PROSPECTUS
DATED January __, 2006
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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.
AI
