UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

~~September~~October 321, 2013

Date of Report

(Date of earliest event reported)

Defense Industries International, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-30105	84-1421483
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12 Hamefalsim Street, Petach Tikva 49514, Israel

(Address of principal executive offices and zip code)

(011) 972-3-7168383

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o* Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o* Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o* Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o* Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ITEM 14.01 ~~Entry~~CHANGE ~~into~~IN aREGISTRANT’S ~~Material~~CERTIFYING ~~Definitive Agreement.~~ACCOUNTANT

~~On September 3, 2013, the Registrant entered into a letter agreement~~ (the “September Letter Agreement”) with Dr. Elie Gugenheim (“Dr. Gugenheim” or the “Investor”) further amending the Subscription Agreement entered into by the parties on March 7, 2013 (Exhibit 10.1 to the Registrant’s Form 8-K filed March 12, 2013) , in anticipation of entering into a ~~share purchase agreement (the “SPA”~~) Previous ~~with~~Independent respect to the investment by Dr. Gugenheim, or his assigns, of up to $3 million to purchase 18,297,848 shares of common stock, par value of $.0001 of the Registrant at an average price per share of $0.164. On June 3, 2013 the SPA was amended by letter agreement extending the time period for completing the SPA from June 5, 2013 to September 9, 2013 and entering into the Second Tranche from August 31, 2013 to September 9, 2013. The Registrant and Investor also entered into a Loan Agreement dated September 3, 2013 (the “Loan Agreement”) further described below.Accountant

~~The~~Effective ~~September~~October ~~Letter~~21, ~~Agreement~~2013, ~~further~~Board ~~amends~~of ~~the~~Directors ~~SPA~~of ~~to extend~~ the ~~time~~Registrant ~~period~~dismissed ~~for~~Crowe ~~completing~~Horwath ~~the SPA and entering into the Second Tranche from September 9, 2013 to until the later of~~ (AIsrael) 45as ~~days~~the ~~from~~Registrant’s independent ~~the~~registered ~~date~~public ~~the~~accounting ~~Registrant~~firm. ~~delivers~~Since totheir ~~Dr.~~appointment ~~Gugenheim~~as the Registrant’s ~~complete~~independent ~~and~~registered ~~audited~~public ~~financial~~accounting ~~statements~~firm ofon ~~the~~March ~~Israeli subsidiaries of the registrant for the years 2011~~22, 2012, ~~and~~Crowe ~~for~~Horwath ~~the~~(Israel) ~~nine~~did ~~months~~not ~~ended~~issue ~~September~~any ~~30,~~audit ~~2013~~reports ~~(the~~on ~~"Financial~~behalf ~~Statements"),~~of orthe ~~(B) December 31, 2013~~Registrant.

~~The~~Since ~~September~~their ~~Letter~~appointment as ~~Agreement also confirms~~ the ~~parties~~Registrant’s ~~agreement~~independent ~~that~~registered ~~within~~public ~~thirty~~accounting ~~(30)~~firm ~~days~~on ~~after~~March ~~the~~22, ~~date thereof~~2012, ~~they~~there ~~will~~were ~~negotiate~~no ~~and~~disagreements ~~enter~~between ~~into an amendment to~~ the ~~Subscription~~Registrant ~~Agreement that includes the terms~~ and ~~conditions~~Crowe ~~set~~Horwath ~~forth~~(Israel) on aany ~~term~~matter ~~sheet~~of ~~attached~~accounting toprinciples ~~the~~or ~~September Letter Agreement as Exhibit A. The September Letter Agreement further confirms the parties understanding that~~practices, ~~notwithstanding~~financial ~~the~~statement ~~extension~~disclosure ~~above~~ or ~~the~~auditing ~~terms~~scope ofor ~~the~~procedure, ~~Subscription~~which ~~Agreement~~disagreements, if ~~they~~not ~~fail~~resolved to ~~enter into~~ the ~~amendment~~satisfaction toof ~~the~~Crowe ~~Subscription Agreement as contemplated herein~~Horwath, ~~Investor~~would ~~shall~~ have ~~the~~caused ~~right,~~Crowe atHorwath ~~its~~(Israel) ~~option,~~ to ~~realize~~make ~~the~~reference ~~"Contemplated~~thereto ~~Transaction" (as defined~~ in ~~the~~its ~~Subscription~~report ~~Agreement)~~on ~~at an average price per share of~~ the Registrant’s ~~stock~~financial ~~that~~statements ~~reflects~~for ~~the~~such ~~fifteen~~periods, ~~percent~~if ~~(15%)~~issued ~~discount~~and ~~provided pursuant to Section 10 of the Subscription Agreement. Such fifteen percent~~ (~~15%~~2) there ~~discount~~were ~~shall~~no ~~also~~“reportable ~~apply~~events” toas ~~any~~that ~~conversion~~term ~~undertaken~~is bydescribed ~~Investor~~in ~~pursuant to~~ Item 304(a ~~to be executed US $~~)(1)(v) ~~million~~of ~~Convertible~~Regulation ~~Promissory Note to evidence the Loan Agreement~~S-K.

The ~~terms~~Registrant ofhas ~~the~~provided ~~Loan~~Crowe ~~Agreement~~Horwath ~~are as follows:~~ (iIsrael) with ~~the~~a ~~Loan,~~copy inof the ~~amount~~foregoing ofdisclosure USprior ~~$1,000,000, shall be due and payable on demand by Dr. Gugenheim; (ii)~~ to ~~ensure~~its ~~the~~filing ~~repayment~~with of the ~~Loan~~Securities toand ~~Dr.~~Exchange ~~Gugenheim,~~Commission (the ~~CEO~~“Commission”) and ~~controlling~~requested ~~shareholder~~that ofCrowe ~~the~~Horwath ~~Registrant,~~(Israel) ~~Mr.~~furnish ~~Uri~~Registrant ~~Nissani,~~a ~~will~~letter ~~personally~~addressed ~~guarantee~~to the ~~repayment~~Commission ofstating ~~the~~whether ~~Loan~~or ~~so in any event that the Registrant does~~ not ~~comply~~it agrees with the ~~terms~~statements ofabove ~~the~~and, ~~Loan~~if not, ~~then~~stating the ~~responsibility~~respects ~~for~~in ~~said~~which ~~repayment~~it ~~shall~~does benot ~~transferred to Mr~~agree. ~~Nissani~~Crowe inHorwath ~~person;~~has ~~(iii) in the event the Loan is~~ not ~~repaid~~provided ~~to Dr. Gugenheim~~ the ~~amount~~Registrant ofwith the ~~Loan,~~requested atletter ~~Dr.~~as ~~Gugenheim's~~of ~~option,~~this ~~may be applied against Dr~~date. ~~Gugenheim's investment obligations pursuant to the Subscription Agreement dated March 7, 2013, between Dr. Gugenheim and the Registrant.~~

~~For~~(b) New aIndependent ~~more complete description of the proposed transaction see the Registrant’s Forms 8-K filed March 12, 2013 and June 4, 2013.~~Accountant

~~Item~~On ~~2.03 Creation~~October of21, a2013, ~~Direct~~the ~~Financial~~Registrant’s ~~Obligation~~Board orof anDirectors ~~Obligation~~authorized ~~under~~the anRegistrant ~~Off-Balance~~to ~~Sheet~~engage ~~Arrangement~~the services of Brightman Almagor Zohar & Co., a member of Deloitte Touche Tohmatsu, as the Registrant’s new independent registered public accounting firm effective as of October 29, 2013(the “Engagement Date”).

~~See~~ During ~~Item~~the Registrant’s two most recent fiscal years and prior to the Engagement Date, the Registrant did not consult with Brightman Almagor Zohar & Co. regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on the Registrant’s financial statements, or (iii) any other matter that was either the subject of a disagreement or a reportable event as set forth in Items 304(a)(1)(iv) and (v) of Regulation S-K.01

~~Item~~ITEM 39.~~02 Unregistered~~01 FINANCIAL ~~Sales~~STATEMENTS ofAND ~~Equity Securities~~EXHIBITS.

On March 7, 2013, the Registrant entered into a Subscription Agreement and Convertible Promissory Note with Dr. Gugenheim. The Note is in the amount of $1,000,000, with interest of 10% payable per annum. Upon the conversion of the Note, the Registrant has agreed to issue Dr. Gugenheim 4,574,462 shares of common stock at a price per share of $0.218, and, if converted, any applicable interest will be waived.(c) Exhibits

On Exhibit ~~June 3, 2013 and September 3, 2013, the Subscription Agreement was amended extending the time granted to the Registrant to complete the SPA~~16. ~~In addition, the September~~ 1 Letter ~~Agreement also confirms the parties agreement that notwithstanding the extension~~ of orCrowe ~~the~~Horwath terms of the Subscription Agreement, if the parties fail to enter into the amendment to the Subscription Agreement as contemplated in the September Letter Agreement, the Investor shall have the right, at his option, to realize the "Contemplated Transaction" (~~as defined in the Subscription Agreement~~Israel) atRegarding anChange ~~average~~in price per share of the Registrant's stock that reflects the fifteen percent (15%) discount provided pursuant to Section 10 of the Subscription Agreement. Such fifteen percent (15%) discount shall also apply to any conversion undertaken by the Investor pursuant to the US $1 million Convertible Promissory Note to evidence the Loan Agreement between Investor and the Registrant.Certifying Accountant*

~~The~~Exhibit ~~Note~~16.2 ~~and~~Letter ~~Shares,~~of ~~when~~Brightman ~~and~~Almagor ifZohar ~~issued,~~& ~~are being issued to Dr~~Co. ~~Gugenheim~~Regarding orChange ~~his~~in ~~assigns,~~Certifying ~~upon reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933.~~Accountant

~~Item~~* To ~~9.01. Financial~~be ~~Statements~~filed ~~and~~by ~~Exhibits~~amendment.

(d) Exhibits

10.4 Letter Agreement between Dr. Elie Gugenheim and Defense Industries International, Inc. dated September 3, 2013

10.5 Loan Agreement between Dr. Elie Gugenheim and Defense Industries International, Inc. dated September 3, 2013

SIGNATURE

Pursuant to the requirements 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~~Date: October ~~INDUSTRIES INTERNATIONAL~~29, ~~INC. (Registrant) By /s/Uri Nissani Name: Uri Nissani Chief Executive Officer and President~~2013

~~Date:~~DEFENSE ~~September~~INDUSTRIES 12INTERNATIONAL, ~~2013~~INC. (Registrant) By: /s/Uri Nissani Name: Uri Nissani Chief Executive Officer and President

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
10.4	Letter Agreement between Dr. Elie Gugenheim and Defense Industries International, Inc. dated September 3, 2013
Exhibit 16.2	Letter of Brightman Almagor Zohar & Co. Regarding Change in Certifying Accountant
10.5	Loan Agreement between Dr. Elie Gugenheim and Defense Industries International, Inc. dated September 3, 2013

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