zk1110653.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 12b-25
NOTIFICATION OF LATE FILING
  
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SEC FILE NUMBER
0-30105
   
CUSIP NUMBER
244632105
 
(Check One)
o Form 10-K o Form 20-F o Form 11-K T Form 10-Q  o Form 10-D o Form N-SAR o Form N-CSR
 
 
For Period Ended:    September 30, 2011
  
  o Transition Report on Form 10-K  
  o Transition Report on Form 20-F  
  o Transition Report on Form 11-K  
  o Transition Report on Form 10-Q  
  o Transition Report on Form N-SAR  
  For the Transition Period Ended: _________________________________  
 
Read Instruction (on back page) Before Preparing Form.  Please Print or Type.
   
Nothing in this 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
 
N/A
Former Name if Applicable
 
12 Hamefalsim Street,
Address of Principal Executive Office (Street and Number)

Petach Tikva, 49514 Israel
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 box if appropriate)
 
x (a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
     
 
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, 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 subject distribution report on Form 10-D, 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(c) has been attached if applicable.
 
Persons who are to respond to the collections of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1344 (04-09)

 
 
 
 
PART III – NARRATIVE
 
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
 
The Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 cannot be filed within the prescribed time period due to delays in obtaining updated information concerning the operation of the Registrant and, therefore, the Registrant and its auditors were unable to complete their review and the XBRL component of the filing in a timely manner without unreasonable effort and expense. The Registrant’s Quarterly  Report on Form 10-Q will be filed on or before the 5th calendar day following the prescribed due date.

PART IV – OTHER INFORMATION

(1)
Name and telephone number of person to contact in regard to this notification
 
Uri Nissani
 _________
(011) 972-3-7168383
(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 Registrant Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If answer is no, identify report(s).
 
x Yes   o 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?
 
 x Yes   o 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.
 
The Registrant expects to report  revenues for the three and nine months ended September 30, 2011 of approximately $3.8 million and $12.0 million, respectively, compared to revenues of approximately  $6.6 million and $12.5 million for the three and nine months ended September 30, 2010.    The Registrant believes that it will report. a net loss of approximately $1.5 million for the three months ended September 30, 2011 and net income of $0.3 million for the nine months ended September 30, 2011 as compared to  net loss of $3.5 million and $0.4 million, respectively, for the three and nine months ended September 30, 2010.
 
 
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DEFENSE INDUSTRIES INTERNATIONAL, INC.
 (Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
 
Date: November 15, 2011
 By:  ______________________
 
INSTRUCTION: The form may be signed by an executive officer of the Registrant or by any other duly authorized representative.  The name and title of the person signing the form shall be typed or printed beneath the signature.  If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
 
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
 
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