OMB APPROVAL                                                   

                                  UNITED STATES                      OMB Number: 3235-0058                     
                       SECURITIES AND EXCHANGE COMMISSION            Expires: March 31, 2006    
                             WASHINGTON, D.C. 20549                  Estimated average burden   
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                                   FORM 12B-25                       SEC FILE NUMBER                                       
                           NOTIFICATION OF LATE FILING               0-25942             
                                                                                    
                                                                     CUSIP NUMBER   
                                                                     784878 10 0        
                                                                                                              
                                                                                                                 

 (CHECK ONE)   [X] Form 10-K   [_] Form 20-F    [_] Form 11-K   [_] Form 10-Q                  
               [_] Form N-SAR  [_] Form N-CSR                                                     

               For Period Ended:  DECEMBER 31, 2004
               [_] Transition Report on Form 10-K
               [_] Transition Report on Form 20-F
               [_] Transition Report on Form 11-K
               [_] Transition Report on Form 10-Q
               [_] Transition Report on Form N-SAR
                   For the Transition Period Ended: _________________________________



  READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
            NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE
           COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Not applicable.

PART I - REGISTRANT INFORMATION

DEFENSE INDUSTRIES INTERNATIONAL INC.
Full Name of Registrant

PAWNBROKERS EXCHANGE, INC.
Former Name if Applicable

INDUSTRIAL ZONE EREZ, P.O. BOX 779
Address of Principal Executive Office (STREET AND NUMBER)

ASHKELON, ISRAEL 78101
City, State and Zip Code

PART II - RULES 12B-25(B) AND (C)

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

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

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

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

                      
                     PERSONS WHO ARE TO RESPOND TO THE COLLECTIONS OF  
                     INFORMATION CONTAINED IN THIS FORM ARE NOT        
                     REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A    
SEC 1344 (07-03)     CURRENTLY VALID OMB CONTROL NUMBER.               
                     



PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.

The Registrant's accountants were unable to complete their review of the
Registrant's financial statements in a timely manner without unreasonable effort
and expense.



PART IV - OTHER INFORMATION

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

     Baruch Tosh 
     ----------- 
     (Name) 

     011-972-3-9223022
     -----------------
     (Area Code)(Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter period that the
     registrant was required to file such report(s) been filed? If answer is no,
     identify report(s).        [X] Yes [_] No

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

          As reflected in the Registrant's quarterly report for the period ended
     September 30, 2004, its revenues and net income have increased
     substantially.


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

                     Defense Industries International Inc.
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date:    March 31, 2005                              By: /s/ Baruch Tosh
                                                     -------------------
                                                     Baruch Tosh
                                                     President


         INSTRUCTION: The form may be signed by an executive officer of the
         Registrant or by any other duly authorized representative. The name and
         title of the person signing the form shall be typed or printed beneath
         the signature. If the statement is signed on behalf of the Registrant
         by an authorized representative (other than an executive officer),
         evidence of the representative's authority to sign on behalf of the
         registrant shall be filed with the form.

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                                    ATTENTION

        INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
                   CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS


1.   This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed original and four conformed copies of this form and amendments
     thereto must be completed and filed with the Securities and Exchange
     Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
     General Rules and Regulations under the Act. The information contained in
     or filed with the form will be made a matter of public record in the
     Commission files.

3.   A manually signed copy of the form and amendments thereto shall be filed
     with each national securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the notifications must also be filed on form 12b-25 but need
     not restate information that has been correctly furnished. The form shall
     be clearly identified as an amended notification.

5.   ELECTRONIC FILERS. This form shall not be used by electronic filers unable
     to timely file a report solely due to electronic difficulties. Filers
     unable to submit a report within the time period prescribed due to
     difficulties in electronic filing should comply with either Rule 201 or
     Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or
     apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
     S-T (ss.232.13(b) of this chapter).


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