he left to form W-Net in 1998.
Gary Freeman is currently a Partner in Bandari, Beach, Lim & Cleland’s Audit and Accounting services division. In conjunction with various consulting engagements, Mr. Freeman has assumed interim senior level management roles at numerous public and private companies during his career, including as Co-President and Chief Financial Officer of Trestle Holdings Inc., Chief Financial Officer of Silvergraph International and Chief Financial Officer of Galorath Incorporated. Mr. Freeman is currently a member of the Board of Directors of Blue Holdings and serves as its Audit Committee Chairman. Mr. Freeman’s previous experience includes ten years with BDO Seidman, LLP, including two years as an Audit Partner.
Craig Ellins is the founder and Chief Executive Officer of hello Network, Inc. a Java technology development company. Mr. Ellins has more than 20 years of experience in television direct marketing and Internet communications and has provided strategic planning services to companies such as, K-tel International, Fingerhut Corporation, Guthy-Renker, Simitar Entertainment, and Stamina Products.
Moshe 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.
About GVI Security Solutions, Inc.
GVI Security Solutions Inc. is a leading provider of video surveillance security solutions to the homeland security, institutional and commercial market segments.
Forward-Looking Statements:
Some of the statements made by GVI Security Solutions, Inc. in this press release are forward-looking in nature. Forward-looking statements in this press release are not promises or guarantees and are subject to risks and uncertainties that could cause our actual results to differ materially from those anticipated. These statements are based on management's current expectations and assumptions and are naturally subject to uncertainty and changes in circumstances. We caution you not to place undue reliance upon any such forward-looking statements. Actual results may differ materially from those expressed or implied by the statements herein. GVI Security Solutions, Inc. believes that its primary risk factors include, but are not limited to: reliance on primary supplier; effective integration of recently acquired operations and personnel; expansion risks; effective internal processes and systems; the ability to attract and retain high quality employees; changes in the overall economy; rapid change in technology; the number and size of competitors in its markets; outstanding indebtedness; law and regulatory policy; the mix of products and services offered in the company's target markets; and other factors detailed in the Company's filings with the Securities and Exchange Commission, including the Annual Report on Form 10-KSB for the year ended December 31, 2005 currently on file, as well as the risk that projected business opportunities will fail to materialize or will be delayed.
I knew today would be nasty - I only have $140 left in it, so there is no point in selling it now.
Horrible filing yesterday and I hope they all end up on the street.
I am down over $300.
I am just going to hold the bag indefinitely to see what progress can be made of the Samsung deal and the other deal that was renewed that they PR'd last month.
Is this ever going to recover? Is this just being mercilessly hammered by MMs shorting, massive dilution, or just plain sold off? Anyone venture to guess or know?
GVIS..Turned out to be the shaft of worst kind on shareholders..Another bitter
lesson learnt a big price..Why sell shares for 1/10th of the share price?
Reverse split and more a billion new shares issued..Rascals..