SecProbe.io

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Mail Stop 3561

      September 29, 2005

Michael M. Ratner
Rizzo, Inc.
14812 Calvert Street
Van Nuys, California  91411

Re:	Defense Industries International, Inc.
      Registration Statement on Form SB-2
      Filed August 31, 2005
      File No. 333-128011
      Form 10-KSB for Fiscal Year Ended December 31, 2004
		Forms 10-QSB for Fiscal Quarters Ended March 31, 2005
		and June 30, 2005
		File No. 0-30105

Dear Mr. Ratner:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Registration Statement on Form SB-2

Inside Front Cover
1. Please remove the second paragraph on page 3.  The defined
entities should be clear from their context.

Notice Regarding Forward-Looking Statements, page 3
2. Please remove this section from the forepart of the document.
The
forepart should consist only of the prospectus cover page, inside
front cover, summary, and risk factors.
3. Also, please be aware that the statutory safe harbor provision
for
forward-looking statements does not apply to forward-looking
statements made with respect to the business or operations of a
penny
stock issuer.  See Section 27A(b)(1)(C) of the Securities Act of
1933.  As it appears you are a penny stock issuer, please revise
to
eliminate any reference to the Private Securities Litigation
Reform
Act of 1995.

Risk Factors, page 6
4. Please revise to avoid presenting risk factors that are generic
or
contain boilerplate language that could apply to any issuer or any
offering.  We believe a discussion of risk in generic terms does
not
tell your readers how the risk may affect their investment in you.
As examples, please consider the following risk factors:

* "We may be unable to compete or integrate acquisitions
effectively,
if at all, and as a result may incur unanticipated costs or
liabilities or operational difficulties."

* "Our resources may be insufficient to manage the demands imposed
by
any future growth."

* "We do not intend to pay dividends."

Use of Proceeds, page 15
5. In this section, please disclose the amount of proceeds you
will
receive if all the warrants you issued to the selling stockholders
are exercised.

Market for Common Equity and Related Stockholder Matters, page 15
6. Because you provide over-the-counter market quotations as the
source of your high and low bid information, please state that the
quotations reflect inter-dealer prices without retail mark-up,
mark-
down, or commission and may not represent actual transactions.
See
Item 201(a)(1)(ii) of Regulation S-B.

Compensation Plans, page 16
7. Please consider removing this subsection.  You are not required
to
provide this information in a registration statement filed under
the
Securities Act, except where it is part of a document that is
incorporated by reference into a prospectus.  See Instruction 9 to
Item 201(d) of Regulation S-B.

Management`s Discussion and Analysis of Financial Condition and
Results..., page 18
8. Please expand this section to discuss known material trends and
uncertainties that will have, or are reasonably likely to have, a
material impact on your revenues or income or result in your
liquidity decreasing or increasing in any material way.  Please
provide additional information about the quality and variability
of
your earnings and cash flows so that investors can ascertain the
likelihood of the extent past performance is indicative of future
performance.  Please discuss whether you expect levels to remain
at
this level or to increase or decrease.  Also, you should consider
discussing the impact of any changes on your earnings, economic or
industry-wide factors relevant to your company, and material
opportunities, challenges, and risks in the short and long term
and
the actions you are taking to address them.  Further, please
discuss
in reasonable detail:

* the trend toward consolidation you reference earlier in your
document;

* backlog orders, as mentioned on page 35 of your document, and
the
status of the orders for which you filed Forms 8-K, Item 8.01, in
May
and June of 2005;

* your financial condition and results of operations attributable
to
your various operating subsidiaries;

* your major clients; and

* the various countries from which you generate your greatest
revenues.

See Item 303 of Regulation S-B and SEC Release No. 33-8350.

9. Please revise your discussion of revenue and gross margin for
the
six months ended June 30, 2005 to quantify the impact of the Owen
Mills subsidiary.  Also, please revise to state the date you
acquired
this unit for accounting purposes.  If there was no increase in
sales
from operations that existed in both 2004 and 2005, please revise
to
state this fact, or explain the reason or reasons for any change.
10. Your explanation of sales and gross profit margin at December
31,
2004 explains why the exports sales increased over the prior year;
however, you have not explained why the local market sales
decreased.
Please revise to do so or tell us why no revision is appropriate.

Liquidity and Capital Resources, page 23
11. Your discussion of liquidity and capital resources for both
the
six months ended June 30, 2005 and the year ended December 31,
2004
does not appear to contain any information that is not readily
available from reading the statements of cash flows.  Please
revise
these sections to clearly state which changes in assets and
liabilities increased cash flows and which decreased them.  Also,
please expand the discussion to explain any material factors that
caused the period to period changes in your assets and
liabilities.
12. In explaining your calendar year 2004 net cash used in
investing
activities, you explain that you dedicated a part of the funds
derived from your net income to the purchase of property and
equipment and for increased inventory.  It is not clear what you
mean
by "funds derived from net income," since you report cash flow
from
operations and this includes the impact of inventory purchases as
an
item of operating cash flow.  Please revise to more clearly
quantify
and explain your purchases of property and equipment.  If future
operating results are an important factor in determining the
levels
of replacement or additions to property and equipment, you should
explain your plans in greater detail.  Please revise or advise.
13. In the third-to-last paragraph of this subsection, on page 24,
you state that all cash, shares, and warrants involved in the
private
placement transaction remained in escrow and had not been
distributed
to the various parties yet.  Please revise to discuss in greater
detail when the proceeds will be available to you in the regular
course.  In addition, please discuss the escrow agreement
provision
that allows you to receive proceeds earlier than otherwise to
purchase fixed assets.

Changes in and Disagreements With Accountants, page 26
14. It does not appear proper to state "none" in this section when
you filed an Item 4 Form 8-K reporting a change in accountants
within
the past two fiscal years.  Please consider revising to summarize
the
information about your change in accountants that was previously
reported or tell us why no revision is necessary.

Security Ownership of Certain Beneficial Owners and Management...,
page 42
15. It is unclear why you do not include Gov Financial Holdings
Ltd.
in your beneficial owners table on page 42, as it appears Gov
Financial Holdings Ltd. is the beneficial owner of more than five
percent of your common shares.  See Item 403(a) of Regulation S-B.
Please revise or advise.

Selling Stockholders, page 42
16. Please disclose whether any of your selling stockholders are
broker-dealers.  If so, please identify the stockholder as an
underwriter.
17. For each selling stockholder that is an affiliate of a broker-
dealer, please disclose the following, if true:

* the seller purchased the securities to be resold in the ordinary
course of business; and

* at the time of the purchase, the seller had no agreements or
understandings, directly or indirectly, with any person to
distribute
the securities.

Alternatively, if not true, please disclose that the stockholder
is
an underwriter.  We may have additional comments upon review of
your
response.

18. In the footnotes to your selling stockholder table, please
disclose clearly the nature of the shares held by each selling
stockholder.   For example, how many shares are held underlying
warrants?

Plan of Distribution, page 44
19. Please tell us whether any of the selling stockholders have
taken, or plan to take, a short position or other forms of hedges
in
the company`s common stock prior to this resale registration
statement`s effectiveness.  We note, for example, that the selling
stockholders may engage in hedging transactions and short sales.
Please note that creating short positions before the resale
registration statement`s effectiveness is inappropriate under
Section
5 of the Securities Act because the shares underlying the short
sales
are deemed to be sold at the time such sales are made.

Recent Sales of Unregistered Securities, page II-3
20. Please identify in the second paragraph the investors to whom
you
agreed to offer the securities and describe the facts relied upon
to
make the exemptions claimed available.

Exhibits, page II-4
21. Please indicate by footnote where you have filed Exhibits 10.1
and 10.2, the Form of Settlement and Release Agreement and the
Translation of the Employment Agreement with Baruch Tosh.  If
these
exhibits have not been filed yet, please file them with a
subsequent
amendment.
22. Please file the escrow agreement as an exhibit.
Exhibit 5, Opinion of McDonald Carano Wilson LLP
23. In the opinion`s third full paragraph, counsel appears to
assume
matters necessary to form the opinion, including the fact that the
agreements and instruments are valid, binding, and enforceable
obligations of the parties.  Please have counsel revise the
opinion
or advise us on this matter.
24. Also, in the fourth full paragraph, counsel states that it has
relied upon certain certificates that formed the basis of its June
15, 2005 opinion.  This statement implies that the facts counsel
used
to craft this current opinion are valid only as of June 15, 2005.
Please have counsel revise the opinion or advise us on this
matter.
25. Further, in that fourth paragraph, the opinion states that
counsel assumes the adequacy of consideration received by you for
the
issuance and sale of the shares of your common stock.  Counsel
must
opine on the adequacy of this consideration and may not assume in
this matter.  Please have counsel revise the opinion or advise us
on
the matter.

Exhibit 23.1, Consent of Independent Registered Public Accounting
Firm
26. The consent filed as Exhibit 23.1 refers to the report
incorporated by reference to the Form 10-KSB; however, the report
is
actually included in the Form SB-2 rather than being incorporated
by
reference.  Please correct this reference in your next amendment.

Form 10-KSB for the Fiscal Year Ended December 31, 2004
27. Please revise this document to comply with the above comments,
as
applicable.
28. Please confirm to us that there were no changes to your
internal
control over financial reporting in the last fiscal quarter of
your
fiscal year 2004 that had materially affected, or are reasonably
likely to materially affect, your internal control over financial
reporting.  See Item 308(c) of Regulation S-B.  Also, in future
filings, if there are no changes, then please affirmatively state
that.

Forms 10-QSB for Fiscal Quarters Ended March 31, 2005 and June 30,
2005
29. Please revise these two documents to comply with the above
comments, as applicable.
30.
Your Form 10-QSB for the Quarter Ended June 30, 2005 is filed
incorrectly.  The Form 10-QSB has the facing page only, and the
contents that should be in the form itself are in Exhibit 99.
Also,
the quarterly financial statements are filed as Exhibit 31 rather
than as an integral part of the document.  Please refile a
corrected
Form 10-QSB as an amendment in its entirety.
31. In the first paragraph of your Item 3, Controls and Procedures
section, in both of these documents, you must disclose the
conclusions of your principal executive and financial officers
regarding the effectiveness of your disclosure controls and
procedures using the same reasonable assurance standard that you
used
in the third paragraph of the section.  Please revise.

*	*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

*
the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.