UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 10-K
 

 
(Mark One)
 
x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012
or

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 333-150954

GUARDIAN 8 HOLDINGS
(Exact name of registrant as specified in its charter)

Nevada
26-0674103
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

15230 N. 75th Street, Suite 1002
   
Scottsdale, AZ
85260
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code (913) 317-8887

Securities registered pursuant to Section 12(b) of the Exchange Act: None
 
Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  
o Yes           x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  
o Yes           x No

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. 
o    Yes           x No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    
x   Yes            o No

 
 


Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not 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-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o    
Accelerated filer o
Non-accelerated filer o  (Do not check if a smaller reporting company)  
Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   
 Yes          x  No
 
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $8,591,838 based on a share value of $0.40.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 32,229,508 shares of common stock, $0.001 par value, outstanding on March 19, 2013, which does not include 893,494 shares authorized but unissued.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
 
None.
 
 
 

 
GUARDIAN 8 HOLDINGS
FORM 10-K
TABLE OF CONTENTS
 
 
Page
PART I
2
2
8
15
15
15
15
   
PART II
16
16
17
17
21
21
22
22
22
   
Part III
23
23
26
32
33
33
   
Part IV
36
36

 
 

 
FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of federal securities laws. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. You should, however, consult further disclosures we make in this Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

 
·  
deterioration in general or global economic, market and political conditions;
 
·  
our ability to diversify our operations;
 
·  
actions and initiatives taken by both current and potential competitors;
 
·  
supply chain disruptions for components used in our product;
 
·  
manufacturers inability to deliver components or products on time;
 
·  
inability to raise additional financing for working capital;
 
·  
the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain;
 
·  
adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
 
·  
changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
 
·  
inability to efficiently manage our operations;
 
·  
inability to achieve future operating results;
 
·  
the unavailability of funds for capital expenditures;
 
·  
our ability to recruit and hire key employees;
 
·  
the inability of management to effectively implement our strategies and business plans; and
 
·  
the other risks and uncertainties detailed in this report.

In this form 10-K references to “Guardian 8”, “G8”, “the Company”, “we,” “us,” “our” and similar terms refer to Guardian 8 Holdings and its wholly owned operating subsidiary, Guardian 8 Corporation.
 
AVAILABLE INFORMATION

We file annual, quarterly and special reports and other information with the SEC.  You can read these SEC filings and reports over the Internet at the SEC’s website at www.sec.gov or on our website at www.guardian8.com.  You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm.  Please call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy of our annual report to security holders, including audited financial statements, at no charge upon receipt to of a written request to us at Guardian 8 Holdings, 15230 N. 75th Street, Suite 1002, Scottsdale, Arizona  85260.
 
 
 

 
PART I
 
Item 1. Business.
 
Overview

In November 2010, following a reverse merger by and among us, G8 Acquisition Subsidiary, Inc. (our wholly-owned subsidiary) and Guardian 8 Corporation, a Nevada corporation, we changed the focus of our business plan.

Prior to the reverse merger with Guardian 8 Corporation in November of 2010, we operated under the name Global Risk and focused on the provision of investigative, technical IT, background, document verification, and data banks of security information and entered into the personal defense industry. This business plan was ultimately abandoned following its unsuccessful implementation. Following the merger, we assumed the business plan of Guardian 8 Corporation and entered into the personal defense industry. Concurrent with the effectiveness of the merger, we changed our name to “Guardian 8 Holdings” The result of the merger was that the former stockholders of Guardian 8 Corporation controlled approximately 95% of our outstanding shares of common stock. In addition, Guardian 8 Corporation was deemed to be the acquiring company for financial reporting purposes and the merger was accounted for as a reverse merger. All of our principal operations are conducted through Guardian 8 Corporation as our wholly owned subsidiary.

Guardian 8 Corporation was incorporated in Nevada on June 8, 2009 as Guardian 6 Corporation. In August 2009, we changed our name to Guardian 8 Corporation.

In June of 2009, concurrent with our incorporation, Charles “Andy” Ross, Jr., a former officer and director, agreed to transfer all rights, title and interest in and to all intellectual property rights he held in our device to us in exchange for $300,000 in cash and 19,000,000 shares of our common stock. From August of 2009 through September of 2010, Mr. Ross returned 4,500,000 shares of common stock to us for cancellation to assist in our fund raising efforts.

Recent Developments

In March of 2012 we announced the ProV2. This model was developed in response to professional security guards seeking a robust design as well as highly functional tool for their duty belt. The ProV2 will also be available to security conscious industries where staff safety is an ongoing priority.

In addition, in March of 2012 we filed with the Depository Trust Company (DTC) for electronic clearing of our common stock, with the assistance of C. K. Cooper & Company and Legent Clearing. We received DTC approval for electronic clearing on May 7, 2012. Along these same lines, our board of directors has decided to file a registration statement on Form S-1 to register 100% of the shares held by stockholders of record as of April 1, 2012. This is intended to make it easier and more efficient for our stockholders to trade our shares and brokerage firms to accept the shares for deposit.

On April 20, 2012, we appointed Kathleen Hanrahan, a current member of our board of directors, to serve as our interim chief financial officer. In addition, in anticipation of structuring the company for an exchange listing, our board of directors designated two new board committees, (i) an audit committee, and (ii) a governance, compensation and nominating committee.

Further, in May of 2012, we executed a letter of intent with an investment banker to pursue a public offering of our common stock in late 2012 and concurrently seek a listing of our common stock on a national stock exchange. The public offering has been delayed to the second half of 2013.

In August of 2012, we engaged an Arizona consulting firm to provide guidance on international distribution.

Effective September 24, 2012, Loren W. Moll resigned as a member of our board of directors and chairman of our executive committee.  We have not as yet appointed a new Board member to take Mr. Moll’s place.

Effective October 1, 2012, Guardian 8 Corporation entered into an amended and restated employment agreement with Paul Hughes, its Chief Operating Officer, and an employment agreement with Jose Rojas to act as its Vice President of Customer Service.

Further, in October of 2012, we received notices of the allowance of our first utility and design patents.

On November 13, 2012, we received $100,000 from our CEO/President, C. Stephen Cochennet, in the form of an unsecured 90-day promissory note.  The note bears interest at 12% per annum and is payable on February 12, 2013.  Subsequently, Mr. Cochennet extended the term of this note to April 12, 2013.
 
 
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On December 10, 2012, we received $50,000 from our CEO/president, C. Stephen Cochennet, in the form of an unsecured 90-day promissory note. In addition, on December 28, 2012, we received an additional $50,000 from Mr. Cochennet, in the form of an unsecured 90-day promissory note. Each of the notes bears interest at 12% per annum and are payable on February 12, 2013 and March 28, 2013, respectively.

In December of 2012, we received our first order from an international distributor for our ProV2 device.

On January 24, 2013, we received $50,000 from our CEO/president, C. Stephen Cochennet, in the form of an unsecured 90-day promissory note. The note bears interest at 12% per annum and is payable on April 24, 2013.

On February 7, 2013, we filed a Form 8-A to register our common stock under Section 12(g) of the Exchange Act.  Before this filing we were a voluntarily reporter under the Act and before November of 2010 were considered a “shell” company.  Therefore, our stockholders have been unable to rely on Rule 144 of the Act for the public sale of our securities.  Our stockholders will be able to rely on Rule 144 of the Act following the 90th day from filing of the Form 8-A described above.

On February 12, 2013, our CEO/president, C. Stephen Cochennet, extended the maturity date of a $100,000 term note due and payable on such date until April 12, 2013.

In February of 2013, we entered into two consulting agreements with consultants assisting us with sourcing government grant funds. The terms of the agreements run for six months and we have agreed to pay one of the consultants $25,000 for their services. Further, the other consultant has agreed to purchase $25,000 of our shares of our common stock on a monthly basis during the six month term at $0.40 per share.

On March 1, 2013, we entered into a one year agreement with Kraves PR to assist with public relations as we move into scaled production and distribution.  The contract will be executed on a project by project basis, beginning with media assistance at the upcoming industry conference in April 2013.

On March 4, 2013, we entered into an employment agreement with our CEO/president, C. Stephen Cochennet, and amended the agreement with our interim CFO, Kathleen Hanrahan.

On March 6, 2013, we received (i) $100,000 from our CEO/president, C. Stephen Cochennet, and (ii) $50,000 from a director, James G. Miller, in the forms of unsecured 90-day promissory notes. Each of the notes bears interest at 12% per annum and are payable on June 4, 2013.

On March 10, 2013, our CEO/president, C. Stephen Cochennet, extended the maturity date of a $50,000 term note due and payable on such date until May 9, 2013.

Effective March 11, 2013, Guardian 8 Corporation entered into an employment agreement with Daniel Silva to act as its Lead Engineer.
 
On March 25, 2013, our CEO/president, C. Stephen Cochennet, extended the maturity date of a $50,000 term note due and payable on March 28, 2013 until May 27, 2013.

On March 26, 2013, we received $50,000 from a director, Corey Lambrecht, in the form of an unsecured 90-day promissory note. The note bears interest at 12% per annum and is payable on June 24, 2013.
 
Primary Business Strategy
 
We completed the initial design of our first generation product under development in 2011.  We tested these prototypes through a number of different venues and collected feedback and input on suggested design changes.  As a result, we elected to incorporate a significant number of upgrades and enhancements, and to make modifications to the initial design to improve reliability, durability and manufacturing efficiencies.
 
The G8 ProV2 was introduced in the second quarter of 2012.  This model was developed in response to demands from professional security guards, seeking a robust design as well as highly functional tool for their duty belt.  The G8 ProV2 will also be available to security conscious industries where staff safety is an ongoing priority.  We expect to have the product in the marketplace during the first half of 2013, following the finalization of production tooling, qualification testing, and reliability testing of our LRIP (“Low-Rate Initial Production”).

The Guardian 8 ProV2 Device

The G8 ProV2 is a product which combines a multitude of non-lethal technologies designed to help protect individuals from aggressors and assailants, while notifying law enforcement authorities and other stakeholders of the situation.

The G8 ProV2 is a small, hand-held device that integrates a collection of non-lethal technologies including a: Laser Spotter, LED Strobe Light, Alerting Siren, Camera, Microphone, and O.C. Pepper Spray to give the user a single solution for effectively defending against aggressive subjects.
 
 
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The unit’s risk mitigation capabilities are further enhanced through the patented use of Bluetooth® enabled emergency notification technology creating a command center communication link and incident recording capabilities.  Finally, the G8 ProV2 is designed to support additional device customizations by modifying or disabling features through custom software according to any customer’s security & personnel policies and requirements.

In 2011, we received an ASIS Accolades “Security’s Best” Award for our first generation device, placing us among just ten companies to earn this coveted designation at the 2011 ASIS International professional security conference.

We are now focused on marketing our innovative and patented personal defense solution to professional security organizations, private professionals, along with the development of complimentary product lines for individuals and families.

The need for personal security is escalating due to heightened violence threatening our communities.  As a result, a growing number of products are appearing in the market place. Such devices range from weapons designed to inflict harm on an attacker to alarms designed to call attention to the situation at hand so as to dissuade an attacker from further aggression.

Although such devices are assumably effective in operation, we believe it is desirable to have a device which presents a plurality of security functions which allow the user to help defend against dangerous situations and communicate the impending situation in one device.

In response to this perceived need, we have developed a personal security device which presents a multi-layered set of security features including pepper spray, images, recording, and audio alarms and communication with 9-1-1 or other preselected numbers. Such functions may either be initiated by the user or automatically activated during physical confrontations. The commercial model being released in 2013 resembles an intuitive pistol configuration which enables the user to better manipulate the device and control the available functions, as well as reduce the training requirements.
 
Additional significant objectives of the device are:

 
·  
to provide countermeasures that can momentarily incapacitate attackers and provide pain compliance;

 
·  
to activate audio and/or visual alarms so as to call attention to the altercation and/or frighten the attacker;

 
·  
to provide a laser pointing device that enables the user to accurately direct pepper-spray upon the attacker with a tracer substance to assist in subsequent identifications, as well as display a product warning prior to engagement;

 
·  
to provide a device that links with a cell phone using Bluetooth technology so as to automatically alert 9-1-1 and/or document audio messages, and audio and image recordings of the altercation;

 
·  
to provide a security device that transmits and/or documents the audio or visual recordings; and

 
·  
to provide a security device that provides a direct 2-way voice communication link with 9-1-1 or other preselected numbers.

Device Warranty
     
We intend to offer a three to six month limited warranty on our device. If the device fails to operate properly for any reason during the warranty period, we intend to replace the device either at a discounted price depending on when the product was placed in service or for a flat fee. These fees are intended to cover the handling and repair costs and include a profit. We believe this policy will be attractive to our customers. In particular, it avoids disputes regarding the source or cause of any defect. Extended warranties which provide additional coverage beyond the limited warranty, ranging from one to four years are anticipated to be also offered for specified fees.

Sales and Marketing

U.S. Private Security Services Market

According to the U.S. Department of Labor, over 3.2 million Americans worked in the protective services industry as of May 2011, or nearly 4 times the 850,380 sworn police officers & investigators who work in professional law enforcement and are currently supported by the lethal/less-lethal weapons manufacturers.
 
The Justice Policy Institute (JPI) estimates that the U.S. spends more than $100 Billion annually on professional law enforcement, before the inclusion of expenditures on private security personnel. In 2007, approximately 77% of police spending was by local governments whose budgets and resources have been strained in recent years.
 
 
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Professional Security Guarding Market
 
The Protective Services Industry includes individuals employed in prisons and correctional facilities (public & private), gaming surveillance officers, transit and railroad police, recreational protective service workers including fish and game wardens, along with over 1 million professional private security guarding officers.
 
Professional security guards are employed by a combination of contract security guarding companies and the private security departments of global corporations, organizations and institutions.
 
According to the American Society of Industrial Security (ASIS), 34.5% of companies outsource their security guarding requirements with contract security guard companies.
 
An additional 56.5% of the market is represented by “in-house” corporate or organizational security personnel, indicating that direct corporate security customers could provide an extremely attractive customer opportunity in the U.S.
 
The U.S. Department of Labor further predicts that the Professional Security Guarding market will demand more than 200,000 additional workers, growing by nearly 20% from 2010-2020, and representing 55% of projected total job creation within the Protective Services Industry.
 
According to The Freedonia Group, in 2009 the top 5 security guarding companies controlled 33% of the U.S. contract security market.  While this is indicative of a highly fragmented market, recent estimates of the largest 50 contract security companies reflect combined annual U.S. revenues of ~$10 billion and combined security officer personnel of nearly 350,000, indicating that a substantial market opportunity exists within a relatively concentrated target customer market.
 
Guardian 8 has established contacts with many of the largest security guarding companies which entail collaborative design, development and documentation efforts to ensure that the final product meets existing customer requirements for functionality and security.  As a result, Guardian 8 has not only identified these contract security providers as ideal launch customers, but has also made significant progress in establishing the value and significance of the G8 ProV2 within this segment.
 
In addition, many of these companies employ tens of thousands more security guards internationally and consequently represent direct channels to a global professional user base in nearly every major market in the world.
 
As specific examples, G4S (Wackenhut) reports that they employ 125,000 security guards in the country of India alone, and Inter-Con Security employs over 25,000 security guards worldwide.
 
Total U.S. estimates of the number of contract security companies range from conservative figures of 8,000 in the U.S. to as many as 14,000 according to Robert H. Perry & Associates, pointing to an extremely large number of firms with fewer than 10 officers each.
 
According to 2009 Dun & Bradstreet research, contract security firms with 100 or more employees represented 69.0% of the industry employee base, while 70.8% of contract security firms had fewer than 10 employees.
 
While these firms may be more challenging to address with a direct internal sales & marketing approach, Guardian 8 has made preparations through a well-conceived online marketing and inbound sales system to capture smaller order lots and effectively train, service and support smaller organizations.
 
In addition, the market recognition already received by the G8 ProV2 through the Company’s industry involvement, active participation and award winning innovation have driven more than 750 prospective customer contacts into their SalesForce.com registry.
 
Global Private Security Services Market
 
The global security services market as estimated by The Freedonia Group is projected to grow 7.4% annually and reach $214 Billion in 2014.  In addition, it is estimated that professional security officers outnumber law enforcement by a 10 to 1 ratio internationally
 
Guardian 8 has already received interest from more than 2 dozen dealers representing 18 foreign countries, with most prepared to purchase the product immediately for distribution abroad.  International interest includes indications of interest from Security Companies, Distributors and Executive Protection providers.
 
Guardian 8’s SalesForce.com database contains over 750 contacts who have expressed interest in purchasing G8 ProV2 units as they become available to the marketplace.  Among these contacts are representatives from countries representing a remarkable degree of international reach for a development stage company and a promising market channel for reaching millions of professionals, and potentially tens of millions of consumers.
 
 
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Based upon available market and industry data, estimates developed by L.A. Davis & Associates place the aggregate revenue opportunity based on the proposed retail unit price, to U.S. and International professionals and consumers at approximately $50 Billion.
 
A significant contributor to the magnitude of this opportunity is the diversity and size of established market applications.  Guardian 8’s innovative device appeals to security professionals across a broad range of industries, both domestically and internationally, and holds promise as a unique and effective personal defense device for consumers.
 
Retail Market

Sadly, violent crime in the U.S. is escalating. As a result, a sizable number of women in the United States will fall victim to a violent crime at some point in their lives. According to the Federal Bureau of Investigation, aggravated assault accounted for 62.5% of the 1.3 million violent crimes committed in the U.S. in 2010. The reality of these statistics has created a sizable self-defense products and services market. Consumers have a bevy of options to protect themselves, including self-defense classes, alarms, lethal and nonlethal weapons, even cell phones. None of these options is perfect; most offer a singular means of defense that may or may not be appropriate, depending on the situation. A device that incorporates features to de-escalate a dangerous situation while also providing an effective means of defense would likely ease a clouded decision-making process.

One of the directives of the Law Enforcement Alliance of America (LEAA)—the nation’s largest nonprofit, nonpartisan coalition of law enforcement professionals—is to educate the public about the best ways to avoid violent crime. Rather than offer blanket advice to either resist or comply, LEAA advises those faced with a violent attack to analyze their options to the extent possible and then make a decision and act swiftly. The options include running away, calling for help (either other people nearby or 9-1-1 via cell phone), or fighting back. The LEAA adds this sobering reminder, “No matter what course of action you choose, if you are attacked by a violent criminal, there is always a chance you may be hurt or killed.” Unfortunately, whatever choice the victim makes—grabbing a cell phone, alarm or pepper spray—it could be the wrong choice. There are no easy answers when facing a potentially violent assault. A clear improvement, in our view, would be the ability to alarm others, notify 9-1-1, and discourage further aggression in a single device. Further, the ability to use a weapon at a distance significantly reduces risk to the victim.

We plan to approach the market on three fronts; (i) The Private Security Market, (ii) National Accounts, and (iii) the Retail Market. We are currently in discussion with several large private security firms about testing the product as well as support for training. We intend to begin discussions with potential National Accounts targets once the testing phase for our product has been completed.

United States Distribution

Initially we intend to focus on the professional and consumer defense market as our primary target. We are evaluating a number of go to market strategies for the product; including, security firms, direct sales, distributors, etc.

We intend to implement a variety of marketing initiatives to support sales of our device. We may produce an infomercial, if we maintain sufficient funds, which will air in initially in selected markets and if successful will target a nationwide campaign.

International Distribution

We intend to market and distribute our device in foreign markets through a network of distributors. For geographical and cultural reasons, it is anticipated that our distributors, when established, will usually have a territory defined by their country’s borders. These distributors will market our device where allowed by law. For foreign sales we may utilize an established distributor.      
     
Manufacturing
     
We intend to outsource all of our component manufacturing and assembly at least for the foreseeable future. We currently are utilizing a reputable company based in Taiwan to manufacture our initial device; and we do not foresee any issues with locating additional manufacturers of our device if and when the time arises.

Competition

Our device is anticipated to compete with other non-lethal weapons such as electronic control devices, batons, clubs, and chemical sprays; such as those sold by companies as TASER® International, Armor Holdings, Inc., TigerLight, PepperBall Technologies, and FN Herstal. The primary competitive factors in the private citizen market include a device’s cost, optionality, effectiveness, safety and ease of use. 
 
 
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Regulation

United States Regulation
     
Our device will be subject to regulations; although we do not believe our device is considered to be a “firearm” by the U.S. Bureau of Alcohol, Tobacco, Firearms and Explosives. Therefore, no Federal firearms-related regulations will apply to the sale and distribution of our device within the United States.
     
We are also subject to environmental laws and regulations, including restrictions on the presence of certain substances in electronic products. Reference is made to Risk Factors, under the heading “Environmental laws and regulations subject us to a number of risks and could result in significant liabilities and costs”.

Pepper Spray Regulations

One important issue for us is the way our device will be categorized by various government agencies. How the U.S. government categorizes the device could limit where our device can be exported. Domestically, we will have to cope with regulations that pertain to the use of pepper spray devices at the state level.

While the laser-targeting functionality of our device may be restricted by government export laws for a limited number of countries, pepper spray is the only component of the device that can truly be considered a weapon. Pepper spray causes temporary blindness, pain, breathing problems and panic. When used excessively on someone with a preexisting medical condition, it can, in rare cases, even result in death. As such, the self-defense product is restricted in some states and countries. The size of the pepper spray canister and the percentage of capsaicin are regulated by some states.

By comparison, many states ban electronic control devices (“ECDs”) from schools and courts, and some have additional restrictions such as limiting their use to homes and businesses or, as with handguns, requiring concealed weapons permits to carry them in public. At the time of this report, Hawaii, US Virgin Islands, Massachusetts, Rhode Island, New York, New Jersey and the District of Columbia prohibit the use of ECDs by the general public. Unlike ECDs, pepper spray is regulated in only five states and the District of Columbia. These limited regulations restrict retailers by requiring a firearms identification card, in some cases, and by limiting the size of the canister and strength of the spray. The pepper spray regulatory environment is not anticipated to limit our efforts to market our device to the security guard market and should be only a slight headwind in the consumer market in the six states that regulate the product. In addition, we plan to develop a version of our device that does not incorporate pepper spray.

United States Export Regulation
    
 Our product was recently classified EAR99, relatively unrestricted by the Department of Commerce (DOC). Accordingly, the export of our device will be regulated under export administration regulations and subject to export bans established by DOC to a limited set of restricted countries. We will be required to obtain export licenses from the DOC for all shipments to foreign countries other than Canada. The need to obtain these licenses may cause a delay in our shipments if we develop an international sales program.

Foreign Regulation
     
The U.S. Department of Defense, through its International Traffic in Arms regulation (ITAR), controls the exportation of defense products—the types of products exported and the countries to which they are exported. Pepper spray devices are exempt from this regulation, and our EAR99 classification affirms this view. Additionally, the Department of Commerce will require an export license for each country into which our device is sold and will most likely limit us from selling into the eight or so international markets for which our government has expressed human rights concerns. We expect, through distributors, to deal with specific regulatory issues on a country-by-country basis, which will likely lengthen the sales cycle for international sales.

Foreign regulations, which may affect our device, are numerous and often unclear. We intend to engage distributors who are familiar with the applicable import regulations in each foreign market we enter, if any. Restrictions may prohibit certain sales of our products in a number of countries. We intend to rely on the distributors to inform us of those countries where our device is prohibited or restricted.

Intellectual Property
     
We intend to protect our intellectual property with U.S. patents and trademarks. Along these lines, in October of 2012, we received notices of the allowance of our first utility and design patents. We also intend to rely on international treaties, organizations and foreign laws to protect our intellectual property. We intend to continuously assess whether and where to seek formal protection for particular innovations and technologies based on such factors as: the commercial significance of our operations and our competitors’ operations in particular countries and regions; our strategic technology or product directions in different countries; and the degree to which intellectual property laws exist and are meaningfully enforced in different jurisdictions.
 
 
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Confidentiality agreements are intended to be used with employees, consultants and key suppliers to help ensure the confidentiality of our trade secrets. 

Research and Development
     
Since our inception, we expended approximately $780,125 on research and development. Our investment in research and development staff and equipment is anticipated to increase as our device gains market acceptance and we move into design and development of additional versions of our device or other products. Our return on this investment is intended to be realized over the long term, although new systems and technologies may have a more immediate impact on our business.

Employees

           We are a development stage company and currently have only four full-time employees; our CEO/president, C. Stephen Cochennet, and three for Guardian 8 Corporation, Paul Hughes, Chief Operating Officer, Jose Rojas, Vice President of Customer Service, and Daniel Silva, Lead Engineer. We also have engaged an interim CFO, Kathleen Hanrahan, on a part-time basis. We utilize the services of several contract personnel, engineers and other professionals on an as needed basis. We are currently managed by C. Stephen Cochennet, Kathleen Hanrahan and Paul Hughes with the assistance of our board of directors. We look to Mr. Cochennet, Ms. Hanrahan and Mr. Hughes for entrepreneurial, organizational and management skills. We have entered into employment agreements with Mr. Cochennet, Ms. Hanrahan and the three employees of Guardian 8 Corporation. We plan to continue to use consultants, legal and patent attorneys, design and mechanical engineers, engineers and accountants as necessary. We may hire marketing employees based on the projected size of the market and the compensation necessary to retain qualified sales employees. A portion of any employee compensation likely would include direct stock grants, or the right to acquire stock in the company, which would dilute the ownership interest of holders of existing shares of our common stock.
 
Item 1A. Risk Factors.
 
In the course of conducting our business operations, we are exposed to a variety of risks that are inherent to our industry. The following discusses some of the key inherent risk factors that could affect our business and operations, as well as other risk factors which are particularly relevant to us in the current period of significant economic and market disruption. Other factors besides those discussed below or elsewhere in this report also could adversely affect our business and operations, and these risk factors should not be considered a complete list of potential risks that may affect us.
 
Risks Related to Our Business

Substantial doubt exists about our ability to continue our business as a going concern.

Our financial statements have been prepared assuming we will continue as a going concern.  We had no revenue and negative working capital as of December 31, 2012.  As a result of our losses and ongoing need for financing, the report from our independent registered public accounting firm on our financial statements for the years ended December 31, 2012 and 2011 contained a paragraph indicating substantial doubt about our ability to continue as a going concern.  If we do not raise sufficient debt or equity capital, we may be forced to curtail our growth plans and may be unable to respond to competitive pressures and/or perceived opportunities.  These conditions create uncertainty as to our ability to continue as a going concern, and our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We are a development stage company, recently organized and have minimal operating history, which raises substantial doubt as to our ability to successfully develop profitable business operations.

We have a limited operating history.  Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered in developing and marketing a new personal defense product. As a result of our recent formation we have yet to generate any revenues from operations and have been focused on organizational issues, start-up challenges, market analysis, product development, building relationships and initial fund raising activities. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably.  Our future operating results will depend on many factors, including:

·      our ability to raise adequate working capital;
·      success of our product development efforts;
·      the level of our competition;
·      demand for the product at a profitable price;
·      our ability to attract and maintain key management and employees; and
·      our ability to effectively demonstrate our ability to develop, produce and market a personal defense product.
 
 
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To achieve profitable operations, we must, alone or with others, successfully execute on the factors stated above, along with continually developing ways to enhance our operations. Despite our best efforts we may not be successful in our development and marketing efforts or obtain required regulatory approvals. There is a possibility that our business plan may not be received favorably by investors or we may not be able to perfect our plan of operation to be commercially viable.

We may need additional capital in the future to finance our planned growth, which we may not be able to raise or it may only be available on terms unfavorable to us or our stockholders, which may result in our inability to fund our working capital requirements and harm our operational results.

We have and expect to continue to have working capital needs. We expect our cash on hand, together with cash generated from product sales, cash equivalents and short-term investments to meet our working capital and capital expenditure requirements for at least the next six months. After that time we may need to raise additional funds to fund our operations and implement our growth strategy, or to respond to competitive pressures and/or perceived opportunities, such as investment, acquisition, marketing and development activities.

If we experience operating difficulties or other factors, many of which may be beyond our control, cause our revenues or cash flows from operations, if any, to decrease, we may be limited in our ability to spend the capital necessary to complete our development, marketing and growth programs. If our cash flows do not commence within six months, we will require additional financing, in addition to anticipated cash generated from our operations, to fund our planned growth. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In such a capital restricted situation, we may curtail our marketing, development, and operational activities or be forced to sell some of our assets on an untimely or unfavorable basis. 

We are highly dependent on our officers and directors. The loss of any of them, whose knowledge, leadership and technical expertise upon which we rely, could harm our ability to execute our business plan.
 
Our success depends heavily upon the continued contributions of our current officers and directors, whose knowledge, leadership and technical expertise may be difficult to replace at this stage in our business development, and on our ability to retain and attract experienced experts, and other technical and professional staff.  We have entered into an employment agreement with Paul Hughes, Chief Operating Officer for Guardian 8 Corporation, but do not maintain key person insurance on him or Mr. Cochennet, the sole officer of the parent company. We have entered into employment agreements with Mr. Cochennet, Mr. Hughes and our the other full-time employees of Guardian 8 Corporation. If we were to lose the services of our officers or directors, our ability to execute our business plan would be harmed and we may be forced to cease operations until such time as we could hire suitable replacements for them.
 
At this stage of our business operations, even with our good faith efforts, potential investors may lose their entire investment.
 
Because the nature of our business is expected to change as a result of shifts in the self-defense and personal protection industry, competition, and the development of new and improved technology, management forecasts are not necessarily indicative of future operations and should not be relied upon as an indication of future performance.
 
While Management believes its estimates of projected occurrences and events are within the timetable of its business plan, our actual results may differ substantially from those that are currently anticipated.

We may face personal injury and other liability claims that harm our reputation and adversely affect our sales and financial condition.
     
Our device is anticipated to be used in confrontations that may result in bodily injury to those involved. A person injured in a confrontation or otherwise in connection with the use of our device may bring legal action against us to recover damages on the basis of theories including personal injury, negligent design, defective product or inadequate warning. We may also be subject to lawsuits involving allegations of misuse of our products. If successful, personal injury, misuse and other claims could have a material adverse effect on our operating results and financial condition and could result in negative publicity about our device. Although we intend to carry product liability insurance, even if completely unfounded, we may still incur large legal expenses if we choose to self-insure and defend lawsuits and significant litigation this could also result in a diversion of management’s attention and resources, negative publicity and a potential award of monetary damages in excess of our insurance coverage. The outcome of any litigation is inherently uncertain and there can be no assurance that any future litigation will not have a material adverse effect on our revenues, our financial condition or financial results.
 
 
9


To the extent demand for our device increases, our future success will be dependent upon our ability to establish manufacturing production capacity which will be accomplished by the implementation of customized manufacturing automation equipment.

                To the extent demand for our device increases significantly in future periods, one of our key challenges will be to ramp our production capacity to meet sales demand, while maintaining product quality. Our primary strategies to accomplish this include locating larger outsourced assembly facilities. Our inability to meet any future increase in sales demand or effectively manage our expansion could have a material adverse effect on our revenues, financial results and financial condition.

If we are unable to design, introduce and sell new products or new product features successfully, our business and financial results could be adversely affected.     

Our future success may depend on our ability to develop new products or new product features that achieve market acceptance in a timely and cost-effective manner. The development of new products and new product features is complex, time consuming and expensive, and we may experience delays in completing the development and introduction of new products. We cannot provide any assurance that products that we may develop in the future will achieve market acceptance. If we fail to develop new products or new product features on a timely basis that achieve market acceptance, our business, financial results and competitive position could be adversely affected. 
 
Government regulation of our device and future products may adversely affect sales.

Federal regulation of sales in the United States: Our device is not considered a firearm regulated by the U.S. Bureau of Alcohol, Tobacco, Firearms and Explosives, but is a consumer product regulated by the U.S. Consumer Product Safety Commission. Although there are currently no federal laws restricting sales of our device in the United States, future federal regulation could adversely affect sales of our device and future products.
     
Federal regulation of international sales: It is anticipated that our device may be controlled as a “crime control” product by the U.S. Department of Commerce, or DOC, for export directly from the United States.  However, we have filed a request with DOC for a EAR99 classification, which is a less regulated category. Consequently, we will be required to obtain an export license from the DOC for the export of our device from the United States, other than to Canada, when and if we commence international sales. Our inability to obtain DOC export licenses on a timely basis for sales of our device to international customers could significantly and adversely affect our business.
     
State and local regulation: Our device may be controlled, restricted or its use prohibited by a number of state and local governments. Other jurisdictions may ban or restrict the sale of our device and our sales may be significantly affected by additional state, county and city governmental regulation.
     
Foreign regulation: Certain foreign jurisdictions prohibit the sale of conducted energy devices, which may include a product such as our device, limiting some of our international sales opportunities.

Environmental laws and regulations subject us to a number of risks and could result in significant liabilities and costs.
     
We may be subject to various state, federal and international laws and regulations governing the environment, including restricting the presence of certain substances in electronic products and making producers of those products financially responsible for the collection, treatment, recycling and disposal of those products. Environmental legislation within the European Union (EU) may increase our cost of doing business internationally and impact our revenues from EU countries as we comply with and implement these requirements.
     
The EU has published Directives on the restriction of certain hazardous substances in electronic and electrical equipment (the RoHS Directive) which became effective in July 2006, and on electronic and electrical waste management (the WEEE Directive). The RoHS Directive restricts the use of a number of substances, including lead. The WEEE Directive directs members of the European Union to enact laws, regulations, and administrative provisions to ensure that producers of electric and electronic equipment are financially responsible for the collection, recycling, treatment and environmentally responsible disposal of certain products sold into the market after August 15, 2005 and from products in use prior to that date that are being replaced. In addition, similar environmental legislation has been or may be enacted in other jurisdictions, including the U.S. (under federal and state laws) and other countries, the cumulative impact of which could be significant.
     
We intend to monitor the impact of specific registration and compliance activities required by the RoHS and WEEE Directives. We endeavor to comply with applicable environmental laws, yet compliance with such laws could increase our operations and product costs; increase the complexities of product design, procurement, and manufacturing; limit our ability to manage excess and obsolete non-compliant inventory; limit our sales activities; and impact our future financial results. Any violation of these laws can subject us to significant liability, including fines, penalties, and prohibiting sales of our products into one or more states or countries, and result in a material adverse effect on our financial condition.
 
 
10


If we are unable to protect our intellectual property, we may lose a competitive advantage or incur substantial litigation costs to protect our rights.
     
Our future success depends upon our proprietary technology. Our protective measures, including a patent and trade secret protection, may prove inadequate to protect our proprietary rights. The right to stop others from misusing our trademarks and service marks in commerce depends to some extent on our ability to show evidence of enforcement of our rights against such misuse in commerce. Our efforts to stop improper use, if insufficient, may lead to loss of trademark and service mark rights, brand loyalty and notoriety among our customers and prospective customers. The scope of any patent to which we have or may obtain rights may not prevent others from developing and selling competing products. The validity and breadth of claims covered in technology patents involve complex legal and factual questions, and the resolution of such claims may be highly uncertain, lengthy and expensive. In addition, our patents may be held invalid upon challenge, or others may claim rights in or ownership of our patent.      

We may be subject to intellectual property infringement claims, which could cause us to incur litigation costs and divert management attention from our business.

                Any intellectual property infringement claims against us, with or without merit, could be costly and time-consuming to defend and divert our management’s attention from our business. If our products were found to infringe a third party’s proprietary rights, we could be required to enter into costly royalty or licensing agreements in order to be able to sell our products. Royalty and licensing agreements, if required, may not be available on terms acceptable to us or at all.

Our efforts to avoid the patent, trademark, and copyright rights of others may not provide notice to us of potential infringements in time to avoid investing in product development and promotion that must later be abandoned if suitable license terms cannot be reached.
     
There is no guarantee that our use of conventional technology searching and brand clearance searching will identify all potential rights holders. Rights holders may demand payment for past infringements and/or force us to accept costly license terms or discontinue use of protected technology and/or works of authorship that may include for example photos, videos, and software.

Defects in our products could reduce demand for our products and result in a loss of sales, delay in market acceptance and injury to our reputation.

Complex components and assemblies used in our products may contain undetected defects that are subsequently discovered at any point in the life of the product. Defects in our products may result in a loss of sales, delay in market acceptance and injury to our reputation and increased warranty costs.

To the extent demand for our products increase, our future success will be dependent upon our ability to ramp manufacturing production capacity.

We intend to begin marketing a new self-defense device. To the extent demand for that product, or other products we may develop, increases significantly in future periods, one of our key challenges will be to ramp up production capacity to meet sales demand, while maintaining product quality. We plan to use a contract manufacturer for all of our products. Our inability to meet any future increase in sales demand, access capital for inventory, may hinder growth or increase dilution.

Component shortages could result in our inability to produce volume to adequately meet customer demand. This could result in a loss of sales, delay in deliveries and injury to our reputation.
     
Single source components used in the manufacture of our products may become unavailable or discontinued. Delays caused by industry allocations, or obsolescence may take weeks or months to resolve. In some cases, parts obsolescence may require a product re-design to ensure quality replacement components. These delays could cause significant delays in manufacturing and loss of sales, leading to adverse effects significantly impacting our financial condition or results of operations.

Our dependence on foreign suppliers for key components of our products could delay shipment of our finished products and reduce our sales.
     
We anticipate depending on foreign suppliers for the delivery of certain components used in the assembly of our products. Due to changes imposed for imports of foreign products into the United States, as well as potential port closures and delays created by terrorist threats, public health issues or national disasters, we may be exposed to risk of delays caused by freight carriers or customs clearance issues for our imported parts. Delays caused by our inability to obtain components for assembly could have a material adverse effect on our revenues, profitability and financial condition.
 
 
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We may experience a decline in gross margins due to rising raw material and transportation costs associated with a future increase in petroleum based product prices.
     
A significant number of our raw materials are comprised of petroleum based products, or incur some form of landed cost associated with transporting the raw materials or components to our facility. A significant rise in commodity prices could adversely impact our ability to sustain current gross margins, by increasing component pricing.
 
We face risks associated with rapid technological change and new competing products.
     
The technology associated with non-lethal devices is receiving significant attention and is rapidly evolving. While we anticipate having patent protection in key areas of our technology, it is possible that new non-lethal technology may result in competing products that operate outside our patent and could present significant competition for our products.

We may acquire assets or other businesses in the future.
 
We may consider acquisitions of assets or other business. Any acquisition involves a number of risks that could fail to meet our expectations and adversely affect our profitability. For example:
 
 
The acquired assets or business may not achieve expected results;

 
We may incur substantial, unanticipated costs, delays or other operational or financial problems when integrating the acquired assets;

 
We may not be able to retain key personnel of an acquired business;

 
Our management’s attention may be diverted; or

 
Our management may not be able to manage the acquired assets or combined entity effectively or to make acquisitions and grow our business internally at the same time.
 
If these problems arise we may not realize the expected benefits of an acquisition.
 
Risks Relating to Our Common Stock

There is a limited trading market for our shares of common stock on the OTCQB and OTC:BB.  You may not be able to sell your shares of common stock if you need money.

Our common stock is traded on the OTCQB and OTC:BB, inter-dealer automated quotation systems for equity securities.  There has been limited trading activity in our common stock, and when it has traded, the price has fluctuated widely.  We consider our common stock to be “thinly traded” and any last reported sale prices might not be a true market-based valuation of the common stock.  Stockholders may experience difficulty selling their shares if they choose to do so because of the illiquid market and limited public float for our common stock.

Any substantial issuance of shares of common stock pursuant to our outstanding warrants could result in dilution to existing stockholders and could cause the market price of these securities to decline.

As of December 31, 2012, we had warrants outstanding for the issuance of 1,432,500 shares of Common Stock at prices ranging from $0.25 to $0.75 per share.  Future material issuances of our securities may reduce earnings per share and dilute the percentage ownership of existing stockholders, which could harm the market price and value of our securities.

Because our common stock is deemed a low-priced “Penny” stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.
 
Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act of 1934, as amended, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:

 
·  
Deliver to the customer, and obtain a written receipt for, a disclosure document;
 
·  
Disclose certain price information about the stock;
 
·  
Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;
 
·  
Send monthly statements to customers with market and price information about the penny stock; and
 
·  
In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.
 
 
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Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.

FINRA sales practice requirements may limit a stockholder's ability to buy and sell our stock.
 
In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
 
Because we were formerly a voluntarily filer under federal securities laws and were a former “shell” company, our stockholders do not currently have the ability to rely upon Rule 144 of the Act for the public sale of our securities.

On February 7, 2013, we filed a Registration Statement on Form 8-A, as amended (the “Form 8-A”) to register our Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Before this filing we were a voluntarily reporter under the Act and before November 2010 were considered a “shell” company. Therefore, our stockholders have been unable to rely on Rule 144 of the Act for the public sale of our securities. Our stockholders will be able to rely on Rule 144 of the Act following the 90th day from filing of the Form 8-A.

If we fail to remain current on our reporting requirements, we could be removed from the OTC:BB, which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Companies trading on the OTC:BB, such as us, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC:BB. More specifically, FINRA has enacted Rule 6530, which determines eligibility of issuers quoted on the OTC:BB by requiring an issuer to be current in its filings with the Commission. Pursuant to Rule 6530(e), if we file our reports late with the Commission three times in a two-year period our securities would be removed from the OTC:BB for failure to timely file twice in a two-year period and we would be ineligible for quotation on the OTC:BB. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.  Through the quarter ended December 31, 2012, we have not been late in any of our reports to the Commission subject to Rule 6530 compliance.

Transfers of our securities may be restricted by virtue of state securities “blue sky” laws that prohibit trading absent compliance with individual state laws.  These restrictions may make it difficult or impossible to sell shares in those states.

Transfers of our common stock may be restricted under the securities or securities regulation laws promulgated by various states and foreign jurisdictions, commonly referred to as “blue sky” laws.  Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions.  Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities.  These restrictions may prohibit the secondary trading of our common stock.  Investors should consider the secondary market for our securities to be a limited one.

Our officers and directors collectively own a substantial portion of our outstanding common stock, and as long as they do, they may be able to control the outcome of stockholder voting.

Our officers and directors are collectively the beneficial owners of approximately 30% of the outstanding shares of our common stock.  As long as our officers and directors collectively own a significant percentage of our common stock, our other stockholders may generally be unable to affect or change the management or the direction of our company without the support of our officers and directors.  As a result, some investors may be unwilling to purchase our common stock.  If the demand for our common stock is reduced because our officers and directors have significant influence over our company, the price of our common stock could be materially depressed.  The officers and directors will be able to exert significant influence over the outcome of all corporate actions requiring stockholder approval, including the election of directors, amendments to our articles of incorporation and approval of significant corporate transactions.
 
 
13

 
We have the ability to issue additional shares of our common stock and shares of preferred stock without obtaining stockholder approval, which could cause your investment to be diluted.

Our Articles of incorporation authorizes the Board of Directors to issue up to 100,000,000 shares of common stock and up to 10,000,000 shares of preferred stock.  The power of the Board of Directors to issue shares of common stock, preferred stock or warrants or options to purchase shares of common stock or preferred stock is generally not subject to stockholder approval.  Accordingly, any additional issuance of our common stock, or preferred stock that may be convertible into common stock, may have the effect of diluting your investment.

We do not expect to pay dividends for the foreseeable future.

For the foreseeable future, it is anticipated that earnings, if any, that may be generated from our operations will be used to finance our operations and that cash dividends will not be paid to holders of common stock.

Future sales of our common stock may result in a decrease in the market price of our common stock, even if our business is doing well.

The market price of our common stock, when and if established, could drop due to sales of a large number of shares of our common stock in the market after the offering or the perception that such sales could occur. This could make it more difficult to raise funds through future offerings of common stock.
 
Our articles of incorporation and bylaws contain provisions that could discourage an acquisition or change of control of us.
 
Our articles of incorporation authorize our board of directors to issue preferred stock and common stock without stockholder approval. If our board of directors elects to issue preferred stock, it could be more difficult for a third party to acquire control of us. In addition, provisions of the articles of incorporation and bylaws could also make it more difficult for a third party to acquire control of us.
 
There are limitations in connection with the availability of quotes and order information on the OTC:BB.

Trades and quotations on the OTC:BB involve a manual process and the market information for such securities cannot be guaranteed. In addition, quote information, or even firm quotes, may not be available.  The manual execution process may delay order processing and intervening price fluctuations may result in the failure of a limit order to execute or the execution of a market order at a significantly different price.  Execution of trades, execution reporting and the delivery of legal trade confirmation may be delayed significantly.  Consequently, one may not be able to sell shares of our common stock at the optimum trading prices.
 
There are delays in order communication on the OTC:BB.

Electronic processing of orders is not available for securities traded on the OTC:BB and high order volume and communication risks may prevent or delay the execution of one’s OTC:BB trading orders. This lack of automated order processing may affect the timeliness of order execution reporting and the availability of firm quotes for shares of our common stock. Heavy market volume may lead to a delay in the processing of OTC:BB security orders for shares of our common stock, due to the manual nature of the market. Consequently, one may not able to sell shares of our common stock at the optimum trading prices.

There is a risk of market fraud on the OTC:BB.

OTC:BB securities are frequent targets of fraud or market manipulation. Not only because of their generally low price, but also because the OTC:BB reporting requirements for these securities are less stringent than for listed or NASDAQ traded securities, and no exchange requirements are imposed. Dealers may dominate the market and set prices that are not based on competitive forces. Individuals or groups may create fraudulent markets and control the sudden, sharp increase of price and trading volume and the equally sudden collapse of the market price for shares of our common stock.

There is a limitation in connection with the editing and canceling of orders on the OTC:BB.

Orders for OTC:BB securities may be canceled or edited like orders for other securities. All requests to change or cancel an order must be submitted to, received and processed by the OTC:BB. Due to the manual order processing involved in handling OTC:BB trades, order processing and reporting may be delayed, and one may not be able to cancel or edit one’s order. Consequently, one may not able to sell their shares of our common stock at the optimum trading prices.
 
 
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Increased dealer compensation could adversely affect our stock price.

The dealer’s spread (the difference between the bid and ask prices) may be large and may result in substantial losses to the seller  of shares of our common stock may incur an immediate “paper” loss due to the price spread.  Moreover, dealers trading on the OTC:BB may not have a bid price for shares of our common stock on the OTC:BB.  Due to the foregoing, demand for shares of our common stock on the OTC:BB may be decreased or eliminated.

Additional Risks and Uncertainties

If any of the risks that we face actually occur, irrespective of whether those risks are described in this section or elsewhere in this report, our business, financial condition and operating results could be materially adversely affected.
 
Item 1B. Unresolved Staff Comments.
 
Not applicable.
 
Item 2. Properties.
 
Effective February 1, 2012 we relocated our principal executive office to 15230 N. 75th Street, Suite 1002, Scottsdale, AZ  85260. We have leased approximately 1,789 sq.ft. of general office space for a period of two years with rent of approximately $2,000 per month. Prior to the relocation, we maintained a 260 sq.ft. executive office at 11006 Parallel Parkway, Suite 200, Kansas City, Kansas  66109, with monthly rent of $250. Additionally, Mr. Cochennet, our CEO/President, occasionally will utilize his home to conduct business on our behalf.  Mr. Cochennet does not receive any remuneration for the use of his home. We do not believe that we will need to obtain additional office space at any time in the foreseeable future until our business plan is more fully implemented.

Item 3. Legal Proceedings.

We may become involved in various routine legal proceedings incidental to our business. However, to our knowledge as of the date of this report, there are no material pending legal proceedings to which we are a party or to which any of our property is subject.
 
Item 4. Mine Safety Disclosures.
 
None. 
 
 
15

 
PART II
 
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
 
(a) Market Information

Our common stock was approved for quotation on the Over-the-Counter Bulletin Board and OTCQB systems under the symbol “GRDH” on August 8, 2011.

Our common stock has traded infrequently on the OTC:BB and OTCQB, which limits our ability to locate accurate high and low bid prices for each quarter since the common stock began trading. Therefore, the following table lists the available quotations for the high and low bid prices for the fiscal 2012.  The quotations reflect inter-dealer prices without retail mark-up, markdown, or commissions and may not represent actual transactions.

   
2012
 
   
High
   
Low
 
1st Quarter
  $ 0.50     $ 0.20  
2nd Quarter
  $ 0.65     $ 0.15  
3rd Quarter
  $ 0.55     $ 0.25  
4th Quarter
  $ 0.50     $ 0.10  

On March 19, 2013, the closing price of shares of common stock of the Company was $0.46.  However, the Company considers its common stock to be thinly traded and, as a result, any reported sales prices may not be a true market-based valuation of the common stock.

(b) Holders of Common Stock

As of March 20, 2012, there were approximately 168 holders of record of our Common Stock and 32,229,508 shares outstanding, which does not include 893,494 shares authorized but unissued.

(c) Dividends

In the future we intend to follow a policy of retaining earnings, if any, to finance the growth of the business and do not anticipate paying any cash dividends in the foreseeable future. The declaration and payment of future dividends on the Common Stock will be the sole discretion of board of directors and will depend on our profitability and financial condition, capital requirements, statutory and contractual restrictions, future prospects and other factors deemed relevant.
 
(d) Securities Authorized for Issuance under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

On August 15, 2012, C. Stephen Cochennet, our chief executive officer and chairman, converted a $25,000 promissory note and $1,698.63 of related accrued interest into 133,494 shares of common stock. Our board of directors authorized the issuance of the 133,494 shares on March 3, 2013. These shares were issued in March of 2013.
 
Subsequent Issuance After Year-End

On March 4, 2013, we sold 10,000 shares of restricted common stock for $4,000 to a consultant. These shares were issued in March of 2013.
 
On March 19, 2013, we conducted the first closing under a private placement offering selling 750,000 units for $300,000 to three accredited investors. Each unit consists of one share of common stock, one three year warrant to purchase one share of common stock for $0.55 per share and one five year warrant to purchase one share of common stock for $0.75 per share.  As of the date of this report the shares had not been issued. In connection with the sale of these units, we paid Finance 500, Inc., a registered broker/dealer and managing dealer for the offering, selling commissions in the amount of $39,000 and are obligated to issue 112,500 warrants to Finance 500. Each warrant will entitle Finance 500, or its assignees, to purchase one share of our common stock at $0.40 per share for ten years.
 
 
16


All of the above-described issuances were exempt from registration pursuant to Section 4(2) and/or Regulation D, Rule 506 of the Securities Act as transactions not involving a public offering. With respect to each transaction listed above, no general solicitation was made by either the Company or any person acting on its behalf. All such securities issued pursuant to such exemptions are restricted securities as defined in Rule 144(a)(3) promulgated under the Securities Act, appropriate legends have been placed on the documents evidencing the securities, and may not be offered or sold absent registration or pursuant to an exemption therefrom.
 
Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the year ended December 31, 2012.
 
Item 6. Selected Financial Data.
 
Not applicable.
 
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this report.

Overview

We were incorporated in Nevada on June 8, 2009 as Guardian 6 Corporation.  In August of 2009, we changed our name to Guardian 8 Corporation.  Our principle offices are located in Scottsdale, Arizona.  We are in the process of developing a personal security device that incorporates countermeasures to help defend against personal attack.

Effective November 30, 2010 we merged with Global Risk Management & Investigative Solutions (“Global Risk”), a public company, with its common stock registered with the United States Securities and Exchange Commission under section 12g.  We merged into a newly formed wholly owned subsidiary of Global Risk, with Guardian 8 Corporation being the surviving corporation.  Post merger, Global Risk changed its name to Guardian 8 Holdings.

For the years ended December 31, 2012 and 2011, the Company was consolidated with its wholly-owned subsidiary, Guardian 8 Corporation.  All material intercompany transactions and accounts have been eliminated.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. In consultation with our Board of Directors, we have identified several accounting principles that we believe are key to the understanding of our financial statements. These important accounting policies require management’s most difficult, subjective judgments.

Development Stage Enterprise

We are a development stage enterprise, as defined in ASC 915, “Development Stage Entities.”

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Net Loss Per Share

We adopted ASC 260, “Earnings Per Share” that requires the reporting of both basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In accordance with ASC 260, any anti-dilutive effects on net income (loss) per share are excluded.
 
 
17


Going Concern

Our financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Our ability to continue as a going concern is dependent upon our ability to locate sources of capital, and attain future profitable operations. Our management is currently initiating their business plan. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

Revenue Recognition

It is the Company’s policy that revenues will be recognized in accordance with ASC 605-10, “Revenue Recognition”.  The company will therefore recognize revenue from sales of product upon delivery to its customers where the amount is fixed or determinable, and collectability is probable. Cash payments received in advance will be recorded as deferred revenue.   Extended warranties will be recorded as deferred revenue and amortized according to the number of months included in service.  There were no revenues for the years ended December 31, 2012 and 2011 or from June 8, 2009 (inception) through December 31, 2012.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2012 and 2011. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts payable and amounts due to related party.  Fair values were assumed to approximate carrying values because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Income Taxes

The Company follows ASC subtopic 740-10, “Accounting for Income Taxes”) for recording the provision for income taxes.  ASC 740-10 requires the use of the asset and liability method of accounting for income taxes.  Under the asset and liability method, deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled.  Deferred income tax expenses or benefits are based on the changes in the asset or liability each period.  If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized.  Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Recent Developments
 
We completed the initial design of the first product under development in 2011. We tested these prototypes through a number of different venues and collected feedback and input on suggested design changes. As a result we have elected to incorporate a significant number of upgrades, enhancements and make modifications to the initial design to improve reliability, durability and manufacturing efficiencies. We introduced the new design in the first quarter of 2012 and project to have product to market in the second quarter of 2013.

In March of 2012, we announced a new upgraded model called the ProV2. This model was developed in response to professional security guards seeking a robust design as well as highly functional tool for their duty belt. The ProV2 will also be available to security conscious industries where staff safety is an ongoing priority.

In addition, in March of 2012 we filed with the Depository Trust Company (DTC) for electronic clearing of our common stock, with the assistance of C. K. Cooper & Company and Legent Clearing. We received DTC approval for electronic clearing on May 7, 2012. Along these same lines, our board of directors intends to file a registration statement on Form S-1 to register 100% of the shares held by stockholders of record upon completion of our 2013 common stock raise. This is intended to make it easier and more efficient for our stockholders to trade our shares and brokerage firms to accept the shares for deposit.

On April 20, 2012, we appointed Kathleen Hanrahan, a current member of our board of directors, to serve as our interim chief financial officer. In addition, in anticipation of structuring the company for an exchange listing, our board of directors designated two new board committees, (i) an audit committee, and (ii) a governance, compensation and nominating committee.

During the year ended December 31, 2012, a total of $669,500 of notes payable and $23,648 of related accrued interest was converted into 3,241,184 shares of common stock.

During the year ended December 31, 2012, we agreed to sell 505,000 shares of common stock for $202,000.
 
 
18

 
During the year ended December 31, 2012, the Company entered into two employment contracts, both for three years, whereas if the Company meets certain goals and criteria in the respective time periods, shares of its common stock will be issued to these employees.

Additionally, we received $61,750 from the exercise of 247,000 warrants.

Results of Operations for Guardian 8 Corporation for the years ended December 31, 2012 and 2011.

   
Year Ended December 31, 2012
   
Year Ended December 31, 2011
   
Increase/
Decrease
 
                   
Revenues
  $ -     $ -     $ -  
Operating Expenses
    1,487,827       477,410       1,010,417  
                         
Net (loss) from operations
    (1,487,827 )     (477,410 )     (1,010,417 )
Interest expense
    (280,623 )     (15,270 )     263,353  
                         
Net (loss)
  $ (1,768,450 )   $ (492,680 )   $ (1,275,770 )
                         
Net (loss) per share
  $ (0.06 )   $ (0.02 )   $ (0.04 )
Weighted average shares outstanding
    28,482,977       27,029,330          

We generated net losses of $1,768,450 and $492,680 for the years ended December 31, 2012 and 2011, respectively. Our losses were generated from general and administrative expenses; however, did include research and development costs related to our ProV2 device of $480,150 and $35,793 for the years ended December 31, 2012 and 2011, respectively.

We anticipate continued losses from operations until such time as we generate revenues through the sale of our device.

Satisfaction of our cash obligations for the next 12 months.

Since inception, we have financed cash flow requirements through the issuance of common stock for cash and services, as well as both convertible and non-convertible term notes. In June of 2009 through December 31, 2012, we raised $1,267,500 through the sale of our common stock, $61,750 from the exercise of 247,000 warrants in conjunction with notes payable, and an additional $879,500 through the issuance of notes payable.  As of December 31, 2012, our cash balance was $41,855. Our plan for satisfying our cash requirements for the next twelve months is through the funds from additional offerings of our common stock, sales of additional convertible notes and third party financings. We anticipate potential sales-generated income in the second quarter of 2013, but may not generate sufficient amounts of revenues to meet our working capital requirements. Consequently, we intend to make appropriate plans to ensure sources of additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities.

As we continue to expand operational activities, we may continue to experience net negative cash flows from operations, pending receipt of revenues from our product sales, and will be required to obtain additional financing to fund operations through common stock offerings and debt borrowings, giving consideration to loans and working diligently to move sales ahead to the extent necessary to provide working capital.
 
We anticipate incurring operating losses over the majority of the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks we must, among other things, implement and successfully execute our business and marketing strategy, continue to develop and upgrade technology and products, respond to competitive developments, and continue to attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.
 
As a result of our cash requirements and our lack of revenues, we anticipate continuing to issue stock in exchange for loans and/or equity financing, which may have a substantial dilutive impact on our existing stockholders.

Summary of any product research and development that we will perform for the term of our plan of operation.

We expense all costs of research and development as incurred. There are research and development costs included in other general and administrative expenses of $480,150 and $35,793 for the years ended December 31, 2012 and 2011, respectively. We anticipate expending up to $500,000 on additional significant product research and development for our consumer device.
 
 
19


Significant changes in the number of employees.

We are a development stage company and currently have only four full-time employees; our CEO/president, C. Stephen Cochennet, and three for Guardian 8 Corporation, Paul Hughes, Chief Operating Officer, Jose Rojas, Vice President of Customer Service, and Daniel Silva, Lead Engineer. We also have engaged an interim CFO, Kathleen Hanrahan, on a part-time basis. We utilize the services of several contract personnel, engineers and other professionals on an as needed basis. We are currently managed by C. Stephen Cochennet, Kathleen Hanrahan and Paul Hughes with the assistance of our board of directors. We look to Mr. Cochennet, Ms. Hanrahan and Mr. Hughes for entrepreneurial, organizational and management skills. We have entered into employment agreements with Mr. Cochennet, Ms. Hanrahan and the three employees of Guardian 8 Corporation. We plan to continue to use consultants, legal and patent attorneys, design and mechanical engineers, engineers and accountants as necessary. We may hire marketing employees based on the projected size of the market and the compensation necessary to retain qualified sales employees. A portion of any employee compensation likely would include direct stock grants, or the right to acquire stock in the company, which would dilute the ownership interest of holders of existing shares of our common stock.

Expected purchase or sale of plant and significant equipment.

We anticipate investing significant resources in the purchase of a plant and equipment in the near future; as we will begin to scale production operations throughout 2013.

Liquidity and Capital Resources

Working capital is summarized and compared as follows:

   
December 31, 2012
   
December 31, 2011
 
             
Current assets
  $ 125,363     $ 260,035  
Current liabilities
    284,075       313,325  
    $ (158,712 )   $ (53,290 )

Changes in cash flows are summarized as follows:

We had a net loss of $1,768,450 for the year ended December 31, 2012.  This loss was offset by non-cash items such as stock issued for services of $152,025, stock issued for compensation of $409,000, depreciation and amortization of $9,897, and the amortization of a discount on notes payable of $257,747.  We had cash used by the increase in prepaid expenses of $19,367, and cash provided by the increase in accounts payable and accrued expenses of $47,198 and the increase in accrued interest of $22,876.

We had cash used by investing activities of $91,215 for the year ended December 31, 2012 due to the purchase of property and equipment.

We had cash provided by financing activities of $826,250 for the year ended December 31, 2012.  This included proceeds from the sale of common stock of $202,000, proceeds from warrants exercised of $61,750, and proceeds from notes payable to related parties of $562,500.

We had a net loss of $492,680 for the year ended December 31, 2011.  This included non-cash items such as stock issued for services of $62,500, stock issued for compensation of $90,000, depreciation and amortization of $3,120 and the amortization of discounts on notes payable of $12,460.  We had cash used by an increase in prepaid expenses of $54,142, and by a decrease in accounts payable and accrued expenses of $2,570.  We had cash provided by an increase in accrued interest of $2,810.

We had cash used by investing activities of $23,433 for the year ended December 31, 2011, due to the purchase of the Company’s website.

We had cash provided by financing activities of $307,000 for the year ended December 31, 2011 due to proceeds from notes payable to related parties.

As a result, we are in immediate need for additional working capital and are forced to seek additional equity or debt financing to meet our ongoing working capital needs. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending receipt of revenues from product sales. Additionally we anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing through either convertible or non-convertible notes payable, to the extent necessary to augment our working capital. We are also evaluating sources of inventory financing that may be available once orders for our product are received.
 
 
20


Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors. 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
 
Not applicable.
 
Item 8. Financial Statements and Supplementary Data.
 
Management Responsibility for Financial Information

We are responsible for the preparation, integrity and fair presentation of our financial statements and the other information that appears in this annual report on Form 10-K. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States and include estimates based on our best judgment.
 
We maintain a system of internal controls and procedures designed to provide reasonable assurance, at an appropriate cost-benefit relationship, that our financial information is accurate and reliable, our assets are safeguarded and our transactions are executed in accordance with established procedures.

Weaver Martin & Samyn, LLC, an independent registered public accounting firm, is retained to audit our consolidated financial statements. Its accompanying report is based on audits conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States).

Our entire board of directors meets with our management and the independent registered public accounting firm to ensure that each is properly fulfilling its responsibilities. The board of directors oversees our systems of internal control, accounting practices, financial reporting and audits to ensure their quality, integrity and objectivity are sufficient to protect shareholders’ investments.
 
Index to Financial Statements
 
 
Page
F-1
F-2
F-3
F-4
F-5
F-6
 
 
21

 
To the Board of Directors and Stockholders
Guardian 8 Holdings
Scottsdale, Arizona

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the consolidated balance sheet of Guardian 8 Holdings as of December 31, 2012 and 2011 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, and for the period from June 8, 2009 (inception) to December 31, 2012.  Guardian 8 Holdings’ management is responsible for these financial statements.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  Our audit of the financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Guardian 8 Holdings as of December 31, 2012 and 2011 and the results of its consolidated operations, stockholders’ equity, and cash flows for the years then ended and the period from June 8, 2009 (inception) to December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered losses from operations and has experienced no revenues to date.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Weaver Martin & Samyn, LLC
Kansas City, Missouri
March 27, 2013

 
F-1

 
Guardian 8 Holdings
(A Development Stage Company)
Consolidated Balance Sheets

   
December 31,
 
   
2012
   
2011
 
             
Assets:
           
Current assets:
           
Cash
 
$
41,855
   
$
195,894
 
Prepaid expenses
   
83,508
     
64,141
 
     Total current assets
   
125,363
     
260,035
 
                 
Property and equipment, net of accumulated depreciation of $918 and $0
 as of December 31, 2012 and 2011
   
90,297
     
-
 
                 
Website, net of accumulated amortization of $10,415 and $2,604 as of
 December 31, 2012 and 2011
   
13,019
     
20,830
 
                 
Patent, net of accumulation amortization of $2,502 and $1,333 as of
 December 31, 2012 and 2011
   
7,883
     
9,052
 
                 
          Total assets
 
$
236,562
   
$
289,917
 
                 
Liabilities and Stockholders’ Equity:
               
Current liabilities:
               
Accounts payable and accrued expenses
 
$
82,037
   
$
34,840
 
Accrued interest
   
2,038
     
2,810
 
Notes payable, related party - net of discount of $0  and $31,325 as of
 December 31, 2012 and 2011, respectively
   
200,000
     
275,675
 
     Total current liabilities
   
284,075
     
313,325
 
                 
Commitments and contingencies:
               
Shareholders’ equity:
               
Preferred stock, $0.001 par value, 10,000,000 shares
  Authorized; none issued and outstanding
   
-
     
-
 
Common stock, $0.001 par value, 100,000,000 shares
  authorized; issued and outstanding of 30,874,508 at December
  31, 2012 and 27,412,318 at December 31, 2011
   
30,874
     
27,412
 
Common stock owed but not issued: 1,225,994 and 0 at
 December 31,2012 and December 31, 2011
   
1,226
     
-
 
Paid in Capital
   
3,299,780
     
1,560,123
 
Deficit accumulated during development stage
   
(3,379,393
)
   
(1,610,943
)
     Total shareholder’s equity
   
(47,513
)
   
(23,408
)
                 
          Total liabilities and shareholders’ equity
 
$
236,562
   
$
289,917
 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-2

 
Guardian 8 Holdings
(A Development Stage Company)
Consolidated Statements of Operations
 
               
For the period
 
   
For the Years Ended
   
From June 8, 2009
 
       
(inception) to
 
   
December 31, 2012
   
December 31, 2011
   
December 31, 2012
 
                   
Revenue
 
$
-
   
$
-
   
$
-
 
                         
Cost of sales
   
-
     
-
     
-
 
                         
Gross profit
   
-
     
-
     
-
 
                         
Operating expenses
                       
 Depreciation and amortization
   
9,897
     
3,120
     
13,834
 
 General and administrative expenses
   
1,477,930
     
474,290
     
2,765,051
 
Total operating expenses
   
1,487,827
     
477,410
     
2,778,885
 
                         
Loss from operations
   
(1,487,827
)
   
(477,410
)
   
(2,778,885
)
                         
Other income (expense):
                       
   Interest expense
   
(280,623
)
   
(15,270
)
   
(295,893
)
                         
Loss before income tax
   
(1,768,450
)
   
(492,680
)
   
(3,074,778
)
                         
Provision for income tax expense
   
-
     
-
     
-
 
                         
Net (loss)
 
$
(1,768,450
)
 
$
(492,680
)
 
$
(3,074,778
)
                         
Net loss per share - basic and diluted
   
(0.06
)
   
(0.02
)
       
                         
Weighted average shares outstanding
   
28,482,977
     
27,029,330
         

The accompanying notes are an integral part of these financial statements. 
 
 
F-3

 
Guardian 8 Holdings
(A Development Stage Company)
Consolidated Statement of Shareholder’s Equity
For the period of June 8, 2009 (inception) to December 31, 2012
 
                       Deficit        
                        Accumulated        
           Common Stock           During        
   
Common Stock
    Owed but Not Issued     Paid in     Development     Total  
   
Shares
   
Amount
    Shares    
Amount
   
Capital
   
Stage
   
 Equity
 
Balance, June 8, 2009 (inception)
   
-
   
$
-
     
-
   
$
-
   
$
-
   
$
-
   
$
-
 
Acquisition of patent
   
15,000,000
     
15,000
     
-
     
-
     
-
     
(304,615
)
   
(289,615
)
Stock sold @ $0.025
   
4,000,000
     
4,000
     
-
     
-
     
96,000
     
-
     
100,000
 
Stock issued for services @ $0.025
   
2,150,000
     
2,150
     
-
     
-
     
51,600
     
-
     
53,750
 
Stock issued for services @ $0.25
   
100,000
     
100
     
-
     
-
     
24,900
     
-
     
25,000
 
Net loss for the year
   
-
     
-
     
-
     
-
     
-
     
(229,705
)
   
(229,705
)
Balance, December 31, 2009
   
21,250,000
   
$
21,250
     
-
     
-
   
$
172,500
   
$
(534,320
)
 
$
(340,570
)
                                                         
Stock issued for services @ $0.25
   
210,000
     
210
     
-
     
-
     
52,290
     
-
     
52,500
 
Stock issued for debt @ $0.25
   
463,000
     
463
     
-
     
-
     
115,287
     
-
     
115,750
 
Stock sold for @ $0.25
   
3,862,000
     
3,862
     
-
     
-
     
961,638
     
-
     
965,500
 
Stock issued to directors @ $0.25
   
255,000
     
255
     
-
     
-
     
63,495
     
-
     
63,750
 
Stock cancelled
   
(500,000
)
   
(500
)
   
-
     
-
     
500
     
-
     
-
 
Merger shares
   
1,262,318
     
1,262
     
-
     
-
     
(1,262
)
   
-
     
-
 
Net loss for the year
   
-
     
-
     
-
     
-
     
-
     
(583,943
)
   
(583,943
)
Balance, December 31, 2010
   
26,802,318
   
$
26,802
     
-
     
-
   
$
1,364,448
   
$
(1,118,263
)
 
$
272,987
 
                                                         
Stock issued for board compensation @ $0.25
   
360,000
     
360
     
-
     
-
     
89,640
     
-
     
90,000
 
Stock issued for services @ $0.25
   
250,000
     
250
     
-
     
-
     
62,250
     
-
     
62,500
 
Discounts on notes payable
   
-
     
-
     
-
     
-
     
43,785
     
-
     
43,785
 
Net loss for the year
   
-
     
-
     
-
     
-
     
-
     
(492,680
)
   
(492,680
)
Balance, December 31, 2011
   
27,412,318
   
$
27,412
     
-
     
-
   
$
1,560,123
   
$
(1,610,943
)
 
$
(23,408
)
                                                         
Common stock issued for compensation
   
330,000
     
330
     
800,000
     
800
     
407,870
     
-
     
409,000
 
Common stock issued for services
   
145,000
     
145
     
180,000
     
180
     
151,700
     
-
     
152,025
 
Common stock sold for cash
   
392,500
     
393
     
112,500
     
113
     
201,494
     
-
     
202,000
 
Exercise of warrants into common stock
   
247,000
     
247
     
-
     
-
     
61,503
     
-
     
61,750
 
Discounts on notes payable
   
-
     
-
     
-
     
-
     
226,422
     
-
     
226,422
 
Conversion of notes payable and interest
  into common stock
   
3,107,690
     
3,107
     
 
133,494
     
 
133
     
689,908
     
-
     
693,148
 
Common stock cancelled
   
(760,000
)
   
(760
)
   
-
     
-
     
760
     
-
     
-
 
Net loss for year
   
-
     
-
     
-
     
-
     
-
     
(1,768,450
)
   
(1,768,450
)
Balance, December 31, 2012
   
30,874,508
   
$
30,874
     
1,225,994
   
$
1,226
   
$
3,299,780
   
$
(3,379,393
)
 
$
(47,513
)
 
The accompanying notes are an integral part of these financial statements.
 
 
F-4

 
Guardian 8 Holdings
(A Development Stage Company)
Consolidated Statement of Cash Flows
 
               
For the period from
 
   
For the Years
ended
   
June 8, 2009
(inception) to
 
   
December 31, 2012
   
December 31, 2011
   
December 31, 2012
 
Operating activities:
                 
Net (loss)
 
$
(1,768,450
)
 
$
(492,680
)
 
$
(3,074,778
)
Adjustments to reconcile net loss to cash flows
 from operating activities:
                       
   Stock issued for services
   
152,025
     
62,500
     
345,775
 
   Stock issued for compensation
   
409,000
     
90,000
     
562,750
 
   Depreciation and amortization
   
9,897
     
3,120
     
13,834
 
   Amortization of discounts on note payable
   
257,747
     
12,460
     
270,207
 
Change in assets and liabilities-
                       
   Prepaid expenses
   
(19,367
)
   
(54,142
)
   
(83,508
)
   Accounts payable
   
47,198
     
(2,570
)
   
82,037
 
   Accrued interest
   
22,876
     
2,810
     
25,686
 
   Due to related party
   
-
     
-
     
(184,250
)
   Cash provided by operating activities
   
(889,074
)
   
(378,502
)
   
(2,042,247
)
                         
Investing activities:
                       
   Purchase of property and equipment
   
(91,215
)
   
-
     
(91,215
)
     Purchase of website
   
-
     
(23,433
)
   
(23,433
)
Cash used in investing activities
   
(91,215
)
   
(23,433
)
   
(114,648
)
                         
Financing activities:
                       
Proceeds from common stock sales
   
202,000
     
-
     
1,267,500
 
Proceeds from warrant exercises
   
61,750
     
-
     
61,750
 
Proceeds from notes payable, related party
   
562,500
     
307,000
     
879,500
 
Payments on notes payable, related party
   
-
     
-
     
(10,000
)
Cash used in financing activities
   
826,250
     
307,000
     
2,198,750
 
                         
Increase in cash
   
(154,039
)
   
(94,935
)
   
41,855
 
Cash, beginning of year
   
195,894
     
290,829
     
-
 
Cash, end of year
 
$
41,855
   
$
195,894
   
$
41,855
 
                         
Supplemental cash flow information:
                       
   Interest paid
 
$
-
   
$
-
     
-
 
   Income taxes paid
 
$
-
   
$
-
     
-
 
                         
   Stock issued for services
 
$
152,025
   
$
62,500
   
$
345,775
 
   Shares issued for services
   
325,000
     
250,000
     
3,035,000
 
                         
   Stock issued for compensation
 
$
409,000
   
$
90,000
   
$
562,750
 
   Shares issued for compensation
   
1,130,000
     
360,000
     
1,745,000
 
                         
   Stock issued for payment on due to related party
 
$
-
   
$
-
   
$
115,750
 
  Shares issued for payment on due to related party
   
-
     
-
     
463,000
 
                         
  Notes payable converted to common stock
 
$
693,148
   
$
-
   
$
693,148
 
  Shares issued for notes payable converted   
   
3,241,184
     
-
     
3,241,184
 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-5

 
Guardian 8 Holdings
(A Development Stage Company)
Notes To Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Guardian 8 Corporation (“the Company”) was incorporated in Nevada on June 8, 2009 as Guardian 6 Corporation.  In August of 2009, the Company changed its name to Guardian 8 Corporation.  The Company’s principle offices are located in Scottsdale, Arizona.  The Company is in the process of developing a personal security device that incorporates countermeasures to help defend against personal attack.

Effective November 30, 2010, the Company merged with Global Risk Management & Investigative Solutions (“Global Risk”), a public company with its common stock registered with the United States Securities and Exchange Commission under Section 12g.  The Company merged into a newly formed wholly owned subsidiary of Global Risk, with the Company being the surviving corporation.  Post merger, Global Risk changed its name to Guardian 8 Holdings.

Principles of Consolidation

For the years ended December 31, 2012 and 2011, the Company was consolidated with its wholly-owned subsidiary, Guardian 8 Corporation.  All material intercompany transactions and accounts have been eliminated.

Development Stage Enterprise

The Company is a development stage enterprise, as defined in ASC 915, “Development Stage Entities.”  The Company’s planned principal operations have not commenced, and no revenue has been derived since the date of inception.

Cash and Cash Equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. Cash and cash equivalents include all cash balances in non-interest bearing accounts and money-market accounts. The Company places its temporary cash investments with quality financial institutions.  At times such investments may be in excess of Federal Deposit Insurance Corporation (FDIC) insurance limit.
 
Revenue Recognition

It is the Company’s policy that revenues will be recognized in accordance with ASC 605-10, “Revenue Recognition”.  The company will therefore recognize revenue from sales of product upon delivery to its customers where the amount is fixed or determinable, and collectability is probable. Cash payments received in advance will be recorded as deferred revenue.   Extended warranties will be recorded as deferred revenue and amortized according to the number of months in service.  There were no revenues for the years ended December 31, 2012 and 2011 or from June 8, 2009 (inception) through December 31, 2012.

Warranty

The Company intends to offer a limited warranty on our device.  After the warranty expires, if the device fails to operate properly for any reason, the Company intends to replace the device either at a discounted price depending on when the device was placed in service or for a flat fee.  These fees are intended to cover the handling and repair costs and include a profit.  Extended warranties which provide additional coverage beyond the limited warranty, ranging from one to four years, are anticipated to be offered for specified fees.

Research and Development Costs

The Company expenses all costs of research and development as incurred. There are research and development costs included in other general and administrative expenses of $480,150 and $35,793 for the years ended December 31, 2012 and 2011, respectively.
 
 
F-6

 
Guardian 8 Holdings
(A Development Stage Company)
Notes To Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

Property and equipment

Property and equipment are stated at cost.  Major improvements are charged to the asset accounts while replacements, maintenance and repairs which do not improve or extend the lives of respective assets are expensed.

The Company depreciates its property and equipment for financial reporting purposes using the straight-line method based on the following useful lives of the assets:
 
  Tooling (will be depreciated once asset is placed in service)     5 years
  Furniture and fixtures 5 years
                                                                                          
Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2012 and 2011. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts payable and amounts due to related party.  Fair values were assumed to approximate carrying values because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.  See Note 9 for further details.

Impairment of Long-Lived Assets

ASC 360, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value.  The Company did not have any impaired assets for years ended December 31, 2012 and 2011 or from June 8, 2009 (inception) through December 31, 2012.

Net Loss Per Share

Loss per share is provided in accordance with ASC 260-10, “Earnings Per Share,” that requires the reporting of both basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In accordance with ASC 260-10, any anti-dilutive effects on net income (loss) per share are excluded.

Income Taxes

The Company follows ASC subtopic 740-10, “Accounting for Income Taxes”) for recording the provision for income taxes.  ASC 740-10 requires the use of the asset and liability method of accounting for income taxes.  Under the asset and liability method, deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled.  Deferred income tax expenses or benefits are based on the changes in the asset or liability each period.  If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized.  Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.  See Note 10 for further details.

 
F-7

 
Guardian 8 Holdings
(A Development Stage Company)
Notes To Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Recent pronouncements

The Company has evaluated all new accounting pronouncements as of the issue date of these financial statements and has determined that none have or will have a material impact on the financial statements or disclosures.
 
NOTE 2 - GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.  We have an accumulated deficit since inception of $3,379,393 as of December 31, 2012 and our current liabilities exceed our current assets by $158,712.
 
The Company’s activities since inception have been financially sustained by issuance of common stock and related party loans. The Company intends to raise additional funding to continue its operations through contributions from the current shareholders and stock issuance to other investors.

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

   
2012
   
2011
 
             
Tooling
  $ 86,210     $ 0  
Furniture and fixtures
    5,005       0  
      91,215       0  
Less accumulated depreciation
    918       0  
                 
    $ 90,297     $ 0  

As of December 31, 2012, the Company has committed to future capital expenditures for tooling of approximately $108,766.  As of December 31, 2012, the tooling was not complete and the commitment has not been recorded as a liability.  $86,210 of the total commitment has been paid as of December 31, 2012 and is recorded as tooling on these financial statements.  No depreciation has been or will be recorded on the tooling asset until it is completed and put into service.  Depreciation and amortization expense were $9,897 and $3,120 for the years ended December 31, 2012 and 2011, respectively.  Amortization is related to the Company’s patent (as discussed in Note 5) and the Company’s website.

NOTE 4 - NOTES PAYABLE

In October of 2011, the Company received $100,000 from a related party to issue a convertible note payable, bearing interest at a rate of 10% per annum, and maturing in April of 2012.  The note was not secured and was convertible into common stock at $0.35 per share which was the market value on the day the note was executed.  With the note, the Company issued 100,000 warrants to purchase common shares of the Company. The warrants have a term of three years and a strike price of $0.35 per share.  The warrants issued with the note were valued using the Black-Scholes option pricing model and bifurcated out of the note proceeds and recorded as additional paid in capital in the amount of $25,172.  A discount on the note payable was recorded in the same amount and is being amortized into interest expense over the six-month life of the note using the interest method.  For the year ended December 31, 2011, $10,926 was amortized into interest expense and the remaining discount was $14,246 as of December 31, 2011.  For the year ended December 31, 2012, an additional $14,246 was amortized into interest expense and the remaining discount was $0 as of December 31, 2012.  In April of 2012, as noted below in Note 6, this note and the related accrued interest were converted into shares of common stock at a rate of $0.35 per share.

 
F-8

 
Guardian 8 Holdings
(A Development Stage Company)
Notes To Consolidated Financial Statements

NOTE 4 - NOTES PAYABLE (CONTINUED)
 
In December of 2011, the Company received $207,000 from various related parties to issue convertible note payables, bearing interest at a rate of 10% per annum, and maturing in June of 2012.  The notes were not secured and were convertible into common stock at $0.20 per share.  The market value on the day the notes were executed was $0.105.  With the notes, the Company issued 207,000 warrants to purchase common shares of the Company. The warrants have a term of three years and a strike price of $0.25 per share.  The warrants issued with the note were valued using the Black-Scholes option pricing model and bifurcated out of the note proceeds and recorded as additional paid in capital in the amount of $18,613.  A discount on the note payable was recorded in the same amount and is being amortized into interest expense over the six-month life of the note using the interest method.  For the year ended December 31, 2011, $1,534 was amortized into interest expense and the remaining discount was $17,079 as of December 31, 2011. For the year ended December 31, 2012, an additional $17,079 was amortized into interest expense and the remaining discount was $0 as of December 31, 2012.  In June of 2012, as noted below and in Note 6, all the notes except one ($25,000) and the related accrued interest were converted into shares of common stock at a rate of $0.20 per share.   The remaining note and related accrued interest were converted in August of 2012 at a rate of $0.20 per share.

During the year ended December 31, 2012, the Company received $362,500 from various related parties to issue convertible note payables, bearing interest at a rate of 10% per annum, and maturing at various times from July of 2012 to September of 2012.  The notes are not secured and are convertible into common stock at $0.20 per share.  The market value on the day the notes were executed ranged from $0.40 to $0.50.  With the notes, the Company issued 362,500 warrants to purchase common shares of the Company. The warrants have a term of three years and a strike price of $0.25 per share.  The warrants issued with the note were valued using the Black-Scholes option pricing model and bifurcated out of the note proceeds and recorded as additional paid in capital in the amount of $226,422.  A discount on the note payable was recorded in the same amount and is being amortized into interest expense over the six-month life of the note using the interest method.  As noted below and in Note 6, all of the notes were converted to common stock in June of 2012.  $226,422 of the discount was amortized into interest expense during the year ended December 31, 2012 and the remaining discount was $0 as of December 31, 2012.

As noted above, during the year ended December 31, 2012, a total of $669,500 of notes payable and $23,648 of related accrued interest was converted into 3,241,184 shares of common stock. Of those shares, 133,494 had not yet been issued as of December 31, 2012 and are shown on these financial statements as common stock owed but not issues.

On November 12, 2012, the Company received a note payable from the CEO and president of the Company in the amount of $100,000.  The note is unsecured, bears interest at a rate of 12% and is due on April 12, 2013.

On December 10, 2012, the Company received a note payable from the CEO and president of the Company in the amount of $50,000.  The note is unsecured, bears interest at a rate of 12% and is due on May 9, 2013.

On December 28, 2012, the Company received a note payable from the CEO and president of the Company in the amount of $50,000.  The note is unsecured, bears interest at a rate of 12% and is due on May 27, 2013.

Total interest expense and amortization of discount on notes payable was $280,623 and $15,270 for the years ended December 31, 2012 and 2011, respectively.

As of December 31, 2012, the Company has notes payable of $200,000 and related accrued interest of $2,038. All amounts are due within the next year.

NOTE 5 - PATENT
 
In June of 2009, concurrent with our incorporation, one of the Company’s officers and directors, agreed to transfer all rights, title and interest in the patent he held for a personal security device in exchange for 15,000,000 shares of the Company’s common stock and $300,000.  $25,000 was to be paid in July of 2009 and the rest was to be paid as funds became available from common stock sales.  The patent has been valued at $10,365 which is the historical cost. The value of the cash, note payable, and stock given exceeded the historical cost of the patent by $304,615. This amount was recorded as an increase in the deficit accumulated during development stage. The total cost of the patent is being amortized over the 20 year life of the patent. Amortization costs were $1,039 and $516 for the years ended December 31, 2012 and 2011, respectively.
 
 
F-9

 
Guardian 8 Holdings
(A Development Stage Company)
Notes To Consolidated Financial Statements
 
NOTE 6- STOCKHOLDERS’ EQUITY

In June of 2009, concurrent with our incorporation, one of the Company’s officers and directors, agreed to transfer all rights, title and interest in the patent he held in the personal security device in exchange for 15,000,000 shares of the Company’s common stock and $300,000.  During the year ended December 31, 2010, 500,000 shares were returned for cancellation for no consideration.

In June of 2009, 4,000,000 shares were sold to four investors for a total purchase price of $100,000 or $0.025 per share.

In June of 2009, 2,000,000 shares were issued to an officer of the Company in exchange for his services as President and General Manager.  Those shares were valued at $0.025 per share and $50,000 was expensed as compensation.

In June of 2009, 150,000 shares were issued to an attorney in exchange for legal services.  Those shares were valued at $0.025 per share and $3,750 was expensed as legal expense.

In December of 2009, 100,000 shares were issued to a consultant in exchange for business development consulting services.  Those shares were valued at $0.25 per share and $25,000 was expensed as consulting expense.

As of December 31, 2009, there were 21,250,000 common shares outstanding and no preferred shares outstanding.
 
During the year ended December 31, 2010, 210,000 shares were issued for services.  Those shares were valued at $0.25 and $52,500 was expensed.
 
During the year ended December 31, 2010, $115,750 due to a related party was converted at $0.25 per share into 463,000 shares (See Note 4).

During the year ended December 31, 2010 we offered two Private Placement Memorandums for the sale of common stock at $0.25 per share.  In accordance with the first offering, we sold 2,462,000 shares of common stock for $615,500.  In accordance with the second offering, we sold 1,400,000 shares of common stock for $350,000.

During the year ended December 31, 2010, 255,000 shares were issued to the directors for compensation.  Those shares were valued at $0.25 and $63,750 was expensed.

Effective November 30, 2010, we merged with Global Risk Management & Investigative Solutions (“Global Risk”), a public company with its common stock registered with the United States Securities and Exchange Commission under section 12g.  We merged into a newly formed wholly owned subsidiary of Global Risk, with the Company being the surviving corporation.  As part of this merger, there were 1,262,318 shares of common stock issued.  Post merger, Global Risk changed its name to Guardian 8 Holdings.

As of December 31, 2010, there were 26,802,318 common shares outstanding and no preferred shares outstanding.

During the year ended December 31, 2011, the Company issued a total of 610,000 shares of common stock.  All were valued at $0.25.  360,000 shares were issued to the board of directors for compensation valued at $90,000; 140,000 shares were issued for legal services valued at $35,000; and 110,000 shares were issued for consulting services valued at $27,500.

As of December 31, 2011, there were 27,412,318 common shares outstanding and no preferred shares outstanding.

During the year ended December 31, 2012, the Company authorized a total of 1,130,000 shares of common stock for compensation.  180,000 shares were issued to the board of directors, at the market price of $0.40, for a total expense of $72,000.  150,000 were issued to an employee, at the market price of $0.20, for a total expense of $30,000.  500,000 shares were authorized as a bonus to an officer/board member.  These shares were valued at the market price of $0.35 for a total expense of $175,000.  The final 300,000 shares are discussed in the next paragraph.  As of December 31, 2012, 500,000 shares had not been issued and are shown in these financial statements as common stock owed but not issued.
 
 
F-10

 
Guardian 8 Holdings
(A Development Stage Company)
Notes To Consolidated Financial Statements

NOTE 6- STOCKHOLDERS’ EQUITY (CONTINUED)

During the year ended December 31, 2012, the Company agreed to issue 300,000 shares of common stock in relation to compensation for a consulting agreement.  The shares were valued at $132,000, which was the fair market value on the date the agreement was signed and set up as a prepaid asset that will be amortized over the one-year life of the agreement.  As of December 31, 2012, $88,000 had been expensed and $44,000 remained in prepaid assets.  As of December 31, 2012, these shares have not yet been issued and are shown in these financial statements as common stock owed but not issued.

During the year ended December 31, 2012, the Company authorized the issuance of 325,000 shares of common stock in exchange for services.  The shares were valued at the market price at the date of authorization for a total expense of $152,025.  As of December 31, 2012, 145,000 of these shares had been issued and 180,000 had not been issued and are shown in these financial statements as common stock owed but not issued.

During the year ended December 31, 2012, the Company agreed to sell 505,000 shares of common stock for total proceeds of $202,000.  The shares were sold for $0.40 each and came with two warrants.  The Class A warrants have an exercise price of $0.55 and a term of three years.  The Class B warrants have an exercise price of $0.75 and a term of five years.  392,500 of the shares sold were issued as of December 31, 2012 and 112,500 have not been issued, and are shown in these financial statements as common stock owed but not issued.

During the year ended December 31, 2012, the Company received $61,750 for the exercise of 247,000 warrants at $0.25 each.

During the year ended December 31, 2012, the Company converted $669,500 of notes payable and $23,648 of related accrued interest into 3,241,184 shares of common stock.  3,107,690 of these shares had been issued as of December 31, 2012, and 133,494 have not been issued and are shown in these financial statements as common stock owed but not issued.

During the year ended December 31, 2012, the Company reached a settlement with a former contractor, whereby the contractor surrendered 700,000 shares of common stock for cancellation.  The Contractor had received the shares in prior periods for services to be rendered.  The Company felt that the services had not been rendered and the settlement was reached.  The Company has cancelled the shares.

During the year ended December 31, 2012, the Company issued 60,000 shares to a consultant.  These shares were issued in error and subsequently cancelled.
 
As of December 31, 2012, there were 30,874,508 common shares issued and outstanding, 1,225,994 common shares owed but not issued, and no preferred shares issued.

NOTE 7 - OPTIONS AND WARRANTS

Options

As of December 31, 2012 and 2011, there are no outstanding options.

Warrants

During October and December of 2011, the Company issued 307,000 warrants in conjunction with notes payable to purchase common stock.  All have a term of three years. 100,000 warrants have a strike price of $0.35 and 207,000 have a strike price of $0.25.  See Note 6 for further details.

During the year ended December 31, 2012, the Company issued 1,372,500 warrants to purchase common stock. The warrants were issued relating to notes payable proceeds and the sale of common stock as noted in Notes 4 and 6. All have a term between three and five years and a strike price of $0.25 to $0.75.
 
 
F-11

 
Guardian 8 Holdings
(A Development Stage Company)
Notes To Consolidated Financial Statements
 
NOTE 7 - OPTIONS AND WARRANTS (CONTINUED)
 
A summary of stock options and warrants as of December 31, 2011 2012 is as follows:

   
Options
   
Weighted Average Exercise Price
   
Warrants
   
Weighted Average Exercise Price
 
Outstanding at 1/1/11
    -     $ -       -     $ -  
    Granted
    -       -       307,000       0.28  
    Cancelled
    -       -       -       -  
    Exercised
    -       -       -       -  
Outstanding at 12/31/11
    -     $ -       307,000     $ 0.28  
    Granted
    -       -       1,372,500       0.54  
    Cancelled
    -       -       -       -  
    Exercised
    -       -       (247,000 )     0.25  
Outstanding at 12/31/12
    -     $ -       1,432,500     $ 0.53  
Vested as of 12/31/12
    -     $ -       1,432,500     $ 0.53  

NOTE 8 - LEASE COMMITMENTS AND RELATED PARTY TRANSACTIONS
 
During the period ended December 31, 2009 and the three months ended March 31, 2010, the Company leased its operating headquarters in Overland Park, Kansas on a month-to-month basis for $1,332 per month.  During the six months ended September 30, 2010, the Company renegotiated its lease and maintained the same headquarters on a month-to-month basis for $500 per month.  During the three months ended December 31, 2010 the Company renegotiated its lease again and maintained the same headquarters on a month-to-month basis for $250 per month.  From January of 2011 through October of 2011, the Company continued to maintain the same headquarters on a month-to-month basis for $250 per month.

During the period from November of 2011 to January of 2012, the Company moved its main headquarters to Kansas City, Kansas and rented space on a month-to-month basis for $325 per month.

In December of 2011, the Company leased space in Scottsdale, Arizona for its main headquarters. The lease runs from January of 2012 to March of 2014 at a rate of $1,907 per month. Future minimum payments as of December 31, 2012 under this lease are $22,884 for 2013, and $4,174 for 2014.

Rent expense was $24,468 and $2,250 for the years ended December 31, 2012 and 2011, respectively.

During the year ended December 31, 2011, a former officer was paid $12,500 for consulting services.

During the year ended December 31, 2011, the Company issued 140,000 shares, valued at $35,000, to a director for legal services.  During the year ended December 31, 2012, the Company issued 60,000 shares, valued at $29,400, to a former director for consulting services.
 
During the years ended December 31, 2012 and 2011, the Company issued convertible notes payable and warrants to related parties in exchange for cash.  See note 4 for further details.
 
 
F-12

 
Guardian 8 Holdings
(A Development Stage Company)
Notes To Consolidated Financial Statements
 
NOTE 9 - FAIR VALUE MEASUREMENTS

The Company adopted ASC Topic 820-10 to measure the fair value of certain of its financial assets required to be measured on a recurring basis.  The adoption of ASC Topic 820-10 did not impact the Company’s financial condition or results of operations.  ASC Topic 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  ASC Topic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date.  A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability.  The three levels of the fair value hierarchy under ASC Topic 820-10 are described below:

Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

Level 2 - Valuations based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

Level 3 - Valuations based on inputs that are supportable by little or no market activity and that are significant to the fair value of the asset or liability.  The Company had no level three assets or liabilities as of December 31, 2012 or 2011; therefore, a reconciliation of the changes during the year is not shown.

The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis as of December 31, 2011:

   
Level 1
   
Level 2
   
Level 3
   
Fair Value
 
Cash
  $ 195,894     $ -     $ -     $ 195,894  
Accounts payable
    -       34,840       -       34,840  
Accrued interest
    -       2,810       -       2,810  
Note Payable
    -       275,675       -       275,675  

The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis as of December 31, 2012:
 
   
Level 1
   
Level 2
   
Level 3
   
Fair Value
 
Cash
  $ 41,855     $ -     $ -     $ 41,855  
Accounts payable and accrued expenses
    -       82,037       -       82,037  
Accrued interest
    -       2,038       -       2,038  
Note payable
    -       200,000       -       200,000  

NOTE 10 - INCOME TAXES

The Company follows ASC subtopic 740-10 (formerly Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes”) for recording the provision for income taxes.  ASC 740-10 requires the use of the asset and liability method of accounting for income taxes.  Under the asset and liability method, deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled.  Deferred income tax expenses or benefits are based on the changes in the asset or liability each period.  If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized.  Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.
 
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.  Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate.  Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

 
F-13


Guardian 8 Holdings
(A Development Stage Company)
Notes To Consolidated Financial Statements

NOTE 10 - INCOME TAXES (CONTINUED)
 
The Company’s operations for the years ended December 31, 2012 and 2011 resulted in losses, thus no income taxes have been reflected in the accompanying statements of operations.

The provision for income taxes for the years ended December 31, 2012 and 2011 consists of the following:

    12-31-2012     12-31-2011  
Current tax
  $ -     $ -  
Benefits of deferred tax assets
    535,995       115,074  
Change in valuation allowance
    (535,995 )     (115,074 )
Provision for income tax expense
  $ -     $ -  

As of December 31, 2012 and 2011, the Company has net operating loss carry-forwards which may be used to reduce future income taxes payable.  A valuation allowance has been recorded to reduce the net benefit recorded in the financial statements related to this deferred asset. The valuation allowance is deemed necessary as a result of the uncertainty associated with the ultimate realization of these deferred tax assets.

Below is a summary of deferred tax asset calculations as of December 31, 2012 based on a 34% income tax rate. Currently there is no reasonable assurance that the Company will be able to take advantage of a deferred tax asset. Thus, an offsetting allowance has been established for the deferred asset.

   
Deferred tax asset
   
34% tax rate
 
Net operating loss
  $ 2,408,446     $ 818,871  
Research credit
            69,986  
Valuation allowance
            (888,858 )
Deferred tax asset
          $ -  

Below is a summary of deferred tax asset calculations as of December 31, 2011 based on a 34% income tax rate. Currently there is no reasonable assurance that the Company will be able to take advantage of a deferred tax asset. Thus, an offsetting allowance has been established for the deferred asset.

   
Deferred tax asset
   
34% tax rate
 
Net operating loss
  $ 1,037,832     $ 352,863  
Valuation allowance
            (352,863 )
Deferred tax asset
          $ -  

For financial reporting purposes, the Company has incurred a loss since inception to December 31, 2012.  Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2011 and 2012. Further, management does not believe it has taken the position in the deductibility of its expenses that creates a more likely than not potential for future liability under the guidance of FIN 48.
 
NOTE 11 - EMPLOYMENT CONTRACTS

The Company entered into a three year employment contract with its Chief Operating Officer.  If the Company meets various goals and criteria during those three years, which have been set forth in the agreement, they will issue a prescribed amount of shares of its common stock to the Chief Operating Officer.  The Company reserved 450,000 shares of its common stock as required by the agreement.

The Company entered into a three year contact with its Vice President of Customer Support.  If the Company meets various goals and criteria during those three years they will issue a prescribed amount of its common shares to the Vice President of Customer Support, all of which are prescribed in the agreement.  The Company reserved 288,000 shares of its common stock as required by the agreement.
 
 
F-14

 
Guardian 8 Holdings
(A Development Stage Company)
Notes To Consolidated Financial Statements
 
NOTE 12 - SUBSEQUENT EVENTS

In preparing these financial statements, the Company evaluated events and transactions for potential recognition or disclosure through the date these financial statements were issued.

In January 2013, the Company received a deposit of $1,308 on a $10,000 sales order to be delivered in the second quarter of 2013.

On January 23, 2013, the Company authorized the issuance of 150,000 shares of common stock for services.

On January 23, 2013, the Company conducted the third and final closing under a private placement offering, selling 112,500 units for $45,000.

In February of 2013, the Company entered into two consulting agreements with consultants assisting it with sourcing government grant funds. The terms of the agreements run for six months and the Company has agreed to pay one of the consultants $25,000 for their services. Further, the other consultant has agreed to purchase $25,000 of the Company’s shares of our common stock on a monthly basis during the six month term at $0.40 per share. On March 4, 2013, the Company sold 10,000 shares of restricted common stock for $4,000 to this consultant. These shares were issued in March of 2013.
 
On March 1, 2013, the Company entered into a one year agreement with Kraves PR to assist with public relations as the Company moves into scaled production and distribution.  The contract will be executed on a project by project basis, beginning with media assistance at the upcoming industry conference in April 2013.  All monies paid under this contract will be classified in sales, general and administrative expenses as a marketing expenditure.

On March 4, 2013, the Company entered into an employment agreement with its CEO/president. The CEO/president has the ability to earn shares of common stock over the term of the agreement, which terminates on March 31, 2014. The Company reserved 750,000 shares of its common stock as required by the agreement.

On March 4, 2013, the Company amended the agreement with its interim CFO. The CFO has the ability to earn shares of common stock over the term of the agreement, which terminates on March 31, 2014. The Company reserved 416,250 shares of its common stock as required by the agreement.

Through March 6, 2013, the Company received $200,000 from related parties in the form of 90 day unsecured promissory notes.  The notes bear interest at 12% per year.

Effective March 11, 2013, the Company entered into a three year contact with its Lead Engineer.  If the Company meets various goals and criteria during those three years they will issue a prescribed amount of its common shares to the Lead Engineer, all of which are prescribed in the agreement.  The Company reserved 240,000 shares of its common stock as required by the agreement.

On March 19, 2013, the Company conducted the first closing under a private placement offering selling 750,000 units for $300,000 to three accredited investors. Each unit consists of one share of common stock, one three year warrant to purchase one share of common stock for $0.55 per share and one five year warrant to purchase one share of common stock for $0.75 per share.  As of the date of this report the shares had not been issued. In connection with the sale of these units, the Company paid Finance 500, Inc., a registered broker/dealer and managing dealer for the offering, selling commissions in the amount of $39,000 and is obligated to issue 112,500 warrants to Finance 500. Each warrant will entitle Finance 500, or its assignees, to purchase one share of the Company’s common stock at $0.40 per share for ten years. The Company also incurred $30,879 of expenses associated with this offering, for a net amount of $230,121.

On March 26, 2013, the Company received $50,000 from a director, Corey Lambrecht, in the form of an unsecured 90-day promissory note. The note bears interest at 12% per annum and is payable on June 24, 2013.

Subsequent to year end, the Company has issued 1,130,000 shares of common stock, of which 980,000 were owed but not issued as of December 31, 2012, which have been included in the 1,225,994 owed but not issued as of December 31, 2012 in Note 6.

 
F-15

 
Item 9. Changes in and Disagreements With Accountants On Accounting and Financial Disclosure.

None.
 
Item 9A. Controls and Procedures.
 
Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, C. Stephen Cochennet and Kathleen Hanrahan, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report.  Based on the evaluation, Mr. Cochennet and Ms. Hanrahan concluded that our disclosure controls and procedures are effective in timely altering them to material information relating to us (including our consolidated subsidiaries) required to be included in our periodic SEC filings.

Changes in Internal Control Over Financial Reporting
 
There has been no change in the Company’s internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
 
Internal control systems, no matter how well designed and operated, have inherent limitations.  Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented.  Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as is defined in the Securities Exchange Act of 1934. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error and overriding of controls. Consequently, an effective internal control system can only provide reasonable, not absolute, assurance, with respect to reporting financial information.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2012.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
 
Item 9B. Other Information.
 
On March 25, 2013, our CEO/president, C. Stephen Cochennet, extended the maturity date of a $50,000 term note due and payable on March 28, 2013 until May 27, 2013.

On March 26, 2013, we received $50,000 from a director, Corey Lambrecht, in the form of an unsecured 90-day promissory note. The note bears interest at 12% per annum and is payable on June 24, 2013. A copy of the note is attached hereto as Exhibit 10.15.
  
 
22

 
PART III
 
Item 10. Directors, Executive Officers and Corporate Governance.
 
Our executive officers and directors, the positions held by them, and their ages are as follows:

Name
 
Age
 
Title(s)
 
Board Committee(s)(1)
Steve Cochennet
  56  
CEO/President, Secretary, Treasurer and Chairman of the Board
 
Executive
Paul Hughes
  45  
Chief Operating Officer for Guardian 8 Corporation
 
None
Kathleen Hanrahan
  49  
Interim Chief Financial Officer and Director
 
GCNC
James G. Miller
  64  
Director
 
Executive, Audit (Chairman)
Kyle Edwards
  60  
Director
 
GCNC (Chairman)
Corey Lambrecht
  43  
Director
 
GCNC
Jim Nolton
  51  
Director
 
Audit

(1)  
 “Executive” means the Executive Committee of the Board of Directors. “GCNC” means the Governance, Compensation and Nominating Committee of the Board of Directors. “Audit” means the Audit Committee of the Board of Directors.

Steve Cochennet has served as our CEO/President, Secretary, Treasurer and Chairman since our inception. From July of 2011 to present, Mr. Cochennet has also been the sole officer of Kansas Resource Development Company, a private oil and gas exploration company. Mr. Cochennet was the President, Chief Executive Officer and Chairman of EnerJex Resources, Inc., a publicly traded and SEC registered company, from August 2006 to December of 2010. Prior to joining EnerJex, Mr. Cochennet was President of CSC Group, LLC. Mr. Cochennet formed the CSC Group, LLC through which he supported a number of clients that included Fortune 500 corporations, international companies, natural gas/electric utilities, outsource service providers, as well as various start up organizations. The services provided included strategic planning, capital formation, corporate development, executive networking and transaction structuring. From 1985 to 2002, he held several executive positions with UtiliCorp United Inc. (Aquila) in Kansas City. His responsibilities included finance, administration, operations, human resources, corporate development, natural gas/energy marketing, and managing several new startup operations. Prior to his experience at UtiliCorp United Inc., Mr. Cochennet served 6 years with the Federal Reserve System. Mr. Cochennet graduated from the University of Nebraska with a B.A. in Finance and Economics.
 
Paul Hughes, served as a consultant for Guardian 8 Corporation from October 2010 through December of 2011 when he was hired as an officer. Prior to consulting for Guardian 8 Corporation, Hughes was providing consulting services to several other privately held companies. From March of 2006 through November of 2009, Hughes served as the Director of New Markets Development for Taser® International, Inc., a publicly traded corporation. Before joining Taser®, Mr. Hughes spent two years (2005-2006) at Global Alerts LLC, a private company in the multinational alert industry. From 2003 through 2005, Paul served as a brand manager for Smith & Wesson Holding Corporation, a publicly traded firearms manufacturer. Mr. Hughes holds a MBA in Global Management & Leadership from Arizona State University and has over 60 hours of non-lethal weapons, policies and procedures coursework at Penn State University. He completed the Entrepreneurship Development Program at M.I.T. in January 2010. Further, Paul was honorably discharged from the Marine Corps following Operations Desert Shield/Desert Storm and was decorated for actions contributing to the liberation of Kuwait.
 
Kathleen Hanrahan has been a private management consultant for her own company, New Horizons Management Inc., which specializes in assisting small private companies as they prepare strategies, personnel and infrastructure for their next phase of growth since July of 2010. Prior to establishing New Horizons, from 2008 through 2010, Kathy served as the Co-Chairperson for the TASER® Foundation for Fallen Officers, as well as the organizations President and Chief Executive Officer. Prior to her involvement with the TASER® Foundation, Ms. Hanrahan served as the President and Chief Operating Officer of TASER® International headquartered in Scottsdale, Arizona. During her more than 12 year tenure with TASER® International, she filled a number of key executive roles as the business grew. She served first as Controller, from 1996 until November 2000, establishing the financial, human resource and administrative systems and controls to manage the business, while aiding the President with operating responsibilities. Then, in November of 2000, when the Company began preparations for its initial public offering, she was promoted to Chief Financial Officer to facilitate the transaction and establish the necessary infrastructure to meet both SEC and Wallstreet’s regulatory and reporting requirements. Mrs. Hanrahan also serves as a corporate director for Meridian Bank, N.A, an advisory board member for EmpowHER and a board member of the Maricopa County, Arizona YWCA.
 
 
23

 
James G. Miller is a Director and founder of the Company. Mr. Miller retired in 2002 as Chief Executive of Utilicorp United’s business unit responsible for the Company’s electric generation, and electric and natural gas transmission and distribution assets serving 1.3 million customers in seven mid-continent states. He joined Utilicorp in 1989 and served as President of Michigan Gas Utilities until 1991, and then served as President of Utilicorp's WestPlains Energy division from 1991 to 1994.  Before joining Utilicorp as part of the acquisition of Michigan Gas Utilities, he served as that Company’s President from 1983 to 1989. Miller has served on Boards of Directors of Corporations listed on the NYSE, NASDAQ and the Australian Stock Exchange. Current business activities include ownership of retail, real estate and ranch businesses, and equity investments in several start-up companies.  Mr. Miller currently serves as Board Chair of The Nature Conservancy, Missouri Chapter, for which he has been a Board member for the past 12 years. He also serves as a director, trustee or member of several community and charitable organizations.  Miller holds a BS degree in electrical engineering and a MBA in management from the University of Wisconsin.
 
Kyle Edwards. Mr. Edwards was the president and a director of Global Risk before the merger with Guardian 8 Corporation and is also President of Edwards Group International LLC, an investigative company specializing in employment backgrounds, gaming compliance, criminal and internal investigations, as well as providing due diligence and loss prevention expertise. Mr. Edwards has thirty four years of investigative experience. Mr. Edwards is a prior chief law enforcement officer with the Las Vegas Metropolitan Police Department, retiring after twenty six years as a Deputy Chief of Investigations. During his law enforcement career he led thousands of criminal investigations including several hundred homicides as well as other violent crimes and white collar crimes and gaming investigations. In addition he supervised undercover narcotic investigations receiving the departments Meritorious Service Award and the U.S. Attorney General’s Safety Award for an undercover operation culminating in Thailand.
 
After leaving the Las Vegas Metropolitan Police Department Mr. Edwards joined the MGM MIRAGE as Vice President of Corporate Security and Gaming Surveillance. In that role he developed and refined the companies background investigation process with a staff conducting over 35,000 backgrounds a year.

Corey Lambrecht is a 14+ year public company executive with experience in strategic acquisitions, new business development, pioneering consumer products, corporate licensing and interactive technology services. Since 2009, Mr. Lambrecht has served as the President of Earth911, Inc and is a current director of Lifestyle Wireless. In addition, since 2007, Mr. Lambrecht has been a director of CUI Global, a publicly traded and SEC registered company. During 2004 and 2005, he served as Director of Sales for Leveraged Marketing Associates, a worldwide leader in licensed brand extension strategies. From 2001 through 2004, Corey was the Executive Vice President for Smith & Wesson Holding Corporation, where he was responsible for Smith & Wesson Licensing, Advanced Technologies and Interactive Marketing divisions. He was the former President of A For Effort (sold to Freesoftwareclub.com), an interactive database marketing company specializing in online content (advergaming) for clients such as the National Hockey League. Mr. Lambrecht’s prior experience also includes Pre-IPO founder for Premium Cigars International and VP Sales/Marketing for ProductExpress.com.

Jim Nolton has over 27 years of experience in engineering, new product development and business development in large complex corporations and small private start-up organizations. Since 2005, Mr. Nolton has been consulting on a private basis for Orbital Sciences Corp., a designer and manufacturer of rockets and satellites for commercial and U.S. Government applications. From 2003 through 2005, Mr. Nolton focused on completing his Masters Degree in Global Business Strategies, where he was ranked fourth in his graduating class. From 1995-2003, Mr. Nolton worked with Mobility Electronics, Inc., a publicly traded and SEC registered company, a company he co-founded and assisted in the engineering, design and manufacture of a number of electronic devices for the mobile and fixed PC computer systems. Mr. Nolton has also worked with Unitech Industries, Inc. and General Dynamics.

Key employees of Guardian 8 Corporation

In addition to Mr. Hughes, described above, we have two additional key employees for Guardian 8 Corporation as follows:

Jose Rojas, Vice President of Customer Service, served as Vice President of Customer and Technical Support for TASER® International, Inc., a publicly traded corporation from December of 2007 through February of 2012. While at TASER® International, he also held the positions of Manager of Customer and Technical Support as well as Service and Sales Representative from May 2002 through December 2007. Prior to his ten year tenure at TASER® International, from March 2000 through May 2002, Mr. Rojas held the positions of Customer Fulfillment Manager at HEI Inc. Mexico Division and Senior Customer Support Representative (2001-2002) at the High Density Interconnect Division. HEI Inc. is a publicly traded Contract Manufacturer specializing in Electronic Manufacturing Services (EMS). Mr. Rojas holds a Bachelor of Science and Business Administration degree in Operations Management from the University of Arizona.

Daniel Silva, Lead Engineer, served as Senior Hardware Engineer for Mitel Networks, a private company located in Chandler, Arizona, from 2008 until joining Guardian 8 Corporation. From 2007 through 2008, Mr. Silva was the Senior Hardware Engineer at InPlay Technologies Inc. Further, from 2005 through 2007, Mr. Silva serviced as the Senior Hardware Engineer - Contractor for Computer Telephony Solutions, Inc. in Tempe, Arizona. Mr. Silva holds a Bachelor of Science in Electrical Engineering Technology from DeVry University.
 
 
24


Limitation of Liability of Directors

Pursuant to the Nevada General Corporation Law, our Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified and does not affect any Director’s liability under federal or applicable state securities laws. We have agreed to indemnify our directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a Director if he acted in good faith and in a manner he believed to be in our best interests.

Election of Directors and Officers

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.
 
Involvement in Certain Legal Proceedings

None of our executive officers or directors has been the subject of any Order, Judgment, or Decree of any Court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

None of our executive officers or directors has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding, which is currently pending.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. As a company with securities registered under Section 15(d) of the Exchange Act, our executive officers and directors, and persons who beneficially own more than ten percent of our common stock are not required to file Section 16(a) reports.

Committees of the Board of Directors
 
Our board of directors has three standing committees: an executive committee, an audit committee and a governance, compensation and nominating committee. Each of those committees has the composition and responsibilities set forth below.
 
Audit Committee
 
On April 20, 2012, we established and appointed initial members to the audit committee of our board of directors. Mr. Miller is the chairman and Mr. Nolton serves as the other member of the committee.  Currently, none of the members of the audit committee are, or have been, our officers or employees, and each member qualifies as an independent director as defined by Section 803 of the American Stock Exchange Company Guide and Section 10A(m) of the Securities Exchange Act of 1934, and Rule 10A-3 thereunder.  The board of directors has determined that Mr. Miller is an “audit committee financial expert” as that term is used in Item 401(h) of Regulation S-K promulgated under the Securities Exchange Act.
 
The audit committee has the sole authority to appoint and, when deemed appropriate, replace our independent registered public accounting firm, and has established a policy of pre-approving all audit and permissible non-audit services provided by our independent registered public accounting firm. The audit committee has, among other things, the responsibility to evaluate the qualifications and independence of our independent registered public accounting firm; to review and approve the scope and results of the annual audit; to review and discuss with management and the independent registered public accounting firm the content of our financial statements prior to the filing of our quarterly reports and annual reports; to review the content and clarity of our proposed communications with investors regarding our operating results and other financial matters; to review significant changes in our accounting policies; to establish procedures for receiving, retaining, and investigating reports of illegal acts involving us or complaints or concerns regarding questionable accounting or auditing matters, and supervise the investigation of any such reports, complaints or concerns; to establish procedures for the confidential, anonymous submission by our employees of concerns or complaints regarding questionable accounting or auditing matters; and to provide sufficient opportunity for the independent auditors to meet with the committee without management present.
 
 
25

 
Governance, Compensation and Nominating Committee
 
The governance, compensation and nominating committee is comprised of Ms. Hanrahan and Messrs. Edwards and Lambrecht.  Mr. Edwards serves as the chairman of the governance, compensation and nominating committee.  The governance, compensation and nominating committee is responsible for, among other things; identifying, reviewing, and evaluating individuals qualified to become members of the board, setting the compensation of the Chief Executive Officer and performing other compensation oversight, reviewing and recommending the nomination of board members, and administering our equity compensation plans. The governance, compensation and nominating committee held three meetings during fiscal 2012.

Executive Committee

The executive committee, which is currently comprised of Messrs. Cochennet and Miller, was formed for the purpose to function when the board of directors is not in session or to function in the capacity of the Company’s executive officer if such officer shall have resigned or be deemed unable to render service to the Company.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, as well as to directors, officers and employees of each of our subsidiaries. Our Code of Ethics was filed as Exhibit 99.3 to the Annual Report on Form 10-K for the year ended December 31, 2011 which was filed on March 28, 2012. A copy of our Code of Business Conduct and Ethics will be provided to any person, without charge, upon request. Contact C. Stephen Cochennet at 913-317-8887 to request a copy of the Code or send your request to Guardian 8 Holdings, Attn: C. Stephen Cochennet, 15230 N. 75th Street, Suite 1002, Scottsdale, Arizona  85260. If any substantive amendments are made to the Code of Business Conduct and Ethics or if we grant any waiver, including any implicit waiver, from a provision of the Code to any of our officers and directors, we will disclose the nature of such amendment or waiver in a report on Form 8-K.
 
Item 11. Executive Compensation.

During fiscal 2012 we issued shares of our common stock to compensate our officers and directors for services rendered on our behalf and intend to issue additional shares of common stock in the future as part of our compensation package for our officers and directors.

The following table sets forth summary compensation information for the years ended December 31, 2012 and 2012 for our chief executive officer, interim chief financial officer and chief operating officer of Guardian 8 Corporation. We did not have any other executive officers as of the end of fiscal 2012 whose total compensation exceeded $100,000. We refer to these persons as our named executive officers elsewhere in this report.

Summary Compensation Table

Name and Principal Position
 
Period
 
Salary
($)
   
Bonus
($)
   
Option Awards
($)
   
All Other Compensation
($)
   
Total
($)
 
                                   
C. Stephen Cochennet
 
2012
 
$
0
   
 $
175,000
(1)
   
-
     
-
   
$
175,000
 
President, Chief Executive Officer
 
2011