U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

[X]  Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934 for the quarterly period ended March 31, 2004

[_]  Transition report under Section 13 or 15(d) of the Exchange Act for the
     transition period from ___to ___

Commission file number:  1-9009

                     DEFENSE INDUSTRIES INTERNATIONAL, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

                NEVADA                                  84-1421483
       (State of Incorporation)             (I.R.S. Employer Identification No.)


           INDUSTRIAL ZONE EREZ, P.O. BOX 779, ASHKELON 78101, ISRAEL
                    (Address of Principal Executive Offices)

                              (011) 972-7-689-1611
                (Issuer's Telephone Number, Including Area Code)

                 ______________________________________________
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)


     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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.

                               Yes [X]     No [_]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     As of May 6, 2004 the Issuer had 25,350,000 shares of Common Stock, $.0001
par value per share, outstanding.

     Transitional Small Business Disclosure Format (check one):

                               Yes [_]     No [X]

<PAGE>


                                EXPLANATORY NOTE

Defense Industries International, Inc. is filing this Amendment No. 1 on Form
10-QSB/A to its Quarterly Report on Form 10-QSB for the quarter ended March 31,
2004, which was filed on May 17, 2004, to amend the following Items:

(i)  Item 1 of Part 1, "Financial Statements", to correct two inadvertent
     clerical errors made in the original Form 10-QSB with respect to the (a)
     Condensed Consolidated Balance Sheets as of March 31, 2004 (Unaudited) and
     December 31, 2003: Total liabilities as of December 31, 2003 should be
     $4,415,407; and (b) Condensed Consolidated Statements of Income and
     Comprehensive Income for the Three Months Ended March 31, 2004 and 2003
     (Unaudited): INCOME FROM OPERATIONS for the Three Months Ended March 31,
     2004 should be $538,623; and

(ii) Item 6, "Exhibits and Reports on Form 8-K", to refurnish the certifications
     required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

                         PART I - FINANCIAL INFORMATION

ITEM 1.

                     DEFENSE INDUSTRIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS


ASSETS

<TABLE>
<CAPTION>

                                                           March 31, 2004  December 31,
                                                             (Unaudited)     2003
                                                             ----------   ----------
<S>                                                          <C>          <C>
CURRENT ASSETS
 Cash and cash equivalents                                   $1,096,023   $  784,026
 Trade accounts receivable, net                               2,184,878    1,912,747
 Trade accounts receivable - related parties, net               329,404      322,373
 Inventory                                                    1,962,507    2,115,825
 Investment in marketable securities                            692,564      704,046
 Deferred taxes                                                  41,066       45,353
 Other assets                                                   459,372      422,489
                                                             ----------   ----------
      Total Current Assets                                    6,765,814    6,306,859
                                                             ----------   ----------

PROPERTY, PLANT AND EQUIPMENT, NET                            1,697,162    1,662,902
                                                             ----------   ----------

OTHER ASSETS

 Deposits for the severance of employer-employee relations      431,908      437,963
 Deferred taxes, long-term                                      233,154      232,713
 Intangible assets                                               37,268       41,105
                                                             ----------   ----------
      Total Other Assets                                        702,330      711,781
                                                             ----------   ----------

TOTAL ASSETS                                                 $9,165,306   $8,681,542
                                                             ==========   ==========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       2
<PAGE>


                     DEFENSE INDUSTRIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS


LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                       March 31, 2004  December 31,
                                                        (Unaudited)       2003
                                                        -----------    -----------
<S>                                                     <C>            <C>
CURRENT LIABILITIES
 Trade accounts payable                                 $   886,952    $   730,562
 Short-term debt                                            433,742        719,642
 Current portion of long-term debt                          426,103        489,524
 Other liabilities                                        1,161,675        603,514
                                                        -----------    -----------
      Total Current Liabilities                           2,908,472      2,543,242
                                                        -----------    -----------

LONG-TERM LIABILITIES
 Long-term portion of debt                                  632,080        728,678
 Provisions for the severance of employer-employee
 relations                                                  290,010        290,573
 Minority interest                                          837,866        852,914
                                                        -----------    -----------
      Total Long-Term Liabilities                         1,759,956      1,872,165
                                                        -----------    -----------

TOTAL LIABILITIES                                         4,668,428      4,415,407
                                                        -----------    -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
 Preferred stock, $.0001 par value, 50,000,000 shares
  authorized, none issued and outstanding                         -              -
 Common stock, $.0001 par value, 250,000,000 shares
  authorized, 25,350,000 issued and outstanding               2,535          2,535
 Additional paid-in capital                               1,711,450      1,711,450
 Retained earnings                                        3,117,005      2,767,781
 Accumulated other comprehensive loss                      (334,112)      (215,631)
                                                        -----------    -----------

      Total Shareholders' Equity                          4,496,878      4,266,135
                                                        -----------    -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY              $ 9,165,306    $ 8,681,542
                                                        ===========    ===========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>


             DEFENSE INDUSTRIES INTERNATIONAL, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND
                              COMPREHENSIVE INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                            Three Months Ended March 31,
                                                            ----------------------------
                                                                2004            2003
                                                            ------------    ------------
<S>                                                         <C>             <C>
NET REVENUES                                                $  3,746,079    $  3,168,144
 Cost of sales                                                 2,779,840       2,273,812
                                                            ------------    ------------
 Gross profit                                                    966,239         894,332
                                                            ------------    ------------

OPERATING EXPENSES
 Selling                                                         120,919         188,676
 General and administrative                                      306,697         323,348
                                                            ------------    ------------

TOTAL OPERATING EXPENSES                                         427,616         512,024
                                                            ------------    ------------

INCOME FROM OPERATIONS                                           538,623         382,308
                                                            ------------    ------------

OTHER INCOME (EXPENSE)
 Financial (expense), net                                        (24,482)        (70,753)
 Other income - net                                               27,198               -
                                                            ------------    ------------

TOTAL OTHER INCOME (EXPENSE)                                       2,716         (70,753)
                                                            ------------    ------------

INCOME BEFORE INCOME TAXES                                       541,339         311,555
 Less: Income tax expense                                        194,338         129,247
                                                            ------------    ------------

INCOME BEFORE MINORITY INTEREST                                  347,001         182,308
 Minority interest loss (income)                                   2,223          (8,196)
                                                            ------------    ------------

NET INCOME                                                       349,224         174,112
                                                            ------------    ------------

OTHER COMPREHENSIVE INCOME (LOSS)
 Foreign currency translation gain (loss), net of
  minority interest translation gain (loss)                     (118,481)         37,858
 Unrealized gain (loss) on available-for-sale securities               -          (3,202)
                                                            ------------    ------------

 Other comprehensive income (loss) before tax                   (118,481)         34,656
 Income tax (expense) benefit related to items of other
  comprehensive income                                            42,653         (12,476)
                                                            ------------    ------------

TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX              (75,828)         22,180
                                                            ------------    ------------

COMPREHENSIVE INCOME                                        $    273,396    $    196,292
                                                            ============    ============
 Net income per ordinary share - basic and diluted          $       0.01    $       0.01
                                                            ============    ============

  Weighted average of number of shares outstanding during
   the period - basic and diluted                             25,350,000      25,350,000
                                                            ============    ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>


                     DEFENSE INDUSTRIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                         For the Three Months Ended March 31,
                                                            -----------    -----------
                                                                2004           2003
                                                            -----------    -----------
<S>                                                         <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income                                               $   349,224    $   174,112
  Adjustments to reconcile net income to net cash
         provided by operating activities:
   Depreciation and amortization                                 71,317         71,904
   Provision for doubtful accounts                                3,388             --
   Net realized and unrealized gain on marketable
         securities                                              24,455             --
   Stock issued for services                                         --         43,000
   Minority interest in (loss) income of subsidiary              (2,223)         8,196
    Changes in operating assets and liabilities:
   Decrease (increase) in deposits for employee
         severance                                                6,055        (12,883)
   Deferred taxes                                                 3,846          1,104
   (Increase) in trade accounts receivable                     (282,551)      (539,338)
   (Increase) in other assets                                   (36,883)      (175,344)
   Decrease (increase) in inventory                             153,318        (92,126)
   Increase in trade accounts payable                           156,392         27,395
   Increase in other liabilities                                558,161        476,698
  Decrease (increase) in provision for employee severance
         of employer-employee relations                            (563)        37,360
                                                            -----------    -----------
         Net Cash Provided By Operating Activities            1,003,936         20,078
                                                            -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property, plant and equipment                   (118,404)       (43,132)
  Purchase of marketable securities                             (36,571)      (146,011)
  Proceeds from sale of marketable securities                    48,999        134,156
                                                            -----------    -----------
         Net Cash Used In Investing Activities                 (105,976)       (53,987)
                                                            -----------    -----------
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>


                     DEFENSE INDUSTRIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                            For the Three Months Ended March 31,
                                                               --------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:                             2004           2003
                                                               -----------    -----------
<S>                                                            <C>            <C>
 Short-term debt, net                                             (285,900)       298,332
 Payments on long-term debt                                       (160,019)       (91,698)
                                                               -----------    -----------
         Net Cash (Used In) Provided By Financing Activities      (445,919)       206,634
                                                               -----------    -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                           (140,044)        22,366
                                                               -----------    -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                          311,997        195,091

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                    784,026        831,820
                                                               -----------    -----------

CASH AND CASH EQUIVALENTS - END OF PERIOD                      $ 1,096,023    $ 1,026,911
                                                               ===========    ===========

INTEREST PAID                                                  $    26,225    $    58,584
                                                               ===========    ===========

TAXES PAID                                                     $    49,489    $    41,968
                                                               ===========    ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       6
<PAGE>


                     DEFENSE INDUSTRIES INTERNATIONAL, INC.
             (FORMERLY PAWNBROKERS EXCHANGE, INC.) AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

     (A) BASIS OF PRESENTATION

     The accompanying condensed consolidated financial statements are presented
     in United States dollars under accounting principles generally accepted in
     the United States of America.

     (B) PRINCIPLES OF CONSOLIDATION

     The condensed consolidated financial statements include the accounts of
     Defense Industries International, Inc. and its wholly owned subsidiaries,
     Export Erez, USA, Inc., Export Erez, Ltd., Mayotex, Ltd. and Dragonwear
     Trading Ltd. and its 76% owned subsidiary Achidatex Nazareth Elite
     (collectively, the "Company"). The minority interest represents the
     minority shareholders' proportionate share of Achidatex.

     All intercompany accounts and transactions have been eliminated in
     consolidation.

     (C) USE OF ESTIMATES

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

     (D) PER SHARE DATA

     Basic net income per common share is computed based on the weighted average
     number of common shares outstanding during the period. Diluted net income
     per common share is computed based on the weighted average number of common
     shares and common stock equivalents outstanding during the period. There
     were no common stock equivalents outstanding during the periods presented.
     Accordingly, a reconciliation between basic and diluted earnings per share
     is not presented.


                                       7
<PAGE>


     (E) INTERIM CONSOLIDATED FINANCIAL STATEMENTS

     The condensed consolidated financial statements as of and for the three
     months ended March 31, 2004 and 2003 are unaudited. In the opinion of
     management, such condensed consolidated financial statements include all
     adjustments (consisting only of normal recurring accruals) necessary for
     the fair presentation of the consolidated financial position and the
     consolidated results of operations. The consolidated results of operations
     for the three months ended March 31, 2004 and 2003 are not necessarily
     indicative of the results to be expected for the full year. The
     consolidated balance sheet information as of December 31, 2003 was derived
     from the audited consolidated financial statements included in the
     Company's annual report Form 10-KSB. The interim condensed consolidated
     financial statements should be read in conjunction with that report.

NOTE 2 INVENTORY

     Inventory consisted of the following:


<TABLE>
<CAPTION>

                    March 31, 2004   December 31, 2003
                      ----------       ----------
<S>                   <C>              <C>
Raw materials         $1,200,362       $1,175,453
Work in process          551,776          796,100
Finished goods           210,369          144,272
                      ----------       ----------
                      $1,962,507       $2,115,825
                      ==========       ==========
</TABLE>

NOTE 3 SEGMENT INFORMATION AND CONCENTRATIONS

     The Company has two strategic business units: the civilian market and the
     military market. The military market is further broken down between local
     and export sales in order to better analyze trends in sales and profit
     margins. The Company does not allocate assets between segments because
     several assets are used in more than one segment and any allocation would
     be impractical.

     (A) SALES AND INCOME FROM OPERATIONS:

<TABLE>
<CAPTION>

                              Civilian                           Military
                                Local        Military Local      Export         Consolidated
                              ----------       ----------       ----------       ----------
<S>                           <C>              <C>              <C>              <C>
March 31, 2004
 Net Sales                    $  257,087       $  442,017       $3,046,975       $3,746,079
 Income from operations           40,669           99,178          398,776          538,623

March 31,2003
 Net Sales                    $  421,532       $  998,747       $1,747,865       $3,168,144
 Income from operations           73,316           97,562          211,430          382,308
</TABLE>

     (B) SINGLE CUSTOMERS EXCEEDING 10% OF SALES:

<TABLE>
<CAPTION>

Sales                                 2004             2003
                                   ----------       ----------
<S>                                <C>              <C>
Customer A (Military Local)        $        -       $  324,432
Customer B (Military Export)       $1,731,656       $  618,902
</TABLE>


                                       8
<PAGE>



                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A)  EXHIBITS

99.1 Certification by Chief Executive Officer pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002.

99.2 Certification by Chief Financial Officer pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002.

99.3 Certification by Chief Executive Officer pursuant to 18 U.S.C. Section
     1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.4 Certification by Chief Financial Officer pursuant to 18 U.S.C. Section
     1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


                                       9
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                  DEFENSE INDUSTRIES INTERNATIONAL, INC.
                                  (Registrant)


                                    /S/ Joseph Postbinder
                                  ________________________
                                  Name: Joseph Postbinder
                                  Chief Executive Officer


                                    /S/ Tsippy Moldovan
                                  ________________________
                                  Name: Tsippy Moldovan
                                  Chief Financial Officer


                                       10
<PAGE>


                                                                    EXHIBIT 99.1

                    CERTIFICATION PURSUANT TO SECTION 302(A)
                        OF THE SARBANES-OXLEY ACT OF 2002

     I, Joseph Postbinder, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB/A of Defense
     Industries International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 15(e) and 15d- 15(e)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986]

(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: May 18, 2004


/S/ Joseph Postbinder
_______________________________
Joseph Postbinder
Chief Executive Officer


<PAGE>


                                                                    EXHIBIT 99.2

                    CERTIFICATION PURSUANT TO SECTION 302(A)
                      OF THE SARBANES-OXLEY ACT OF 2002 I,



I, Tsippy Moldovan, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB/A of Defense
     Industries International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 15(e) and 15d- 15(e)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986]

(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: May 18, 2004


/S/ Tsippy Moldovan
________________________________
Tsippy Moldovan
Chief Financial Officer


<PAGE>


                                                                    EXHIBIT 99.3

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Defense Industries
International, Inc. (the "Company") on Form 10-QSB/A for the period ending March
31, 2004 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Joseph Postbinder, Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.


/S/ Joseph Postbinder
________________________________
Joseph Postbinder
Chief Executive Officer
May 18, 2004


<PAGE>


                                                                    EXHIBIT 99.4

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Defense Industries
International, Inc. (the "Company") on Form 10-QSB/A for the period ending March
31, 2004 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Tsippy Moldovan, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.


/S/ Tsippy Moldova
_____________________________
Tsippy Moldovan
Chief Financial Officer
May 18, 2004