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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13D/A
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Amendment
No. 1
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Under
the Securities Exchange Act of 1934
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DEFENSE
INDUSTRIES INTERNATIONAL, INC.
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(Name
of Issuer)
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Common
Stock, par value $0.0001 per share
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(Title
of Class of Securities)
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244632105
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(CUSIP
Number)
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Steven
J. Glusband
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Carter
Ledyard & Milburn LLP
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2
Wall Street, New York, New York 10005
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(212)
732-3200
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(Name,
Address and Telephone Number of Person Authorized
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to
Receive Notices and Communications)
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December
31, 2009
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(Date
of Event which Requires Filing of this
Statement)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box o.
Note: Schedules filed in paper format will
include a signed original and five copies of the schedule, including all
exhibits. See § 240.13d-7 for other parties to whom copies are to be
sent.
*The
remainder of this cover page will be filled out for a reporting person’s initial
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The
information required on the remainder of this cover page will not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
will be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No. 244632105
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1
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NAME
OF REPORTING PERSON: Joseph Fostbinder (Estate of)
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not
Applicable
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
(b)
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o
x
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS:
00
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e):
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
Israeli
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER:
19,440,212
shares of Common Stock
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8
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SHARED
VOTING POWER:
0
shares of Common Stock
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9
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SOLE
DISPOSITIVE POWER:
19,440,212
shares of Common Stock
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10
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SHARED
DISPOSITIVE POWER:
0
shares of Common Stock
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
19,440,212
shares of Common Stock
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
69.05%*
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14
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TYPE
OF REPORTING PERSON:
IN
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*
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Based
on 28,150,535 ordinary shares of the Issuer issued and outstanding as of
November 10, 2009, as reported in the Issuer’s Form 10-Q for the period
ended September 30, 2009, filed with the Securities and Exchange
Commission on November 12, 2009.
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This
Statement on Schedule 13D/A is being filed to report that the shares of the
Issuer owned by the reporting person are subject to an Option Purchase Agreement
entered into on December 31, 2009.
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Item
1.
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Security
and Issuer
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This
Statement on Schedule 13D/A relates to the Common Stock, $0.0001 par value (the
“Common Stock”), of Defense Industries International, Inc., a Nevada corporation
(the “Issuer”). The principal executive offices of the Issuer are located at the
8 Brisel Street Industrial Zone Sderot, Israel.
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Item
2.
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Identity
and Background
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This
statement is being filed by the Estate of Mr. Joseph Fostbinder, an Israeli
citizen, under which estate, his wife, Mrs. Meira Fostbinder, acts as Executor.
Until his death, Mr. Fostbinder was the Chief Executive Officer and Chairman of
the Board of Directors of Defense Industries International Inc. The business
address is 8 Brisel Street Industrial Zone Sderot, Israel.
During
the last five years, Mr. Fostbinder has not (1) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (2) was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, U.S. federal or state securities laws or
finding any violation with respect to such laws.
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Item
3.
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Source
and Amount of Funds or Other
Consideration
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Not
applicable.
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Item
4.
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Purpose
of Transaction
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The
purpose of the transaction is to provide for an orderly sale of the shares held
by the Estate and to provide for a transition in management of the Issuer. Other
than with respect to the entry into an Option Purchase Agreement dated December
31, 2009 with Mr. Uri Nissani to sell all of the Issuer’s shares held by the
Estate, neither the Estate or the Executor currently do not have any plan or
proposal, which relates to or would result in:
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(a) the
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer;
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(b) an
extraordinary corporate transaction, such as a merger, reorganization, or
liquidation, involving the Issuer or any of its
subsidiaries;
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(c) a
sale or transfer of a material amount of the assets of the Issuer or any
of its subsidiaries;
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(d) any
change in the present board of directors or management of the Issuer,
including any plan or proposal to change the number or term of directors
or to fill any existing vacancies on the board;
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(e) any
material change in the present capitalization or dividend policy of the
Issuer;
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(f) any other
material change in the Issuer’s business or corporate
structure;
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(g) changes in the
Issuer’s charter or by-laws or other actions which may impede the
acquisition of control of the Issuer by any person;
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(h) a class of securities
of the Issuer being delisted from a national securities exchange or
ceasing to be authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
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(i) a class of
equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act
of 1934; or
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(j) any action
similar to any of those enumerated above.
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Item
5.
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Interest
in Securities of the Issuer
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(a) and (b) Mr. Postbinder’s estate is the holder of 19,440,212
Common Stock of the Issuer, or approximately 69.05% of the 28,150,535 Common
Stock of the Issuer’s issued and outstanding shares as of November 10, 2009 and
has the sole power to vote or direct the vote or to dispose of or direct the
disposition of such shares.
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(c)
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See
Item 6.
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(d)
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Not
applicable.
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(e)
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Not
applicable.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
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The
Estate and certain other of shareholders entered into an Option Purchase
Agreement dated December 31, 2009 with Mr. Uri Nissani a to sell of the Issuer’s
shares held by them to Mr. Nissani for a purchase price of $0.3597 per share.
The option has an expiration date of June 30, 2011, but under certain conditions
the expiration date may be extended to June 30, 2012, or shortened.
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Item
7.
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Material
to be filed as Exhibits
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Exhibit
99.1
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Option
Purchase Agreement dated December 31,
2009
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SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned
hereby certify that the information set forth in this Statement is true,
complete and correct.
Date:
January 11, 2010
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Meira
Fostbinder, Executor
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