As filed with the Securities and Exchange Commission on October 9, 2003.
Registration No. 333-_______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
(Name of Registrant as Specified in its Charter)

New Jersey 54-1521616
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

21351 Ridgetop Circle, Suite 300, Dulles, Virginia 20166
(Address of Principal Executive Offices)
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Consulting Agreement By and Between Registrant
and J. Andrew Moorer
Consulting Agreement By and Between Registrant
and Clifford L. Neuman
Consulting Agreement By and Between Registrant
and Barry Davis
Consulting Agreement By and Between Registrant
and A.B. Goldberg
(Full Title of Plan)

Michael W. Trudnak, CEO
Guardian Technologies International, Inc.
21351 Ridgetop Circle, Suite 300, Dulles, Virginia 20166
(Name and Address of Agent for Service)

Copies to:
Neil R.E. Carr, Esquire
Babirak, Albert, Vangellow & Carr, P.C.
1828 L Street, N.W., Suite 1000
Washington, D.C. 20037
Telephone: (202) 467-0920; Facsimile: (202) 318-4486
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act"), check the following box. |X|

CALCULATION OF REGISTRATION FEE

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PROPOSED PROPOSED MAXIMUM
MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) PRICE(1) REGISTRATION FEE
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Common Stock, $.001 par value 430,000 (2) $2.85 $1,225,500 $99.14
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Total Registration Fee: $99.14
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(1) Calculated in accordance with Rule 457(h) under the Securities Act, as
amended, based upon the average of the bid and asked prices for the
common stock on October 6, 2003.
(2) Represents (i) 150,000 shares of common stock issuable to Mr. J. Andrew
Moorer pursuant to a consulting agreement between the Registrant and
Mr. Moorer, (ii) 80,000 shares of common stock issuable pursuant to a
consulting agreement between the Registrant and Mr. Clifford L. Neuman,
(iii) 100,000 shares of common stock issuable pursuant to a consulting
agreement between the Registrant and Mr. Barry Davis, (iv) 100,000
shares of common stock issuable pursuant to a consulting agreement
between the Registrant and Mr. A.B. Goldberg, each upon the
effectiveness of this registration statement.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

This Registration Statement (the "Registration Statement") relates to
the issuance of shares of common stock, $.001 par value per shares ("Common
Stock"), of Guardian Technologies International, Inc., a Delaware corporation
(the "Company"). Pursuant to the terms of a consulting agreement, dated July 30,
2003, between the Company and Mr. J. Andrew Moorer, the Company has agreed to
issue to Mr. Moorer 150,000 shares of Common Stock for the performance of
certain consulting services in connection with, among other things, business
continuity, finance and accounting, strategic planning, market development, and
related services. The agreement terminates on July 1, 2004, unless sooner
terminated by the parties by mutual agreement, upon thirty (30) days notice and
in certain other events. Pursuant to the terms of a consulting agreement, dated
September 10, 2003, between the Company and Mr. Clifford L. Neuman, the Company
has agreed to issue to Mr. Neuman 80,000 shares of Common Stock for the
performance of certain legal services for the Company. The consulting agreement
is for a period of one (1) year unless sooner terminated by the parties by
mutual agreement, upon thirty (30) days notice and in certain other events.
Pursuant to the terms of a consulting agreement, dated September 23, 2003,
between the Company and Mr. Barry Davis, the Company has agreed to issue to Mr.
Davis 100,000 shares of Common Stock for the performance of certain consulting
services in connection with, among other things, marketing, developing a
marketing strategy for the Company's products and services, and related
services. The consulting agreement is for a period of one (1) year unless sooner
terminated by the parties by mutual agreement, upon thirty (30) days notice and
in certain other events. Pursuant to the terms of a Consulting Agreement, dated
September 30, 2003, between the Company and Mr. A.B. Goldberg, the Company has
agreed to issue to Mr. Goldberg 100,000 shares of Common Stock for the
performance of certain consulting services in connection with, among other
things, creation of market events that help build long term value for the
Company, developing a marketing strategy for the Company's products and
services, and related services. The agreement is for a term of one year, unless
sooner terminated by the parties by mutual agreement, upon thirty (30) days
notice and in certain other events.

Mr. Davis and Mr. Goldberg have each agreed to lock up 50,000 of the
shares to be issuable pursuant to their consulting agreements with the Company
for a period of one year except for transfers for estate planning purposes. None
of the foregoing consulting agreements may be assigned by the respective
consultant.

The foregoing information related to the provisions of the consulting
agreements is intended to provide a summary thereof and does not purport to be a
complete description of the consulting agreements. Such summary should be read
in conjunction with the copies of the consulting agreements filed or
incorporated by reference as exhibits to this Registration Statement and
incorporated herein by reference thereto.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Each consultant has been provided with a copy of the documents
incorporated herein by reference thereto in Part II: Item 3 hereof and has been
advised by the Company in writing that such documents will continue to be
available, without charge, to the consultant upon his written request to the
Company at its offices at 21351 Ridgetop Circle, Suite 300, Dulles, Virginia
20166, telephone (703) 654-6091.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, and any amendments thereto, filed by the
Company with the Securities and Exchange Commission ("SEC") are incorporated by
reference in this Registration Statement and shall be deemed to be a part hereof
from the date of filing such documents.

(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 2002 (File No. 0-28238).
(b) The Company's Schedule 14f-1, filed May 6, 2003 (File No.
0-28238).
(c) The Company's Current Report on Form 8-K, filed May 6, 2003
(File No. 0-28238).
(d) The Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2003 (File No. 0-28238).
(e) The Company's Amendment No. 1 to Schedule 14f-1, filed June
13, 2003 (File No. 0-28238).
(f) The Company's Current Report on Form 8-K, filed June 27, 2003
(File No. 0-28238).
(g) The Company's Current Report on Form 8-K, filed July 11, 2003
(File No. 0-28238).
(h) The Company's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 2003 (File No. 0-28238).
(i) The Company's Amendment No. 1 to its Current Report on Form
8-K, filed August 26, 2003 (File No. 0-28238).
(j) Description of the Company's Common Stock contained in the
Registration Statement on Form SB-2, filed January 18, 2001
(File No. 333-38044), as amended by the disclosure set forth
under "Description of Securities" in Item 1. Changes in
Control of Registrant contained in Amendment No. 1 to the
Company's Current Report on Form 8-K, filed August 26, 2003
(File No. 0-28238).
(k) The Company's Current Report on Form 8-K, filed October 2,
2003 (File No. 0-28238).
(l) The Company's Current Report on Form 8-K, filed October 3,
2003 (File No. 0-28238).
(m) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that the securities
offered hereby have been sold or which deregisters all
securities then remaining unsold.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") makes provision for the indemnification of officers and directors
of corporations in terms sufficiently broad to indemnify the officers and
directors of the Company under certain circumstances from liabilities (including
reimbursement of expenses incurred) arising under the Securities Act. Section
102(b)(7) of the DGCL permits a corporation to provide in its Certificate of
Incorporation that a director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) in respect of certain unlawful dividend payments
or stock redemptions or repurchases, or (iv) for any transaction from which the
director derived an improper personal benefit.

The Company's Certificate of Incorporation requires the Company to
indemnify all persons that it shall have power to indemnify to the fullest
extent permitted by the DGCL and to pay in advance expenses incurred by a party
seeking indemnification. As permitted by the DGCL, the Company's Certificate of
Incorporation provides that, in accordance with Section 102(b)(7) of the DGCL,
no director shall be personally liable to the Company or to its stockholders for
monetary damages for breach of his fiduciary duty as a director. The effect of
this provision in the Certificate of Incorporation is to eliminate the rights of
the Company and its stockholders (through stockholders' derivative suits on
behalf of the Company) to recover monetary damages against a director for breach
of fiduciary duty as a director thereof (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (i)-(iv), inclusive, above. These provisions will not alter the
liability of directors under federal securities laws.

The Company's Bylaws (the "Bylaws") provide that the Company shall
indemnify each director and any officer or other person that the Board of
Directors shall designate from time to time who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the Company or
is or was serving at the request of the Company as a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorneys fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a pleas of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interest of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

The Bylaws also provide that the Corporation shall indemnify each
director and any officer or other person that the Board of Directors shall
designate from time to time who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure judgment in its favor by reason of the fact that
he is or was a director or officer of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

The Bylaws also provide that expenses incurred by a director or officer
of the Corporation in defending or investigating any a threatened or pending
action, suit or proceeding shall be paid by the Company, provided that if
required by the DGCL such expenses shall be advanced only upon delivery to the
Company of an undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Company.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES
ACT MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY
PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE
OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION IS
AGAINST PUBLIC POLICY AS EXPRESSED IN THE SECURITIES ACT AND IS THEREFORE
UNENFORCEABLE.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

3.1 Certificate of Incorporation, incorporated herein by reference to the
Company's Registration Statement on Form SB-2, filed March 22, 1996
(File No. 333-2712-NY).
3.2 Certificate of Designations of Rights and Preferences of Series A
Convertible Preferred Stock, incorporated by reference to Exhibit 3.1
to the Registrant's Form 10-QSB for the Quarter Ended June 30, 2003
(File No. 0-28238).
3.3 Certificate of Designations of Rights and Preferences of Series B
Convertible Preferred Stock, incorporated by reference to Exhibit 3.2
to the Registrant's Form 10-QSB for the Quarter Ended June 30, 2003
(File No. 0-28238).
3.4 By Laws of the Company, incorporated herein by reference to the
Company's Registration Statement on Form SB-2, filed March 22, 1996
(File No. 333-2712-NY).
4.1 Form of Common Stock Certificate, incorporated herein by reference to
the Company's Registration Statement on Form SB-2, filed March 22, 1996
(File No. 333-2712-NY).
5.1 Opinion regarding legality.
10.1 Consulting Agreement, dated July 30, 2003, between the Registrant and
J. Andrew Moorer, incorporated by reference to Exhibit 10.9 to the
Company's Amendment No. 1 to its Current Report on Form 8-K, filed
August 26, 2003 (File No. 0-28238).
10.2 Consulting Agreement, dated September 10, 2003, between Registrant and
Clifford L. Neuman, filed herewith.
10.3 Consulting Agreement, dated September 23, 2003, between Registrant and
Barry Davis, filed herewith.
10.4 Consulting Agreement, dated September 30, 2003, between Registrant and
A.B. Goldberg, filed herewith.
23.1 Consent of Aronson & Company, filed herewith.
23.2 Consent of Schumacher & Associates, filed herewith.
23.3 Consent of counsel included in Exhibit 5.1, included in Exhibit 5.1.

ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes that it will:

(a) Rule 415 Offering.

(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement to include any additional or changed material
information on the plan of distribution;
(2) For determining liability under the Securities Act of 1933,
treat each post-effective amendment as a new registration
statement of the securities offered herein, and the offering
of the securities at that time to be the initial bona fide
offering; and
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.

(b) Subsequent Exchange Act Documents Incorporated by Reference

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dulles, Commonwealth of Virginia, on this 7th day of
October, 2003.

GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

By: Michael W. Trudnak
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Chief Executive Officer
(Principal Executive Officer)

POWER OF ATTORNEY

We, the undersigned directors and officers of Guardian Technologies
International, Inc., a Delaware corporation, do hereby constitute and appoint
Michael W. Trudnak and Robert A. Dishaw, or either of them, our true and lawful
attorneys-in-fact and agents, each with full power to sign for us or any of us
in our names and in any and all capacities, any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents required in connection therewith,
and each of them with full power to do any and all acts and things in our names
and in any and all capacities, which such attorneys-in-fact and agents, or
either of them, may deem necessary or advisable to enable Guardian Technologies
International, Inc., to comply with the Securities Act of 1933, as amended, and
any rules and regulations, and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement; and we hereby do
ratify and confirm all that such attorneys-in-fact and agents, or either of
them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 7th day of October, 2003.

SIGNATURE TITLE
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/s/ Michael W. Trudnak Chairman of the Board, Chief Executive Officer,
- ------------------------------- Treasurer, Secretary and Director (Principal
Michael W. Trudnak Executive Officer)

/s/ Robert A. Dishaw President, Chief Operating Officer and Director
- -------------------------------
Robert A. Dishaw

/s/ William J. Donovan Chief Financial Officer (Principal Accounting
- ------------------------------- Officer and Principal Financial Officer)
William J. Donovan

/s/ Walter Ludwig Director
- -------------------------------
Walter Ludwig

/s/ Sean W. Kennedy Director
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Sean W. Kennedy

/s/ M. Riley Repko Director
- -------------------------------
M. Riley Repko