posam.htm


As filed with the Securities and Exchange Commission on  January 10, 2011
 
Registration No.  333-128011
 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Post-Effective Amendment No. 5 to Form SB-2
on
FORM S-1
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

DEFENSE INDUSTRIES INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
         
Nevada
  
5900
  
84-1421483
(State or Other Jurisdiction of
Incorporation or Organization)
  
(Primary Standard Industrial
Classification Code Number)
  
(I.R.S. Employer
Identification No.)

12 Hamefalsim Street, Petach Tikva 49514, Israel
Tel: (011) 972-3-7168383
 (Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive Offices)

Veronica Zoltan
Rizzo Inc.
14812 Calvert Street
Van Nuys, California 91411
Tel: (818) 781-6891
 (Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

Copies of Communications to:

Steven J. Glusband, Esq.
  
Ayal Klinemintz, Adv.
Carter Ledyard & Milburn LLP
  
Yuval Levy & Co.
2 Wall Street
  
8 Ness Ziona St.
New York, NY 10005
  
Tel Aviv, Israel 63904
Tel: (212) 238-8605
  
Tel: 972 3 5172303
Fax: (212) 732-3232
  
Fax: 972 3 5164185
     
Approximate date of commencement of proposed sale to the public: This post-effective amendment deregisters those securities that remain unsold hereunder as of the effective date hereof.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o  

 
 
 


      If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

      If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o    

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 (Check one):

Large accelerated filer o
  
Accelerated filer o
     
Non-accelerated filer o
(Do not check if a smaller reporting company)
  
Smaller reporting company o



 
 
 


EXPLANATORY NOTE
 
This Post-Effective Amendment No. 5 relates to the Registration Statement filed by Defense Industries International) (the "Company") on Form SB-2 (File No. 333-128011) and is being filed to deregister (i) all unsold shares of outstanding common stock, par value $0.0001 per share, of the Company and (ii) shares of common stock underlying unexercised warrants of the Company registered under the Registration Statement, and to terminate the effectiveness of the Registration Statement.

 



 
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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 5 to the  registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Petach Tikva, Israel, on January 10, 2011.
 

 
DEFENSE INDUSTRIES  INTERNATIONAL, INC.
   
 
By: /s/ Uri Nissani
 
Uri Nissani
 
Chairman and Chief Executive Officer

 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 5 to the registration statement has been signed by the following persons in the capacities on January 10, 2011.
 

 
Name
 
Title
 
/s/ Uri Nissani
Uri Nissani
 
Chairman of the Board of Directors, Chief
    Executive Officer and President
/s/Tsippy Moldovan
Tsippy Moldovan
 
Chief Financial and Accounting Officer
/s/Motti Hassan
Motti Hassan
 
Director
/s/Yoel Or
Yoel Or
 
Director
/s/Avi Melamed
Avi Melamed
Director
 
By: /s/Veronica Zoltan
Veronica Zoltan
Rizzo Inc.
14812 Calvert Street
Van Nuys, California 91411
(818) 781-6891
 
 
 
Authorized Representative in the United States
 

 

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