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

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING
            (Check One) [X] Form 10-K [ ] Form 20-F [ ] Form 11-K
                          [ ] Form 10-Q [ ] Form N-SAR

                       For Period Ended December 31, 2002

                  [ ] Transition Report on Form 10-K
                  [ ] Transition Report on Form 20-F
                  [ ] Transition Report on Form 11-K
                  [ ] Transition Report on Form 10-Q
                  [ ] Transition Report on Form N-SAR
                  For the Transition Period Ended: __________________________

READ ATTACHED INSTRUCTIONS BEFORE PREPARING FORM. PLEASE PRINT OR TYPE

     Nothing in the form shall be construed to imply that the Commission has
                   verified any information contained herein.

      If the notification relates to a portion of the filing checked above,
             identify the Item(s) to which the notification relates:

PART I  -  REGISTRANT INFORMATION:

DEFENSE INDUSTRIES INTERNATIONAL, INC.
Full Name of Registrant

INDUSTRIAL ZONE EREZ, P.O. BOX 779
Address of principal executive offices:

ASHKELON, ISRAEL 78101
City, State and Zip Code

PART II  - RULES 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check appropriate box).

[X]  (a) The reasons described in reasonable detail in Part III of this form
         could not be eliminated without unreasonable effort or expense;

[X]  (b) The subject annual report, semi-annual report, transition report on
         Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
         filed on or before the fifteenth calendar day following the prescribed
         due date; or the subject quarterly report or transition report on Form
         10-Q, or portion thereof will be filed on or before the fifth calendar
         day following the prescribed due date; and

[ ]  (c) The accountant's statement or other exhibit required by Rule
         12b-25(b) has been attached if applicable.

PART III  -  NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach extra sheets if needed).

The Company has recently undergone a change in management and the completion of
the financial statements has been delayed for a short time.

PART IV  - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification

     Joseph Postbinder (011-972-7) 689-1611 (Name) (Area Code) (Telephone
     Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter period that the
     registrant was required to file such reports been filed?

     [X] Yes           [ ] No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof? [ ] Yes [X] No

     If so, attach an explanation of the anticipated change, both narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made:




                     Defense Industries International, Inc.
     -----------------------------------------------------------------------
                   Name of Registrant as Specified in Charter

     Has caused this notification to be signed on its behalf by the undersigned
     hereunto duly authorized.

     Date: March 29, 2003         By: /s/ Joseph Postbinder
                                      ----------------------------------------
                                          Joseph Postbinder, President