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

                                   FORM 10-QSB

[X]  Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934 for the quarterly period ended September 30, 2003

[_]  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 November 13, 2003 the Issuer had 25,350,000 shares of Common Stock,
0.0001 value per share, outstanding.

     Transitional Small Business Disclosure Format (check one):

                                 Yes [_] No [X]

<PAGE>


                     DEFENSE INDUSTRIES INTERNATIONAL, INC.
             (FORMERLY PAWNBROKERS EXCHANGE, INC.) AND SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>

                                                                                        PAGE

PART I - FINANCIAL INFORMATION:

<S>       <C>                                                                           <C>
Item 1.    Condensed Consolidated Balance Sheets as of September 30, 2003
           (Unaudited) and December 31, 2002                                              1

           Condensed Consolidated Statements of Income and Comprehensive Income
           for the Three and Nine Months Ended September 30, 2003 and 2002
           (Unaudited)                                                                    3

           Condensed Consolidated Statements of Cash Flows
           For the Nine Months Ended September 30, 2003 and 2002 (Unaudited)              5

           Notes to Condensed Consolidated Financial Statements
           (Unaudited)                                                                    6

Item 2     Management's Discussion and Analysis of
           Financial Condition and Results of Operations                                 11

Item 3.    Controls and Procedures                                                       17



PART II - OTHER INFORMATION:

Item 4.    Submission of Matters to a Vote of Shareholders                               18

Item 5.    Other Information                                                             18

Item 6.    Exhibits and Reports on Form 8-K                                              18

           Signatures                                                                    19
</TABLE>

<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.

                     DEFENSE INDUSTRIES INTERNATIONAL, INC.
             (FORMERLY PAWNBROKERS EXCHANGE, INC.) AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                           September 30, 2003
     ASSETS                                                   (Unaudited)       December 31, 2002
     ------                                                ------------------   -----------------
<S>                                                           <C>                   <C>
CURRENT ASSETS
 Cash and cash equivalents                                   $  474,528            $  831,820
 Trade accounts receivable, net                               2,133,809             1,965,918
 Trade accounts receivable - related parties, net               236,080               209,165
 Inventories                                                  2,494,909             1,734,966
 Note receivable - officer                                            -               380,986
 Deferred taxes                                                 164,534               153,294
 Other assets                                                   304,565               186,868
                                                             ----------            ----------
       Total Current Assets                                   5,808,425             5,463,017
                                                             ----------            ----------
PROPERTY, PLANT AND EQUIPMENT, NET                            1,739,612             1,847,642
                                                             ----------            ----------
OTHER ASSETS
 Investment in Israeli and U.S. marketable securities           594,422               479,595
 Deposits for the severance of employer-employee relations      462,928               414,350
 Deferred taxes                                                 171,703               171,703
 Intangible assets                                               43,064                47,475
                                                             ----------            ----------
       Total Other Assets                                     1,272,117             1,113,123
                                                             ----------            ----------

TOTAL ASSETS                                                 $8,820,154            $8,423,782
                                                             ==========            ==========

</TABLE>

     The accompanying notes are an integral part of the condensed consolidated
financial statements.


                                       1
<PAGE>


                         PART I - FINANCIAL INFORMATION

                     DEFENSE INDUSTRIES INTERNATIONAL, INC.
             (FORMERLY PAWNBROKERS EXCHANGE, INC.) AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED BALANCE SHEETS (CONT.)


<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
                                                                  September 30, 2003
                                                                     (Unaudited)     December 31, 2002
                                                                 ------------------  -----------------
<S>                                                                 <C>                  <C>

CURRENT LIABILITIES
 Short-term line of credit                                        $   678,333        $   425,998
 Trade accounts payable                                             1,088,972            982,802
 Current portion of long-term debt                                    423,768            435,152
 Other liabilities                                                    662,800            748,188
                                                                  -----------        -----------
       Total Current Liabilities                                    2,853,873          2,592,140
                                                                  -----------        -----------
LONG-TERM LIABILITIES
 Long-term portion of debt                                            505,627            762,732
 Provision for the severance of employer-employee relations           376,583            397,936
 Minority interest                                                    847,014            817,888
                                                                  -----------        -----------
       Total Long-Term Liabilities                                  1,729,224          1,978,556
                                                                  -----------        -----------
TOTAL LIABILITIES                                                   4,583,097          4,570,696
                                                                  -----------        -----------
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 and 25,100,000 issued and
  outstanding, respectively                                             2,535              2,510
 Common stock to be issued (250,000 shares)                                 -                 25
 Additional paid-in capital                                         1,711,450          1,711,450
 Retained earnings                                                  2,782,614          2,640,010
 Accumulated other comprehensive loss                                (259,542)          (457,909)
 Deferred consulting expense                                                -            (43,000)
                                                                  -----------        -----------
       Total Shareholders' Equity                                   4,237,057          3,853,086
                                                                  -----------        -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                        $ 8,820,154        $ 8,423,782
                                                                  ===========        ===========
</TABLE>


     The accompanying notes are an integral part of the condensed consolidated
financial statements.

<PAGE>


                     DEFENSE INDUSTRIES INTERNATIONAL, INC.
             (FORMERLY PAWNBROKERS EXCHANGE, INC.) AND SUBSIDIARIES
   CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                               For the Three      For the Three     For the Nine       For the Nine
                                                               Months Ended       Months Ended      Months Ended       Months Ended
                                                               September 30,      September 30,     September 30,      September 30,
                                                                   2003               2002              2003               2002
                                                                ----------         ----------        ----------         ----------
<S>                                                             <C>                <C>               <C>                <C>
REVENUES                                                       $ 1,960,300        $ 2,586,107       $ 7,080,702        $ 7,899,742
 Cost of sales and processing                                    1,464,340          1,778,018         5,142,726          5,045,126
                                                                ----------         ----------        ----------         ----------
 Gross profit                                                      495,960            808,089         1,937,976          2,854,616
                                                                ----------         ----------        ----------         ----------

OPERATING EXPENSES
 Selling                                                           210,417            106,593           592,688            429,276
 General and administrative                                        335,160            349,113         1,029,214            948,278
                                                                ----------         ----------        ----------         ----------

TOTAL OPERATING EXPENSES                                           545,577            455,706         1,621,902          1,377,554
                                                                ----------         ----------        ----------         ----------
INCOME (LOSS) FROM OPERATIONS                                      (49,617)           352,383           316,074          1,477,062
                                                                ----------         ----------        ----------         ----------

OTHER INCOME (EXPENSE)
 Financial income (expense), net                                   (42,699)           (32,988)         (200,592)           (99,283)
 Other income, net                                                  71,275              1,077            97,290             13,997
                                                                ----------         ----------        ----------         ----------

TOTAL OTHER INCOME (EXPENSE)                                        28,576            (31,911)         (103,302)           (85,286)
                                                                ----------         ----------        ----------         ----------

INCOME (LOSS) BEFORE INCOME TAXES                                  (21,041)           320,472           212,772          1,391,776
 Income tax (expense) benefit                                       59,827            (64,679)          (65,086)          (472,760)
                                                                ----------         ----------        ----------         ----------

INCOME BEFORE MINORITY INTEREST                                     38,786            255,793           147,686            919,016
 Minority interest (income) loss                                     2,102           (112,927)           (5,082)          (154,267)
                                                                ----------         ----------        ----------         ----------

NET INCOME                                                     $    40,888        $   142,866       $   142,604        $   764,749
                                                                ==========         ==========        ==========         ==========

OTHER COMPREHENSIVE INCOME (LOSS)
 Foreign currency translation gain (loss), net of
  minority interest translation gain or loss                        83,692            (40,498)          193,239           (203,626)
 Unrealized gain (loss) on available-for-sale securities          (109,730)           (36,682)            5,128            (89,572)
                                                                ----------         ----------        ----------         ----------
 Other comprehensive income (loss) before tax                      (26,038)           (77,180)          198,367           (293,198)
 Income tax (expense) benefit related to items of other
  comprehensive income                                               9,374             27,785           (71,412)           105,551
                                                                ----------         ----------        ----------         ----------

TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX                (16,664)           (49,395)          126,955           (187,647)
                                                                ----------         ----------        ----------         ----------

COMPREHENSIVE INCOME                                           $    24,224        $    93,471       $   269,559        $   577,102
                                                                ==========         ==========        ==========         ==========

 Net income per share - basic and diluted                                -              $0.01             $0.01              $0.03
                                                                ==========         ==========        ==========         ==========
 Weighted average number of shares outstanding during the
  period - basic and diluted                                    25,350,000         25,400,000        25,350,000         24,017,582
                                                                ==========         ==========        ==========         ==========
</TABLE>


     The accompanying notes are an integral part of the condensed consolidated
financial statements.

<PAGE>


                     DEFENSE INDUSTRIES INTERNATIONAL, INC.
             (FORMERLY PAWNBROKERS EXCHANGE, INC.) AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                    For The Nine           For The Nine
                                                                    Months Ended           Months Ended
                                                                    September 30,          September 30,
                                                                        2003                   2002
                                                                  ----------------      ------------------
<S>                                                                  <C>                   <C>
       CASH FLOWS FROM OPERATING ACTIVITIES:
        Net Income                                                  $ 142,604              $ 764,749
         Adjustments to reconcile net income to net cash
        (used in) provided by operating activities:
          Depreciation and amortization                               222,187                211,740
          Provision for doubtful accounts                               7,064                      -
          Gain from sale of marketable securities                     (97,290)                     -
          Deferred consulting expense recognized from
          stock issued for services                                    43,000                 86,000
          Minority interest in income of subsidiary                     5,082                154,267
        Changes in operating assets and liabilities:
          (Increase) decrease in trade accounts receivable           (201,870)               348,900
          (Increase) decrease in inventory                           (759,943)               472,232
          (Increase) decrease in deferred taxes                       (11,240)               360,623
          (Increase) in other assets                                 (117,697)              (114,290)
          (Increase) decrease in deposits for employee
          severances                                                  (48,578)               101,241
          Increase (decrease) in trade accounts payable               106,170               (324,135)
          (Decrease) in other liabilities                             (85,388)              (557,707)
          (Decrease) in provision for employee severance              (21,353)               (32,123)
                                                                     --------              ---------
                Net Cash (Used In) Provided By Operating
                Activities                                           (817,252)             1,471,497
                                                                     --------              ---------

       CASH FLOWS FROM INVESTING ACTIVITIES:
        Purchase of property, plant and equipment                     (66,128)              (111,381)
        Proceeds from sale of property, plant and
        equipment                                                           -                  3,171
        Proceeds from sale of marketable securities                   781,685                      -
        Investment in marketable securities                          (759,366)               (27,753)
        Funds advanced on behalf of officer                                 -               (400,000)
        Proceeds received from repayment of officer note
        receivable                                                    380,986                      -
                                                                     --------              ---------
                Net Cash Provided By (Used In) Investing
                Activities                                            337,177               (535,963)
                                                                     --------              ---------
</TABLE>


                                       4
<PAGE>


                     DEFENSE INDUSTRIES INTERNATIONAL, INC.
             (FORMERLY PAWNBROKERS EXCHANGE, INC.) AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT.)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                     For The Nine         For The Nine
                                                                     Months Ended         Months Ended
                                                                     September 30,        September 30,
                                                                         2003                 2002
                                                                   ----------------    ------------------
<S>                                                                  <C>                    <C>
       CASH FLOWS FROM FINANCING ACTIVITIES:
        Short-term line of credit, net                                252,335               (201,282)
        Payments on long term debt                                   (268,489)              (755,776)
        Loan payable - related party                                        -                (47,432)
                                                                     --------               --------
                Net Cash (Used In) Financing Activities               (16,154)            (1,004,490)
                                                                     --------               --------

       Effect of exchange rate changes on cash                        138,937               (101,980)
                                                                     --------               --------

       NET (DECREASE) IN CASH AND CASH EQUIVALENTS                   (357,292)              (170,936)

       CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                831,820                781,996

       CASH AND CASH EQUIVALENTS - END OF PERIOD                     $474,528               $611,060
                                                                     ========               ========

       INTEREST PAID                                                 $147,308               $103,691
                                                                     ========               ========

       TAXES PAID                                                    $112,895               $ 94,008
                                                                     ========               ========

</TABLE>


     The accompanying notes are an integral part of the condensed consolidated
financial statements.



                                       5
<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. (formerly Pawnbrokers Exchange, Inc.
     ("PEI") (see below)) 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 Nazareth Elite.

     Effective March 25, 2002 PEI began doing business as Defense Industries
     International, Inc. On July 8, 2002, PEI changed its corporate domicile
     from the State of Utah to the State of Nevada (the "re-incorporation"). In
     order to accomplish the re-incorporation, PEI merged with and into its
     wholly owned subsidiary, Defense Industries International, Inc., a Nevada
     corporation organized on July 1, 2002. As a result of the re-incorporation,
     PEI's name was changed to Defense Industries International, Inc. Each share
     of PEI's capital stock issued and outstanding on the effective date was
     converted into and exchanged for one share of Defense Industries
     International, Inc. capital stock. Defense Industries International, Inc.
     is authorized to issue 250,000,000 shares of $.0001 par value common stock
     and 50,000,000 shares of $.0001 par value preferred stock. As a result,
     common stock changed from no par value to a par value of $.0001.

     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.



                                       6
<PAGE>


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

     (D) PER SHARE DATA

     Basic net income per common share is computed based on the weighted average
     common shares outstanding during the period. Diluted net income per common
     share is computed based on the weighted average common shares and common
     stock equivalents outstanding during the period. The computation of
     weighted average common shares outstanding gives retroactive effect to the
     recapitalization discussed in Note 4. There were no common stock
     equivalents outstanding because the exercise price of the common stock
     equivalents exceeded the average market price of the stock. Accordingly, a
     reconciliation between basic and diluted earnings per share is not
     presented.

     (E) INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     The condensed consolidated financial statements as of September 30, 2003
     and for the three and nine months ended September 30, 2003 and 2002 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 and nine months ended
     September 30, 2003 and 2002 are not necessarily indicative of the results
     to be expected for the full year. The condensed consolidated balance sheet
     information as of December 31, 2002 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.

     (F) RECENT ACCOUNTING PRONOUNCEMENTS

     In January 2003, The FASB issued Interpretation No. 46, "CONSOLIDATION OF
     VARIABLE INTEREST ENTITIES", an interpretation of Accounting Research
     Bulletin ("ARB") No. 51, "Consolidated Financial Statements".
     Interpretation No. 46 addresses consolidation by business enterprises of
     variable interest entities, which have one or both of the following
     characteristics: (i) the equity investment at risk is not sufficient to
     permit the entity to finance its activities without additional subordinated
     support from other parties, which is provided through other interest that
     will absorb some or all of the expected losses of the entity; (ii) the
     equity investors lack one or more of the following essential
     characteristics of a controlling financial interest: the direct or indirect
     ability to make decisions about the entities activities through voting
     rights or similar rights; or the obligation to absorb the expected losses
     of the entity if they occur, which makes it possible for the entity to
     finance its activities; the right to receive the expected residual returns
     of the entity if they occur, which is the compensation for the risk of
     absorbing the expected losses.


                                       7
<PAGE>


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


     Interpretation No. 46 also requires expanded disclosures by the primary
     beneficiary (as defined) of a variable interest entity and by an enterprise
     that holds a significant variable interest in a variable interest entity
     but is not the primary beneficiary. Interpretation No. 46 applies
     immediately to variable interest entities created after January 31, 2003,
     and to variable interest entities in which an enterprise obtains an
     interest after that date. It applies in the first fiscal year or interim
     period beginning after June 15, 2003, to variable interest entities in
     which an enterprise holds a variable interest that it acquired before
     February 1, 2003.

     In June 2003, the FASB issued an Exposure Draft for proposed SFAS entitled
     "QUALIFYING SPECIAL PURPOSE ENTITIES ("QSPE") AND ISOLATION OF TRANSFERRED
     ASSETS", an amendment of SFAS No. 140 ("The Exposure Draft"). The Exposure
     Draft is a proposal that is subject to change and as such, is not yet
     authoritative. If the proposal is enacted in its current form, it will
     amend and clarify SFAS 140. The Exposure Draft would prohibit an entity
     from being a QSPE if it enters into an agreement that obliged a transferor
     of financial assets, its affiliates, or its agents to deliver additional
     cash or other assets to fulfill the special-purposes entity's obligation to
     beneficial interest holders.

     The Company believes that the adoption of the recent pronouncement will not
     have a material effect on the condensed consolidated financial statements.

NOTE 2 INVENTORY

     Inventory consisted of the following:
<TABLE>
<CAPTION>

                                      September 30,            December 31,
                                          2003                    2002
                                   ------------------      -------------------

<S>                                   <C>                      <C>
       Raw materials                  $1,658,709               $  927,821
       Work in process                   217,649                  584,487
       Finished goods                    618,551                  222,658
                                      ----------               ----------

                                      $2,494,909               $1,734,966
                                      ==========               ==========
</TABLE>

NOTE 3 NOTE RECEIVABLE - OFFICER

     On January 15, 2002, the Company loaned $400,000 to its controlling
     shareholder. The note was for a term of eleven months maturing December 15,
     2002, bearing interest of 8% and required quarterly prepaid interest
     payments only. As of September 30, 2003, the note and accrued interest of
     $33,095 were repaid.


                                       8
<PAGE>


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

NOTE 4 SHAREHOLDERS' EQUITY

     (A) RECAPITALIZATION

     On March 25, 2002, PEI, a reporting public company with no assets,
     liabilities or operations at that time, consummated a share exchange
     agreement (the "Agreement") with Export Erez USA, Inc., ("Export USA") a
     company incorporated in Delaware whereby all of the shareholders in Export
     USA had their shares converted into 21,000,000 shares or 84% of the common
     stock of PEI.

     Under generally accepted accounting principles, a company whose
     stockholders receive over fifty percent of the stock of the surviving
     entity in a business combination is considered the acquirer for accounting
     purposes. Accordingly, the transaction was accounted for as an acquisition
     of the Company and a recapitalization of Export USA. The condensed
     consolidated financial statements subsequent to the acquisition include the
     following: (1) the balance sheet consists of the net assets of the Company
     at historical costs (zero at the acquisition date) and the net assets of
     Export USA at historical cost. (2) the statement of operations consists of
     the operations of Export USA for the period presented and the operations of
     the Company from the recapitalization date.

     (B) ISSUANCES OF COMMON STOCK

     On July 30, 2002, the Company entered into a one-year agreement with a
     consultant whereby the consultant would assist the Company with investor
     relations. In return, the Company agreed to issue an aggregate of 700,000
     shares (payable in quarterly installments of 175,000 shares each) of common
     stock valued at $1,561,000, the fair market value of the common stock on
     the effective date of the agreement based on the prevailing market price.
     In December 2002, the agreement was canceled. In 2003, 150,000 shares
     (shown as to be issued as of December 31, 2002) were issued and no other
     shares are due to the consultant. Accordingly, $133,800 was recognized as
     consulting expense for the nine months ended September 30, 2002.

     On April 8, 2002, the Company entered into a one-year agreement with a
     consultant whereby the Company issued 100,000 shares of common stock in
     return for future consulting services. The 100,000 shares were valued at
     $172,000, the fair market value of the common stock on the grant date based
     on the prevailing market price. Consulting expense of $43,000 and $86,000
     was recognized for the nine months ended September 30, 2003 and 2002,
     respectively.

     On November 29, 2001, the Company entered into a one-year agreement with a
     consultant whereby the consultant would assist the Company to acquire
     public listing on a stock exchange, to raise capital and to settle disputes
     the Company made against other companies. In return, the Company agreed to
     issue 10,000 shares of the Company's common stock monthly and to reimburse
     the consultant for out-of-pocket expenses. For settling the disputes, the
     consultant was also entitled to additional equity compensation. The
     agreement with the consultant was itself disputed during 2002 and a
     settlement was signed on May 1, 2003. Under the terms of the settlement,
     the Company agreed to issue 100,000 shares (shown as to be issued as of
     December 31, 2002) valued at $60,000 (based on the fair market value of the
     services provided since the Company's stock had not yet begun trading at
     the time the agreement was executed) and to pay $51,069 for reimbursement
     of out-of-pocket expenses.


                                       9
<PAGE>


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


NOTE 5 NEW JOINT VENTURE

     On May 20, 2003, the Company entered into a joint venture with a South
     American company to supply bulletproof vests to a local police authority.
     Under the terms of the agreement, the parties will collaborate on the
     development, manufacture and supply of products for an initial period of
     fifteen months. During the quarter ended September 30, 2003, the Company
     received an order for approximately $540,000, which is expected to be
     delivered in the fourth quarter.

NOTE 6 COMMITMENTS AND CONTINGENCIES

     On July 22, 2003, the Company assigned its licensing agreement with a
     firearms manufacturer to another corporation. The Company will still be
     able to provide certain products to the assignee to be sold and marketed
     under the firearms manufacturer's name. Under the assignment, the Company
     is relieved of certain contingent liabilities associated with the agreement
     including minimum royalties, the cost of securing and maintaining product
     liability insurance, and allotting a substantial marketing budget.

NOTE 7 SEGMENT INFORMATION

     The Company has two strategic business units: the civilian market and the
     military market. The military market is further separated 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.
<TABLE>
<CAPTION>

                                            Civilian Local       Military Local     Military Export   Consolidated
                                            --------------       --------------     ---------------   ------------
<S>                                          <C>                  <C>                <C>               <C>
       Nine Months Ended
       SEPTEMBER 30, 2003
       Net Sales                             $1,923,639           $2,155,768         $3,001,295        $7,080,702
       Income from operations                    73,140               89,664            153,270           316,074

       Nine Months Ended
       SEPTEMBER 30, 2002
       Net Sales                              $2,699,092          $3,272,312         $1,928,338        $7,899,742
       Income from operations                    660,149             514,804            302,109         1,477,062
</TABLE>


                                       10
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     THE FOLLOWING IS MANAGEMENT'S DISCUSSION AND ANALYSIS OF CERTAIN
SIGNIFICANT FACTORS WHICH HAVE AFFECTED OUR FINANCIAL POSITION AND OPERATING
RESULTS DURING THE PERIODS INCLUDED IN THE ACCOMPANYING CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS. THE DISCUSSION AND ANALYSIS WHICH FOLLOWS MAY CONTAIN
TREND ANALYSIS AND OTHER FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934 WHICH REFLECT OUR CURRENT
VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL RESULTS. THESE INCLUDE
STATEMENTS REGARDING OUR EARNINGS, PROJECTED GROWTH AND FORECASTS, AND SIMILAR
MATTERS THAT ARE NOT HISTORICAL FACTS. WE REMIND SHAREHOLDERS THAT
FORWARD-LOOKING STATEMENTS ARE MERELY PREDICTIONS AND THEREFORE ARE INHERENTLY
SUBJECT TO UNCERTAINTIES AND OTHER FACTORS THAT COULD CAUSE THE FUTURE RESULTS
TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS.

CRITICAL ACCOUNTING POLICIES

     We have identified the following policies as critical to the understanding
of our financial statements. The preparation of our condensed consolidated
financial statements 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 condensed consolidated
financial statements and the reported amounts of sales and expenses during the
reporting periods. An area where significant judgments are made is inventory
valuation and actual results could differ materially from these estimates. Our
condensed consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America.

     REVENUES AND REVENUE RECOGNITION. Revenues from sales of products are
recognized under the completed contract method upon shipment to customers. The
contracts are short term, generally under two months. We provide a warranty on
goods ranging from three to four years. Our policy is to consider the
establishment of a reserve for warranty expenses. Based upon historical
experience of no warranty claims, we have not established a reserve at December
31, 2002 and September 30, 2003.

     FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS. The functional currency of
Export Erez, Ltd., Mayotex Ltd., and Achidatex Nazareth Elite is the New Israeli
Shekel, or NIS. The functional currency of Dragonwear Trading Ltd. is the Cyprus
Pound, or CYP. The financial statements of Dragonwear are translated into NIS.
The financial statements for all of these entities are then translated into
United States dollars from NIS at quarter-end exchange rates as to assets and
liabilities and average exchange rates as to revenues and expenses. Capital
accounts are translated at their historical exchange rates when the capital
transactions occurred. Foreign currency transaction gains or losses from
transactions denominated in currencies other than NIS are recognized in net
income in the period the gain or loss occurs.

     COMPREHENSIVE INCOME (LOSS). Foreign currency translation gains and losses
resulting from the translation of the condensed consolidated financial
statements of our company and its subsidiaries expressed in NIS to United States
dollars are reported as Other Comprehensive Income (Loss) in the Statement of
Income and as Accumulated Other Comprehensive Income (Loss) in the Statement of
Shareholders' Equity. The unrealized gains and losses, net of tax, resulting
from the valuation of available-for-sale securities at their fair market value
at period end are reported as Other Comprehensive Income (Loss) in the Statement
of Income and as Accumulated Other Comprehensive Income (Loss) in the Statement
of Shareholders' Equity. A permanent decrease in the value of marketable
securities is reported as a loss in the Statements of Income.

     INVENTORIES. Inventories are valued at the lower of cost or market value
using the first-in first-out method. The cost includes expenses of freight-in
transportation. The specific identification method is used for finished goods
since all orders are custom orders for customers. Inventories write-offs and
write-down provisions are provided to cover risks arising from slow-moving items
or technological obsolescence.


                                       11
<PAGE>


     PROPERTY AND EQUIPMENT. Fixed assets are stated at cost less accumulated
depreciation. Depreciation is computed using the straight-line method over the
estimated useful lives of three to twenty-five years. These long-lived assets
are generally evaluated on an individual basis in making a determination as to
whether such assets are impaired. Periodically, we review our long-lived assets
for impairment based on estimated future non discounted cash flows attributed to
the assets. In the event such cash flows are not expected to be sufficient to
recover the recorded value of the assets, the assets are written down to their
estimated fair values.

     INCOME TAXES. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.

OVERVIEW

     We are a manufacturer and global provider of personal military and civilian
protective equipment and supplies. Our products are used by military, law
enforcement, border patrol enforcement, and other special security forces,
corporations, non-governmental organizations and individuals throughout the
world.

     Our main products include body armor, bomb disposal suits and bullet proof
vests and jackets, ballistic wall covering, helmets, bullet proof ceramic and
polyethylene panels, V.I.P. car armoring and one-way protective windows,
personal military equipment, battle pouch units and combat harness units, dry
storage units, liquid logistics, tents and vehicle covers, winter suits,
sleeping bags and backpacks.

     Our strategic objective is to be a leading global provider of personal
military and civilian protective equipment and supplies. We intend to realize
our strategic objective through the following:

     o    PURSUE STRATEGIC ACQUISITIONS. We intend to selectively pursue
          acquisitions that enhance our product lines and geographic presence in
          an effort to consolidate our highly fragmented industry and to create
          a more diverse and global reach for us in our marketplace.

     o    FOCUS ON INTERNAL GROWTH. We intend to focus on the internal expansion
          of our existing businesses, thereby placing us in a position to offer
          a more comprehensive portfolio of products to satisfy all of our
          customers' protective equipment needs.

     o    CAPITALIZE ON INCREASED DEMAND FOR OUR PRODUCTS. As a result of the
          terrorist attacks on September 11, 2001, and other recent world
          events, an increased emphasis on safety and protection now exists
          worldwide. This has translated into increased spending on personal,
          military and civilian protective equipment and supplies. We intend to
          participate in other existing and future government programs that
          require our products.

     o    EXPAND MARKETING EFFORTS. In the wake of the terrorist attacks of
          September 11, 2001, and other recent world events, a greater global
          recognition regarding the need for our products has materialized. We
          intend to capitalize on this increased interest in our products by
          broadening our marketing efforts in an attempt to create better
          awareness and global brand recognition of us and our products.

     o    EXPAND DISTRIBUTION NETWORK AND PRODUCT OFFERINGS. We intend to widen
          our distribution network through strategic acquisitions and the
          development of new products. We believe that a broader product line
          will enable us to both strengthen our relationships with existing
          customers and attract new customers.


                                       12
<PAGE>


RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED WITH THREE MONTHS ENDED SEPTEMBER
30, 2002 RESULTS OF OPERATIONS

     SALES AND GROSS PROFIT MARGIN. Sales for the three months ended September
30, 2003 declined to $1,960,300 from $2,586,107 for the same period in 2002.
This decrease is attributable to recession in the Israeli market as well as
decreases in the Israeli military budgets. The decrease in export sales from
$1,132,705 for the three months ended September 30, 2002 to $583,214 in the 2003
period is due to timing of the completion of orders in the 2003 period compared
to the prior period in 2002. Export sales for the nine months ended September
30, 2003 have increased by 56% to $3,001,295 compared to $1,928,338 for the same
period in 2002. We expect that our export sales will continue to increase in the
future because of our marketing efforts to create a better awareness and global
brand recognition of our company as well as for our products. We do not expect
that our sales in Israel will increase until the government implements a new
economic plan and not before the beginning of 2004.

     The breakdown of our sales for the three months ended September 30, 2003
and 2002 is as follows:
<TABLE>
<CAPTION>

                                                   2003                  2002
                                               ----------           ----------
<S>                                            <C>                  <C>
Sales to the local civilian market               $717,952             $687,433
Sales to the local military market                659,134              765,969
Export military sales                             583,214            1,132,705
                                               ----------           ----------
                                               $1,960,300           $2,586,107
                                               ==========           ==========
</TABLE>

     Our gross profit for the three months ended September 30, 2003 was $495,960
compared to $808,089 for the same period in 2002. This decrease in gross profit
is attributable to the decrease in total sales as well as to the drastic change
of approximately 18% in the ratio between the Euro (the currency we use for
purchasing the majority of our raw materials) and the US dollar (the currency we
receive for the majority of our sales), the contraction of the local market and
the product mix of our sales that was sold during the period. We believe that
our overseas sales will continue to grow, but that the level of profit from
future export sales will be higher as a result of a change in the composition of
the products to be exported. As a result, our gross profit margin for the three
months ended September 30, 2003 was 25.3% compared to 31.2% for the same period
in 2002.

     Our cost of sales for the three months ended September 30, 2003 was
$1,464,340 compared to $ 1,778,018 for the same the same period in 2002. This
decrease is primarily attributable to the decrease in sales.

     GENERAL AND ADMINISTRATIVE EXPENSES AND SELLING EXPENSES. General and
administrative costs for three months ended September 30, 2003 remained
relatively constant at $335,160 compared to $349,113 for the same period in
2002. Selling expenses for the three months ended September 30, 2003 were
$210,417 compared to $106,593 for the same period in 2002. This increase is
primarily attributable to increased costs associated with our export sales.

     INCOME TAX EXPENSES. Income tax benefit for the three months ended
September 30, 2003 was $59,827 as compared to income tax expenses of $64,679 for
the comparable period in 2002, reflecting the decline in net income.


                                       13
<PAGE>


     TOTAL OTHER INCOME (EXPENSE). Total other income, net for the three months
ended September 30, 2003 was $28,576 as compared to an expense of $31,911 for
the same period in 2002. This income is attributable to the realization of
profit from the sale of marketable securities.

     MINORITY INTEREST. For the three months ended September 30, 2003 we
recognized and recorded the minority interest share in our loss of $2,102
compared to their share in our income of $112,927 for the same period in 2002.

     NET INCOME. As a result of the foregoing our net income for the three
months ended September 30, 2003 was $40,888 compared to net income of $142,866
for the 2002 period.

     TOTAL OTHER COMPREHENSIVE LOSS. For the three months ended September 30,
2003 we reported total other comprehensive loss of $16,664, net of tax, compared
to a loss of $49,395, net of tax, in the 2002 period. In the 2003 period we had
foreign currency translation gains of $83,692 arising from the decline of the
dollar against the NIS, compared to a loss of $40,498 in the 2002 period. We
also had $109,730 of unrealized loss on securities held that are available for
sale, as compared to a loss of $36,682 in the 2002 period. This other
comprehensive income in 2003 was offset in part by the tax benefit of $9,374. In
2002 we had other comprehensive tax benefit of $27,785.

NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED WITH NINE MONTHS ENDED SEPTEMBER
30, 2002 RESULTS OF OPERATIONS

     SALES AND GROSS PROFIT MARGIN. Sales for the nine months ended September
30, 2003 decreased to $7,080,702 from $7,899,742 for the same period in 2002.
This decrease resulted from the recession in the Israeli market as well as the
decreases in the Israeli military budgets. The increase in export sales from
$1,928,338 for the nine months ended September 30, 2002 to $3,001,295 in the
2003 period was due to the successful implementation of our growth plan.

     The breakdown of our sales for the nine months ended September 30, 2003 and
2002 is as follows:
<TABLE>
<CAPTION>

                                            2003                     2002
                                        -----------              -----------
<S>                                      <C>                      <C>
Sales to the local civilian market        1,923,639              $ 2,699,092
Sales to the local military market        2,155,768                3,272,312
Export military sales                     3,001,295                1,928,338
                                        -----------              -----------
                                        $ 7,080,702              $ 7,899,742
                                        ===========              ===========
</TABLE>

     Gross profit for the nine months ended September 30, 2003 decreased to
$1,937,976 from $2,854,616 for the same period in 2002. This decrease is
attributable to the decrease in total sales, and to the increase in overseas
sales, which are characterized by lower margins compared to local sales, as well
as to the drastic change of approximately 18% in the ratio between the Euro (the
currency we use for purchasing the majority of our raw materials) and the US
dollar (the currency we receive for the majority of our sales), the contraction
of the local market and the product mix of our sales that was sold during the
period. As a result, our gross profit margin for the nine months ended September
30, 2003 was 27.4% compared to 36.1% for the same period in 2002.

     The cost of sales for the nine months ended September 30, 2003 was
$5,142,726 compared to $5,045,126 for the same the same period in 2002. This
increase is primarily attributable to increased overseas sales, which generally
consist of products that are more expensive to produce as well as to the drastic
change of approximately 18% in the ratio between the Euro (the currency we use
for purchasing the majority of our raw materials) and the US dollar (the
currency we receive for the majority of our sales), the contraction of the local
market and the product mix of our sales that was sold during the period.


                                       14
<PAGE>


     GENERAL AND ADMINISTRATIVE EXPENSES AND SELLING EXPENSES. General and
administrative costs for nine months ended September 30, 2003 increased to
$1,029,214 from $948,278 for the same period in 2002. This increase is due to
increased professional expenditures, such as legal fees advertising, consultants
and market analysts. Selling expenses for the nine months ended September 30,
2003 were $592,688 compared to $429,276 for the same period in 2002. The
increase in selling expenses is attributable to the Company's effort's to
penetrate the global marketplace and expand the awareness and market recognition
of our company and products.

     INCOME TAX EXPENSES. Income tax expense for the nine months ended September
30, 2003 was $65,086 as compared to $472,760 for the comparable period in 2002.
The reduction in income taxes is a result of the decrease in net income.

     TOTAL OTHER EXPENSE. Total other expense, net for the nine months ended
September 30, 2003 was $103,302 as compared to $85,286 for the same period in
2002. This increase is attributable to increased financial expenses, arising
from higher interest rates in the 2003 period.

     MINORITY INTEREST. For the nine months ended September 30, 2003 we
recognized and recorded minority interest income of $5,082 compared to $154,267
for the same period in 2002.

     NET INCOME. As a result of the foregoing, our net income for the nine
months ended September 30, 2003 was $142,604 compared to $764,749 for the 2002
period.

     TOTAL OTHER COMPREHENSIVE INCOME (LOSS). For the nine months ended
September 30, 2003 we reported total other comprehensive income of $126,955, net
of tax, compared to a total other comprehensive loss of $187,647, net of tax in
the 2002 period. In the 2003 period we had foreign currency translation gains of
$193,239 compared to a loss of $203,626 in the comparable 2002 period. This
resulted from the decrease in the NIS against the dollar in the 2002 period and
the increase of the NIS against the dollar in the 2003 period. In the 2003
period we also had $5,128 of unrealized gain on securities available for sale as
compared to a loss of $89,572 in the 2002 period. As a result of the gains in
the 2003 period we recorded $71,412 in tax expenses as compared to a tax benefit
of $105,551 in 2002.

RECENT ACCOUNTING PRONOUNCEMENTS

     In January 2003, The FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities", an interpretation of Accounting Research Bulletin
("ARB") No. 51, "Consolidated Financial Statements". Interpretation No. 46
addresses consolidation by business enterprises of variable interest entities,
which have one or both of the following characteristics: (i) the equity
investment at risk is not sufficient to permit the entity to finance its
activities without additional subordinated support from other parties, which is
provided through other interest that will absorb some or all of the expected
losses of the entity; (ii) the equity investors lack one or more of the
following essential characteristics of a controlling financial interest: the
direct or indirect ability to make decisions about the entities activities
through voting rights or similar rights; or the obligation to absorb the
expected losses of the entity if they occur, which makes it possible for the
entity to finance its activities; the right to receive the expected residual
returns of the entity if they occur, which is the compensation for the risk of
absorbing the expected losses.

     Interpretation No. 46 also requires expanded disclosures by the primary
beneficiary (as defined) of a variable interest entity and by an enterprise that
holds a significant variable interest in a variable interest entity but is not
the primary beneficiary. Interpretation No. 46 applies immediately to variable
interest entities created after January 31, 2003, and to variable interest
entities in which an enterprise obtains an interest after that date. It applies
in the first fiscal year or interim period beginning after June 15, 2003, to
variable interest entities in which an enterprise holds a variable interest that
it acquired before February 1, 2003.


                                       15
<PAGE>


     In June 2003, the FASB issued an Exposure Draft for proposed SFAS entitled
"Qualifying Special Purpose Entities ("QSPE") and Isolation of transferred
Assets", an amendment of SFAS No. 140 ("The Exposure Draft"). The Exposure Draft
is a proposal that is subject to change and as such, is not yet authoritative.
If the proposal is enacted in its current form, it will amend and clarify SFAS
140. The Exposure Draft would prohibit an entity from being a QSPE if it enters
into an agreement that obliged a transferor of financial assets, its affiliates,
or its agents to deliver additional cash or other assets to fulfill the
special-purposes entity's obligation to beneficial interest holders.

     The Company believes that the adoption of the recent pronouncement will not
have a material effect on the condensed consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

     As of September 30, 2003, we had $474,528 in cash and cash equivalents and
our working capital was $2,954,552. Our current activities are financed by short
and long term bank loans offset by short term deposits. Our decision to incur
additional short term debt this year was based on our consideration of the
prevailing yields on our deposits compared to the cost of short term loans. Our
long term loans arose from acquisition of Achidatex and are payable over five
years.

     Net cash used in operating activities was $817,252 for the nine months
September 30, 2003. Out of this amount, $201,870 was attributable to increase in
trade accounts receivable, $117,697 was attributable to increase in other
assets, $759,943 was attributable to increase in inventory and $85,388 was
attributable to decrease in other liabilities. This was offset by an increase in
trade accounts payable of $106,170.

     The increase in accounts receivable at September 30, 2003 compared to year
end was the result of the increase in overseas sales in the third quarter of
2003 as well as the fact that the Israeli Ministry of Defense has extended
payment terms for an additional 30 days. The increase in inventory for the nine
months ended September 30, 2003 was primarily due to our anticipation of
upcoming orders.

     Net cash provided by investing activities was $337,177 for the nine months
ended September 30, 2003. During the nine months ended September 30, 2003, we
used $66,128 for the purchases of property and equipment and $759,366 for
investment in marketable securities. This was offset by $781,685 from the
proceeds of the sale of the marketable securities and the $380,986 repayment of
a note receivable and accrued interest by an officer.

     We anticipate increasing our research and development expenditures in 2003
and 2004, primarily with respect to ballistic helmets, stab-resistant fabric,
ceramic ballistic plates, ballistic wall covering and one-way protective
windows. We anticipate total research and development expenses for 2003 and 2004
will be approximately $150,000 and $750,000, respectively. The development of
these products will be by staff engineers. We expect that production of these
products will start by the end of 2003, increasing to full production by the
year 2006. We anticipate that in order to fund the research and development for
these products, we may seek to raise capital by means of an offering of our
equity securities. If we are unable to effect an offering of our securities, we
may fund our research and development expenditures through our operating funds.
In such event, the timing of our anticipated research and development and
subsequent production schedule would be delayed.

     We believe that we have sufficient funds to fund our operations during the
remainder of 2003.


                                       16
<PAGE>


MARKET RISK

     At September 30, 2003 and December 31, 2002, we held cash and cash
equivalents in the aggregate amount of $474,528 and $831,820, respectively, most
of these amounts were deposited with Israeli banks. Under Israeli law, the Bank
of Israel insures all bank deposits without limits on the amount. Therefore, we
do not anticipate losses in respect to these items.

     The majority of our sales are made to government institutions and private
industry in Israel. Consequently, we believe that our exposure to credit risks
relating to trade receivables is limited. Overseas sales are usually covered by
a letter of credit and are performed through major financial institutions;
therefore the exposure risk is limited. We perform ongoing credit evaluations of
our customers and generally do not require collateral. An appropriate allowance
for doubtful accounts is included in trade accounts receivable.


ITEM 3. CONTROLS AND PROCEDURES

     Based on their evaluations, as of the end of the period covered by this
quarterly report on Form 10-QSB, our principal executive officer and principal
financial officer have concluded that the Company's disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and
Exchange Act of 1934 (the "Exchange Act")) are effective in timely alerting them
to material information required to be included in our periodic Securities and
Exchange Commission filings. There have been no changes in the Company's
internal control over financial reporting during the third fiscal quarter of
2003 that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting including any
corrective actions with regard to significant deficiencies and material
weaknesses.


                                       17
<PAGE>


                           PART II - OTHER INFORMATION
             DEFENSE INDUSTRIES INTERNATIONAL, INC. AND SUBSIDIARIES

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

     None.

ITEM 5. OTHER INFORMATION




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A)  EXHIBITS

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

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

32.1 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.

32.2 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.

----------
(B) Reports on Form 8-K:


                                       18
<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



                                       19
<PAGE>



                                                                    EXHIBIT 31.1
                    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 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 13a-15(e) and 15d-15(e) for the registrant and we 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) 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

c) 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 (or 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 company's internal control over financial reporting

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 registrant's board of directors
(or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financing 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: November __, 2003

 /S/ JOSEPH POSTBINDER
----------------------
Joseph Postbinder
Chief Financial Officer

<PAGE>


                                                                    EXHIBIT 31.2

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

I, Tsippy Moldoven, certify that:

1. I have reviewed this quarterly report on Form 10-QSB 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 13a-15(e) and 15d-15(e) for the registrant and we 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) 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

c) 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 (or 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 company's internal control over financial reporting

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 registrant's board of directors
(or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financing 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: November __, 2003

 /S/ TSIPPY MOLDOVEN
-------------------
Tsippy Moldoven
Chief Financial Officer

<PAGE>



                                                                    EXHIBIT 32.1

                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 for the period ending
September 3o, 2003 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
November __, 2003



<PAGE>


                                                                    EXHIBIT 32.2

                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 for the period ending
September 30, 2003 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 MOLDOVAN
-------------------
Tsippy Moldovan
Chief Financial Officer
November __, 2003