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<SEC-DOCUMENT>0001004878-06-000175.txt : 20060908
<SEC-HEADER>0001004878-06-000175.hdr.sgml : 20060908
<ACCEPTANCE-DATETIME>20060908164553
ACCESSION NUMBER:		0001004878-06-000175
CONFORMED SUBMISSION TYPE:	424B3
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20060908
DATE AS OF CHANGE:		20060908

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Security Devices International Inc.
		CENTRAL INDEX KEY:			0001354866
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1130

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-132456
		FILM NUMBER:		061082267

	BUSINESS ADDRESS:	
		STREET 1:		464 OLD ORCHARD GROVE
		CITY:			TORONTO
		STATE:			A6
		ZIP:			M5M 2G4
		BUSINESS PHONE:		647-388-1117

	MAIL ADDRESS:	
		STREET 1:		464 OLD ORCHARD GROVE
		CITY:			TORONTO
		STATE:			A6
		ZIP:			M5M 2G4
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>prospectus9-06.txt
<TEXT>


                                                Filed Pursuant to Rule 424(b)(3)
                                                Registration No. 333-132456

PROSPECTUS

                       SECURITY DEVICES INTERNATIONAL INC.

                                  Common Stock

      By means of this prospectus a number of shareholders of Security Devices
International Inc. are offering to sell up to 2,814,880 shares of Security
Devices' common stock at a price of $0.20 per share. The shares owned by the
selling shareholders may be sold in the over-the-counter market, or otherwise,
at prices and terms then prevailing or at prices related to the then-current
market price, or in negotiated transactions.

      Security Devices will not receive any proceeds from the sale of the common
stock by the selling stockholders.

      Security Devices' common stock is listed on the OTC Bulletin Board under
the symbol "SDEV".

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

      THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. FOR A
DESCRIPTION OF CERTAIN IMPORTANT FACTORS THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS, SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS
PROSPECTUS.

                The date of this prospectus is September 7, 2006.

<PAGE>


                               PROSPECTUS SUMMARY

      Security Devices was incorporated in Delaware on March 1, 2005.

      Security Devices is developing a wireless, non-lethal weapon for use in
law enforcement, defense and personal security. Referred to in this prospectus
as the WERS, Security Devices' weapon will be similar to the widely used Stun
Gun and TASER(R), except that it will be able to effectively incapacitate
offenders from a distance as far as 30 meters without a trail of wires leading
back to the launcher. Stun Gun operators must be in direct physical contact with
combatants while the TASER(R) has a range of less than seven meters. In
contrast, the WERS weapon will have a range which is more than four times
farther that TASER(R), providing a significant safety advantage for law
enforcement officers and security personnel.

      Security Devices plans to develop both Long Range and Short Range versions
of the WERS.

           Security Devices' offices are located at 464 Old Orchard Grove,
Toronto, Ontario, Canada M5M 2G4. Security Devices' telephone number is (647)
388-1117.

      As of September 6, 2006 Security Devices had 10,214,880 outstanding shares
of common stock.

      Security Devices does not have a website. Security Devices is not a blank
check company required to comply with Rule 419 of the Securities and Exchange
Commission.

The Offering

      By means of this prospectus a number of Security Devices' shareholders are
offering to sell up to 2,814,880 shares of common stock. The shares owned by the
selling shareholders may be sold in the over-the-counter market, or otherwise,
at prices and terms then prevailing or at prices related to the then-current
market price, or in negotiated transactions.

      The purchase of the securities offered by this prospectus involves a high
degree of risk. Risk factors include the lack of any relevant operating history,
losses since Security Devices was incorporated, and the need for Security
Devices to sell more of its common stock to raise additional capital. In its
financial statements for the period ended November 30, 2005 Security Devices'
accountants have expressed substantial doubt as to the ability of Security
Devices to continue in business. See "Risk Factors" beginning on page 3 of this
prospectus for additional Risk Factors.

                                  RISK FACTORS

      The securities being offered involve a high degree of risk. Prospective
investors should consider the following risk factors which affect Security
Devices' business and this offering. These risk factors discuss all material
risks which pertain to an investment in Security Devices' common stock. If any
of the risks discussed below materialize, Security Devices' common stock could
decline in value or become worthless.


                                       2
<PAGE>


Risk Factors Related to this Offering

      As of the date of this prospectus there was no public market for Security
Devices' common stock and if no public market develops, purchasers of the shares
offered by this prospectus may be unable to sell their shares. If purchasers are
unable to sell their shares, purchasers may never be able to recover any amounts
which they paid for Security Devices' shares.

Risk Factors Related to Security Devices' Business.

      The failure of Security Devices to obtain capital may significantly
restrict Security Devices' proposed operations. Security Devices needs
additional capital to fund its operating losses and to expand its business.

      Security Devices needs approximately $743,000 to complete the development
of the Long-Range version of its WERS. However, Security Devices' estimate in
this regard may prove to be low. There is no assurance how long Security Devices
can remain in operation.

      Security Devices does not know what the terms of any future capital
raising may be but any future sale of Security Devices' equity securities would
dilute the ownership of existing stockholders and could be at prices
substantially below the price of the shares of common stock sold in this
offering. The failure of Security Devices to obtain the capital which it
requires will result in the slower implementation of Security Devices' business
plan or its inability of Security Devices to implement its business plan. There
can be no assurance that Security Devices will be able to obtain any capital
which it will need.

      Security Devices is in the development stage. In its financial statements
for the period ended November 30, 2005 Security Devices' accountants, as a
result of the factors described below, expressed substantial doubt as to the
ability of Security Devices to continue in business.

      As of the date of this prospectus Security Devices:

     o    had not generated any revenues,
     o    did not have any full time employees, and
     o    did not have any  arrangements  with any person to manufacture or sell
          its WERS.

      To enable Security Devices to continue in business Security Devices will
eventually need to earn a profit or obtain additional financing until Security
Devices is able to earn a profit. As a result of Security Devices' short
operating history it will be difficult for potential investors to evaluate its
business and prospects. There can be no assurance that Security Devices can
implement its business plan, that it will be profitable, or that the shares
which may be sold in this offering will have any value.

      If Security Devices cannot compete in the non-lethal weapon business it
will never earn a profit, in which case Security Devices may be forced to cease
operations. Security Devices faces competition from numerous sellers of
non-lethal weapons, all of which have longer operating histories, larger


                                       3
<PAGE>

customer bases, greater brand recognition and significantly greater financial,
marketing and other resources than does Security Devices.

      Securities Devices May be Unable to Earn a Profit if Law Enforcement and
Corrections Agencies Do Not Purchase Its Products. Law enforcement and
corrections agencies may be influenced by claims or perceptions that non-lethal
weapons, such as the WERS, are unsafe or may be used in an abusive manner. In
addition, earlier generation non-lethal weapons may have been perceived as
ineffective. If the WERS is not widely accepted by the law enforcement and
corrections market, Security Devices may not be able to expand sales of the WERS
into other markets.

      Security Devices May Face Personal Injury and Other Liability Claims. The
WERS will most likely be used in aggressive confrontations that may result in
serious, permanent bodily injury to those involved. A person injured in a
confrontation or otherwise in connection with the use of the WERS may bring
legal action against Security Devices to recover damages for personal injury,
wrongful death, negligent design, dangerous product or inadequate warning. If
successful, personal injury or other claims could have a material adverse effect
on Security Devices. Although Security Devices plans to carry product liability
insurance, litigation could result in an award of monetary damages in excess of
any insurance coverage.

      Government Regulation of the WERS May Adversely Affect Sales. Under
current regulations, the WERS will not be a firearm regulated by the Bureau of
Alcohol, Tobacco and Firearms, but will be a consumer product regulated by the
United States Consumer Product Safety Commission. Although there are currently
no federal laws restricting sales of weapons such as the WERS in the United
States, future federal regulations could adversely affect Security Devices'
sales. The WERS will be controlled, restricted or its use prohibited by several
state and local governments. Some municipalities also prohibit consumer use of
products similar to the WERS. Certain foreign jurisdiction, including Japan, the
United Kingdom, Australia, Italy and Hong Kong, prohibit the sale of weapons
such as the WERS.

      If Security Devices is Unable to Protect its Intellectual Property, it May
Incur Substantial Costs to Protect its Rights. The future success of Security
Devices depends in part upon its proprietary technology. Security Devices has
applied for two U.S. patents to protect its technology. Any patents issued to
Security Devices may prove inadequate to protect its proprietary rights, and may
not prevent others from developing and selling competing products. The validity
and breadth of claims covered in technology patents involve complex legal and
factual questions, and the resolution of claims may be highly uncertain, lengthy
and expensive. In addition, any patents issued to Security Devices may be held
invalid upon challenge and others may claim rights in or ownership of its
patents.

      Security Devices may not be able to achieve or maintain a competitive
position and other technological developments may result in Security Devices'
products becoming uneconomical or obsolete. The non-lethal weapons industry is
characterized by changing technology and evolving industry standards and current
or future competitors may develop products that are superior to the WERS. It is
difficult to predict the rate at which the market for the WERS will grow, if at
all. If the market for the WERS fails to grow, or grows more slowly than
anticipated, Security Devices may be unable to earn a profit.


                                       4
<PAGE>

      Since Security Devices' officers plan to devote only a portion of their
time to Security Devices' business, its chances of being profitable will be less
than if it had full time management. As of the date of this prospectus Security
Devices had four officers. With the exception of Sheldon Kales, the officers of
Security Devices are employed full-time at other companies and the officers'
other responsibilities could take precedence over the officer's duties to
Security Devices.

                   MARKET FOR SECURITY DEVICES' COMMON STOCK.

      Since August 28, 2006 Security Devices' common stock has been listed on
the OTC Bulletin Board under the symbol "SDEV". However, as of the date of this
prospectus trading in Security Devices' common stock had not begun.

      As of August 31, 2006, Security Devices had approximately 75 shareholders
and 10,214,880 outstanding shares of common stock, of which 8,214,880 shares are
restricted securities and may be sold in accordance with Rule 144 of the
Securities and Exchange Commission.

      By means of this prospectus a number of Security Devices' shareholders are
offering to sell up to 2,814,880 of these restricted shares. See "Selling
Shareholders" for more information.

      Holders of common stock are entitled to receive dividends as may be
declared by the Board of Directors. Security Devices' Board of Directors is not
restricted from paying any dividends but is not obligated to declare a dividend.
No dividends have ever been declared and it is not anticipated that dividends
will ever be paid.

      Security Devices does not have any outstanding options, warrants or other
arrangements providing for the issuance of additional shares of capital stock.

       Security Devices' Articles of Incorporation authorize its Board of
Directors to issue up to 5,000,000 shares of preferred stock. The provisions in
the Articles of Incorporation relating to the preferred stock allow Security
Devices' directors to issue preferred stock with multiple votes per share and
dividend rights which would have priority over any dividends paid with respect
to the holders of Security Devices' common stock. The issuance of preferred
stock with these rights may make the removal of management difficult even if the
removal would be considered beneficial to shareholders generally, and will have
the effect of limiting shareholder participation in certain transactions such as
mergers or tender offers if these transactions are not favored by Security
Devices' management.

      Trades of Security Devices' common stock will be subject to Rule 15g-9 of
the Securities and Exchange Commission, which imposes certain requirements on
broker/dealers who sell securities subject to the rule to persons other than
established customers and accredited investors. For transactions covered by the
rule, brokers/dealers must make a special suitability determination for
purchasers of the securities and receive the purchaser's written agreement to
the transaction prior to sale. The Securities and Exchange Commission also has
rules that regulate broker/dealer practices in connection with transactions in
"penny stocks". Penny stocks generally are equity securities with a price of
less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price and volume


                                       5
<PAGE>

information with respect to transactions in that security is provided by the
exchange or system). The penny stock rules require a broker/ dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Commission that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker/dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker/dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. The bid and
offer quotations, and the broker/dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation. These disclosure requirements may have the
effect of reducing the level of trading activity in the secondary market for
Security Devices' common stock. As a result of these rules, investors in this
offering, may find it difficult to sell their shares.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                              AND PLAN OF OPERATION

      Security Devices was incorporated on March 1, 2005 and as of the date of
this prospectus had not generated any revenue.

      During the period from inception (March 1, 2005) through November 30, 2005
Security Devices' operations used $(107,373) in cash. During this period,
Security Devices borrowed $8,029 from its officers and directors and raised
$99,470 from the sale of 397,880 shares of its common stock to private
investors.

      Subsequent to November 30, 2005 Security Devices raised $145,650 from the
sale of 1,242,000 shares of its common stock to private investors.

      Between May and July 2006 Security Devices raised $400,000 from the public
sale of 2,000,000 shares of common stock at a price of $0.20 per share.

      Security Devices' plan of operation during the twelve months following the
date of this prospectus is as follows:

                                                      Projected     Estimated
Activity                                           Completion Date      Cost
- --------                                           ---------------  -----------

Completion of fully operational Long Range WERS
   prototype (rifle fired) for production               10/06        $177,000
Completion of fully operational Long Range WERS
   prototype (shotgun fired) for production              2/07          30,000
Design production system for Long Range WERS             2/07         536,000
                                                                    ---------
                                                                     $743,000
                                                                    =========

      Security Devices plans to develop a Short Range version of the WERS after
the development to the Long Range WERS has been completed. However since the


                                       6
<PAGE>

development of the Long Range WERS is not complete, Security Devices did not
know the time or cost involved in developing the Short Range WERS.

      Security Devices anticipates that its capital requirements for the twelve
months following the date of this prospectus will be:

      Research and Development                $743,000
      General and administrative expenses       70,000
      Offering Expenses                         30,000
                                             ---------

           Total                              $843,000
                                             =========

      Security Devices does not anticipate that it will need to hire any
employees during the twelve month period following the date of this prospectus.

      Security Devices' future plans will be dependent upon the amount of
capital it is able to raise.

      Security Devices will attempt to raise capital through the private sale of
its equity securities or borrowings from third party lenders. Security Devices
does not have any commitments or arrangements from any person to provide
Security Devices with any additional capital. If additional financing is not
available when needed, Security Devices may continue to operate in its present
mode or Security Devices may need to cease operations. If Security Devices
continues to operate in its present mode, it will require approximately $125,000
of funding during the twelve months following the date of this prospectus.
Security Devices does not have any plans, arrangements or agreements to sell its
assets or to merge with another entity.

                                    BUSINESS

      Security Devices is developing a wireless, non-lethal electrical stun
weapon (referred to in this prospectus as a "WERS") for use in law enforcement,
military, professional and home security.

      There are three basic categories of non-lethal weapons:

1.    Impact Devices
          o    Baton
          o    Rubber Bullet
          o    Soft Projectile

2.    Chemical Agents
          o    Pepper Spray
          o    Tear Gas
          o    CS


                                       7
<PAGE>



3.    Other Types

          o    Electrical Devices, such as the TASER(R) and Stun Guns
          o    Capture Net
          o    Flash/Bang Grenade
          o    Head/Neck Restraint

      The safety and effectiveness implications of all non-lethal options are
under constant scrutiny and evaluation. Law enforcement agencies, as well as
private citizens, are under pressure to reduce the incidence of lethal force in
both apprehension and defense. A number of elements contribute to the ever
growing need for a more effective, non-lethal weapon:

          o    Excessive use of firearms by the police.
          o    Excessive use of firearms for self defence.
          o    Increased  incidence of serious  injury and death from  attempted
               defensive actions.
          o    Increased liability claims against police.
          o    Increased utilization of military forces for peace keeping, crowd
               control and homeland security.

      The WERS uses an electro-muscular disruption technology to induce
involuntary muscle contractions causing the subject to be temporarily
incapacitated. Electro-muscular disruption devices include traditional stun
guns, TASERS(R), and Stinger(R) handheld projectile stun guns.

    The WERS is similar to conventional, widely used electrical weapons, with
two major differences:

     1.   WERS is  wireless.  Rounds  fired from WERS are not  connected  to the
          firing  device by wires.  This feature  provides  added range and less
          likelihood  of  interference  from moving  objects  and  people,  both
          accidental and intentional.

     2.   WERS has a far greater  firing  range than  devices  currently  on the
          market.  Its wireless round will be able to  temporarily  incapacitate
          violent  offenders and combatants  from a distance as far as 75 metres
          or greater  depending  on powder  charge and firing  conditions.  This
          range is up to ten times better than most  competing  firing  devices,
          providing   significant   safety   advantages  for  military  and  law
          enforcement  personnel.  In contrast,  Stun Gun  operators  must be in
          direct  physical  contact  with  combatants,  placing the  enforcement
          officer in potential danger.

      Security Devices plan to develop both a Long Range and a Short Range
version of the WERS.

      The Long Range WERS will have an accurate firing distance of up to 75
meters and can be fired from conventional weapons, such as single shot riot
rifles or shotguns.

      The Short Range WERS will have a safe firing range of 2 to 10 meters and
will be fired from a proprietary system powered by a pressurized air cartridge.


                                       8
<PAGE>


      The WERS adapts to existing weapon formats to allow law enforcement and
military services to quickly train and use the WERS without the need for
lengthy, complex training methods or significant functional adjustments to
vehicles or personal equipment. Simplicity of use is also a key benefit for the
home security market as most users have little or no specialized training. The
common weapon format of the WERS makes it easier for even untrained homeowners
to use the device for protection. The short-range firing device is very simple
to operate. By pointing the laser-aiming device at a target, users squeeze the
trigger exactly as they would a standard pistol trigger. The round will fire
with low recoil enabling a quick firing of a second or third round if necessary.

      The WERS uses an electrical round which becomes armed only after firing.

      Upon impact, the soft head of the electrical round makes contact with the
target and electrical arms open like spider legs and attach to the clothing or
body of the target. Direct skin contact is not necessary for the WERS to be
effective. The wide arm design allows the engagement arms to penetrate from a
broad range of firing angles. As such, a hit anywhere on the body can be
effective. The electrical round then discharges an electric pulse that can
incapacitate individuals regardless of their pain tolerance, drug and alcohol
use, body size or thickness of clothing.

      The charge from the electrical round is significantly lower than the
critical cardio-vibration level to ensure the safety of the combatant and
responsive recovery following apprehension. The current in the electrical round
fired by the WERS corresponds to standard medical equipment and meets guidelines
established to prevent permanent electrical impairment. Its energy output leaves
no enduring effects, allowing for self protection without the risk of lethal
accidents or wrongful death liability - a major concern for law enforcement and
security services.

      The cost to manufacture a launcher for the Short Range WERS is estimated
to be $150. Security Devices expects that the short range launcher will sell at
a retail price of approximately $875 per unit. The cost of manufacturing an
electrical round is estimated at $10 to $12. An electric round is expected to
sell at a retail price between $30 and $45. In comparison, rubber, smoke or stun
rounds typically sell for $20 to $28.

      Security Devices anticipates that most of its revenues will be generated
from initial and repeat sales of electrical rounds.

      As if the date of this prospectus Security Devices had completed the
following steps in the development of the WERS:

     o    Design of `dummy' rounds to test ballistic characteristics.
     o    First testing of ballistic rounds.
     o    Production of various types of ballistic rounds.
     o    Design of `electrical arms' to adhere to clothing or skin.
     o    Design of safety/armed mechanism.
     o    Production of mechanical systems.
     o    Design of electrical system.


                                       9
<PAGE>

     o    Production of electrical system.
     o    Integration and assembly of mechanical and electrical  sub-systems for
          electrical rounds.

      Key steps to be completed include:

     o    Testing of different ballistic rounds.
     o    Production of 10 completed rounds.
     o    Powder loading testing.
     o    Testing of complete electrical rounds.
     o    Adjustment of electrical rounds based on test results.
     o    Testing with military and law enforcement organizations
     o    Completion of fully operational Long Range WERS for production
     o    Completion of fully operational Short Range WERS electrical round
     o    Completion  of  fully  operational  Short  Range  WERS  firing  system
          prototype

      See the section of the prospectus titled "Management's Analysis and
Discussion and Plan of Operation" for information regarding the cost and timing
of the remaining steps in the development of the WERS.

      The electrical aspects of the WERS are being developed by D.P. Electronic
Systems, Ltd., a company controlled by Alexander Blaunshtein. Alexander
Blaunshtein is a principal shareholder of Security Devices and is the son of
Natan Blaunshtein, who is one of Security Devices' directors. During the period
from its inception (March 1, 2005) through November 30, 2005 Security Devices
paid $25,000 to D.P. Electronic Systems. Of this amount, $7,000 was used by D.P.
Electronic for legal expenses relating to the applications for two provisional
patents and the remainder was used for research and development.

      The mechanical development of the WERS is being completed by Elad
Engineering Ltd., an Israeli company which has designed weapons for the Israeli
Military. During the period ended November 30, 2005 Securities Devices paid
$55,000 to Elad Engineering for research and development.

      Security Devices does not have written agreements with Elad Engineering or
D.P. Electronic Systems for work relating to the development of the WERS.

      Once operational prototypes are completed, Security Devices plans to joint
venture or license the WERS to larger companies which have the financial
capability, expertise and relationships for manufacturing, distribution,
marketing, sales and training. As of the date of this prospectus Security
Devices has not entered into any joint venture or licensing agreements.

Competition

        The primary competitive factors in the market for non-lethal weapons are
a weapon's cost, effectiveness, and ease of use.


                                       10
<PAGE>

      In the military market a wide variety of weapon systems are used.
Conducted energy devices, such as the WERS, have gained increased acceptance
during the last two years as a result of the increased role of military
personnel in Iraq and Afghanistan. Conducted energy weapons have gained limited
acceptance in the private citizen market for non-lethal weapons.

      Security Devices' primary competitors will be Taser International, Inc.
and Stinger Systems, Inc. The WERS will also compete indirectly with a variety
of other non-lethal alternatives, including pepper spray and impact weapons sold
by companies such as Armor Holdings, Inc. and Jaycor, Inc.

      Security Devices believes that its competitive advantage will be the
ability of the WERS to effectively incapacitate offenders from a distance as far
as 75 meters without a trail of wires leading back to the launcher. Stun Gun
operators must be in direct physical contact with combatants while the TASER(R)
has a range of less than seven meters. In contrast, the WERS will be designed to
have a range which is over four times farther that TASER(R), providing a
significant safety advantage for enforcement officers and security personnel.

Patents

     The technology for the electrical  aspects of the WERS was developed by Dr.
Natan  Blaunshtein,  a  director  of  Security  Devices.  Dr.  Blaunshtein  is a
Professor in the Department of Electrical and Computer Engineering at Ben-Gurion
University, Israel.

     The  technology  for the  mechanical  WERS was developed by Ilan Shalev and
Haim Danon.  Ilan Shalev and Haim Danon are  officers of Elad  Engineering,  the
company which Security  Devices is using to complete the mechanical  development
of the WERS.

      Two patent applications, one for the electrical mechanism and the other
for the mechanical mechanism of the WERS, have been filed by Security Devices
with the U.S. Patent Office.

      Security Devices does not hold any foreign patents.

      Security Devices' patents may not protect its proprietary technology. In
addition, other companies may develop products similar to the WERS or avoid
patents held by Security Devices. Disputes may arise between Security Devices
and others as to the scope and validity of its patents. Any defense of its
patents could prove costly and time consuming and Security Devices may not be in
a position, or may not consider it advisable, to carry on such a defense. In
addition, others may acquire or independently develop the same or similar
unpatented proprietary technology used by Security Devices.

Government Regulation

      Under current regulations the WERS will be considered a crime control
product by the United States Department of Commerce and the export of the WERS
will be regulated under export administration regulations. As a result, export
licenses from the Department of Commerce will be required for all shipments to
foreign countries other than Canada. In addition, the Department of Commerce has
regulations which may restrict the export of technology used in the WERS.

      The WERS will be controlled, restricted or its use prohibited by several
state and local governments. In many cases, the law enforcement and corrections
market is subject to different regulations than the private citizen market. Many


                                       11
<PAGE>

states have regulations restricting the sale of stun guns and hand-held shock
devices, such as the WERS, to private citizens or security personnel.

      Foreign regulations pertaining to non-lethal weapons are numerous and
often unclear and a number of countries prohibit devices similar to the WERS.

Employees

      As of August 31, 2006 Security Devices did not have any full-time
employees.

Facilities

      Security Devices' offices are located at 464 Old Orchard Grove, Toronto,
Ontario, Canada M5M 2G4, which are also the offices of Sheldon Kales, the Chief
Executive Officer of Security Devices. Security Devices is not charged for the
use of its office space. Security Devices' use of this space may be terminated
at any time. Security Devices' offices are expected to be adequate to meet
Security Devices' foreseeable future needs.

                                   MANAGEMENT

    Name                     Age    Position
    ----                     ---    --------

    Sheldon Kales             50    Chief Executive Officer and a Director
    Natan Blaunshtein         57    Vice President of Research and Development,
                                    Chief Scientist and a Director
    Boaz Dor                  52    Secretary and a Director
    Gregory Sullivan          40    Director

      The directors of Security Devices serve until the first annual meeting of
its shareholders and until their successors have been duly elected and
qualified. The officers serve at the discretion of Security Devices' directors.

Sheldon  Kales has been an officer and director of Security  Devices since March
2005.  Since February 2004 Mr. Kales has been working on the  development of the
WERS.  Between  January  2000 and February  2004 Mr. Kales was the  President of
Yangtze  Telecom,  a company which provides  messaging and related  services for
cell  phone  users in China.  Mr.  Kales  founded,  and  between  1985 and 2001,
operated Argus Investigation Services.

Dr. Natan  Blaunshtein has been an officer of Security  Devices since March 2005
and one of its directors since April 2005. Dr.  Blaunshtein has been a associate
professor  at  Ben-Gurion  University  (Israel)  since 1993 and is  presently  a
Professor in the University's  Department of Communication  Systems  Engineering
and a  professor  in  the  Wireless  Cellular  Communication  Program  of  Holon
Institute and Ruppin Scientific Center (Israel).  He was previously an engineer,
a  lecturer  and  then,  from 1984 to 1992,  a senior  scientist,  an  associate
professor and a professor at State University, Beltsy, Moldova, former USSR. Dr.
Blaunshtein   received  an  MSc  in  Radiophysics  and  Electronics  from  Tomsk
University,  Tomsk, Russia, in 1972, and PhD and DSc degrees in Radiophysics and
Electronics from the Institute of Geomagnetism, Ionosphere and Radiowave


                                       12
<PAGE>

Propagation (IZMIR), Academy of Science USSR, Moscow, Russia, in 1985 and 1991,
respectively.

Boaz Dor has been a director of Security Devices since April 2005 and its
Secretary since March 15, 2006. Mr. Dor served in the Israeli Defence Forces
from 1972 to 1975. Recruited by the Israeli Secret Services, Mr. Dor was
assigned to the International Security Division for Aviation Security for the
Israeli Government, eventually assuming the position of Head of Security for the
Embassy of Israel and El Al Israel Airlines in Cairo, Egypt, and later, as
Vice-Consul and Head of Security for the Israeli Consulate in Toronto and
Western Canada and El Al Israel Airlines. In 1989, Mr. Dor resigned from the
public sector to open a security consulting firm. In 1991, he was appointed
executive director of security for the Seabeco Group of Companies where Mr. Dor
oversaw international operations in Switzerland, Belgium, Russia, New York and
Toronto. Since 2000 Mr. Dor has owned and operated Ozone Water Systems Inc., a
water purification company.

Gregory Sullivan has been a director of Security Devices since April 2005. Mr.
Sullivan has been a municipal police officer in Ontario, Canada since 1985,
presently holding the rank of Detective Sergeant. Having trained with police
forces in Canada and the U.S., including the Ontario Provincial Police, the New
York City Police Department and the Federal Bureau of Investigation, Mr.
Sullivan is a certified Use of Force Instructor and Firearms Instructor.

Executive Compensation

      The following table shows the compensation during the period from March 1,
2005 (the inception of the Company) to November 30, 2005, paid or accrued, to
Sheldon Kales, the President of Security Devices. None of the executive officers
of Security Devices received compensation in excess of $100,000 during this
period.

                                             All
                                             Other                        Other
                                             Annual   Restric-            Com-
                                             Compen-  ted Stock  Options  pensa-
Name and Princi-    Fiscal  Salary   Bonus   sation    Awards    Granted  tion
 pal Position        Year    (1)      (2)     (3)       (4)        (5)     (6)
- ----------------    ------  ------   -----   -------  ---------  -------  ------

Sheldon Kales,
 President           2005       --       --       --   $25,000        --     --

(1)  The dollar value of base salary (cash and non-cash) received.
(2)  The dollar value of bonus (cash and non-cash) received.
(3)  Any other annual compensation not properly categorized as salary or bonus,
     including perquisites and other personal benefits, securities or property.
(4)  During the periods covered by the table, the value of the shares of
     restricted stock issued as compensation for services to the persons listed
     in the table.

      As of November 30, 2005, the number of shares of Security Devices's common
stock, owned by the officers included in the table above, and the value of such
shares at such date, based upon the market price of Security Devices' common
stock were:


                                       13
<PAGE>

      Name                          Shares            Value
      ----                          ------            -----

    Sheldon Kales                  2,500,000              *

*  As of November 30, 2005, there was no public market for the common stock of
   Security Devices.

      Although Security Devices has no plans to pay dividends, dividends may be
paid on shares of restricted stock owned by Security Devices' officers and
directors,

(5)  The shares of common stock to be received upon the exercise of all stock
     options granted during the periods covered by the table.
(6)  All other compensation received that Security Devices could not properly
     report in any other column of the table.

      Other than shares issued in March 2005 for services rendered, Security
Devices' officers have not received any compensation between the date of its
incorporation (March 1, 2005) and the date of this prospectus.

      Security Devices does not have an employment agreement with any of its
officers.

      The following shows the amounts which Security Devices expects to pay to
its officers during the twelve month period ending March 31, 2007, and the time
these persons plan to devote to Security Devices' business.

                                   Proposed         Time to be Devoted to the
      Name                       Compensation      Business of Security Devices
      ----                       ------------      ----------------------------

      Sheldon Kales                   *                   100%
      Natan Blaunshtein               *                    50%
      Boaz Dor                        *                    50%
      Gregory Sullivan                *                    10%

o     Security Devices' officers and directors have agreed to serve without
      compensation until Security Devices has accumulated gross revenues of
      $500,000.
o     Security  Devices has agreed to pay Natan  Blaunshtein a royalty  equal to
      3.5% of its sales.

      Once accumulated revenue reaches $500,000, Security Devices' directors may
compensate its officers depending upon a variety of factors, including past
sales volume and the anticipated results of its future operations. However,
there are no sales, net income, or other thresholds which are required for
Security Devices' directors to increase the compensation paid to Security
Devices' officers. Security Devices may issue shares of its common stock to its
officers in payment of compensation owed to its officers.


                                       14
<PAGE>

      Stock Options. Security Devices has not granted any stock options and does
not have any stock option plans in effect as of the date of this prospectus. In
the future, Security Devices may grant stock options to its officers, directors,
employees or consultants.

      Long-Term Incentive Plans. Security Devices does not provide its officers
or employees with pension, stock appreciation rights, long-term incentive or
other plans and has no intention of implementing any of these plans for the
foreseeable future.

      Employee Pension, Profit Sharing or other Retirement Plans. Security
Devices does not have a defined benefit, pension plan, profit sharing or other
retirement plan, although it may adopt one or more of such plans in the future.

      Compensation of Directors. Security Devices' directors do not receive any
compensation pursuant to any standard arrangement for their services as
directors.

Transactions with Related Parties and Recent Sales of Securities

      The following lists all shares of Security Devices' common stock since its
incorporation:

                                                              Consideration
      Shareholder             Date of Sale   Shares Issued    Paid for Shares
      -----------             ------------   -------------    ----------------

      Sheldon Kales             3-03-05      2,500,000       Services rendered,
                                                             valued at $25,000
      Boaz Dor                  3-03-05        900,000       Services rendered,
                                                             valued at $9,000
      Gregory Sullivan          3-03-05        240,000       Services rendered,
                                                             valued at $2,400
      Alexander Blaunshtein (1) 3-03-05      1,560,000       Services rendered,
                                                             valued at $15,600
      Consultants               3-03-05      1,325,000       Services rendered,
                                                             valued at $13,250
      Private Investors         4-15-05        397,880       $99,470
      Private Investors        12-31-05        486,000       $48,600
      Private Investors         1-31-06        470,000       $47,000
      Private Investors         3-08-06        286,000       $50,050
      Consultant                3-08-06         50,000       Services rendered,
                                                             valued at $8,750
      Public Investors        5-06/7-06      2,000,000       (2)
                                          ------------
                                            10,214,880
                                          ============

(1) Alexander Blaunshtein is the son of Natan Blaunshtein.
(2) Shares were sold in public offering at a price of $0.20 per share.

     The services  relating to the shares issued in March 2005 were provided for
the  development  of the WERS and were  valued at $0.01 per  share.  The  50,000
shares  issued  in March  2006  were  issued  as  compensation  for  introducing
investors  to Security  Devices and were valued at $0.175 per share which is the
price, per


                                       15
<PAGE>

share, received by Security Devices for the shares sold for cash in March 2006.

      The funds raised from the private investors were used to pay the expenses
of this offering and Security Devices' research and development and general and
administrative expenses.

     The electrical  aspects of the WERS are being developed by D.P.  Electronic
Systems,  Ltd.,  a  company  controlled  by  Alexander  Blaunshtein.   Alexander
Blaunshtein  is a principal  shareholder  of Security  Devices and is the son of
Natan Blaunshtein,  who is one of Security Devices' directors. During the period
from its inception  (March 1, 2005) through  November 30, 2005 Security  Devices
paid $25,000 to D.P. Electronic Systems. Of this amount, $7,000 was used by D.P.
Electronic for legal expenses  relating to the  applications for two provisional
patents,  and the  remainder  was used for  research and  development.  Security
Devices is of the opinion that its arrangement with D.P.  Electronic  Systems is
at least as favorable as that which  Security  Devices  could have obtained from
any unrelated third party.

      As of November 30, 2005 Security Devices had borrowed $4,297 from Sheldon
Kales, $2,073 from Gregory Sullivan, and $1,658 from Boaz Dor. The amounts owed
to these persons bear interest at 4% per year, are unsecured and are due on
demand.

                             PRINCIPAL SHAREHOLDERS

      The following table shows the ownership of Security Devices' common stock
as of the date of this prospectus by each shareholder known by Security Devices
to be the beneficial owner of more than 5% of Security Devices' outstanding
shares, each director and executive officer and all directors and executive
officers as a group. Except as otherwise indicated, each shareholder has sole
voting and investment power with respect to the shares they beneficially own.

Name                               Number of Shares        Percent of Class
- ----                               ----------------        ----------------

Sheldon Kales                        2,500,000                    24%
Natan Blaunshtein                           --                     --
Boaz Dor                               900,000                     9%
Gregory Sullivan                       240,000                     2%

Alexander Blaunshtein (1)            1,560,000                    15%
Dror Shachar (2)                     1,200,000                    12%

All Officers and Directors
   as a group (four persons)         3,640,000                    36%

(1)  Alexander Blaunshtein is the son of Nathan Blaunshtein.

(2)  Dror  Shachar  holds  these  shares for the  benefit of his  father,  Mark
     Shachar.



                                       16
<PAGE>


                              SELLING SHAREHOLDERS

      The persons listed in the following table plan to offer the shares shown
opposite their respective names by means of this prospectus. The owners of the
shares to be sold by means of this prospectus are referred to as the "selling
shareholders". The selling shareholders acquired their shares from Security
Devices in private transactions for services rendered and for cash at prices
ranging between $0.10 and $0.25 per share.

      Security Devices will not receive any proceeds from the sale of the shares
by the selling shareholders. Security Devices will pay all costs of registering
the shares offered by the selling shareholders. These costs, based upon the time
related to preparing this section of the prospectus, are estimated to be $2,000.
The selling shareholders will pay all sales commissions and other costs of the
sale of the shares offered by them.
                                                        Share        Percentage
                                       Shares to be   Ownership       Ownership
                              Shares   Sold in this     After           After
Name                          Owned      Offering      Offering       Offering
- ----                          ------   ------------   ---------      -----------

Sheldon Kales (1)          2,500,000      200,000      2,300,000         23%
Boaz Dor (1)                 900,000      200,000        700,000          7%
Gregory Sullivan (1)         240,000      200,000         40,000        0.4%
Alexander Blaunshtein (2)  1,560,000      200,000      1,360,000         13%
Dror Shachar               1,200,000      200,000      1,000,000         10%
Tibor I. Barsony             235,000      235,000             --
Morry Patoka                  50,000       50,000             --
Ted Calabretta               107,880      107,880             --
Mark Simmons                 150,000      150,000             --
Norman and Wendy Simmons      30,000       30,000             --
Richard Savage                90,000       90,000             --
Mark Bodenstein               40,000       40,000             --
John W. Gladding               6,000        6,000             --
Tom Kellner                   10,000       10,000             --
Agnes Gergely                 10,000       10,000             --
Rob Barsony                   50,000       50,000             --
Julie Wright                  50,000       50,000             --
David Goodman                100,000      100,000             --
Allan Zener                   50,000       50,000             --
Avivit Bodenstein             10,000       10,000             --
Dr. Tally Bodenstein          50,000       50,000             --
Luis Gil                      10,000       10,000             --
Peter Gil                     10,000       10,000             --
Lyle McLennan                 20,000       20,000             --
Len Lombardi                  10,000       10,000             --
Maxine Levine                  5,000        5,000             --
Andrea Levine                  5,000        5,000             --
Patti Ballas                   5,000        5,000             --
Ezra Ballas                    5,000        5,000             --
Nahum Kaplan                  10,000       10,000             --


                                       17
<PAGE>

                                                        Share        Percentage
                                       Shares to be   Ownership       Ownership
                              Shares   Sold in this     After           After
Name                          Owned      Offering      Offering       Offering
- ----                          ------   ------------   ---------      -----------

Eric Kaplan                   10,000       10,000             --
Sylvie Kaplan                 10,000       10,000             --
Jonathan Kaplan               10,000       10,000             --
Sydney Ceresne                10,000       10,000             --
Bryan Ceresne                 10,000       10,000             --
Roland Lupka                  20,000       20,000             --
Cindy Diamond                 20,000       20,000             --
Rosika Bodenstein             60,000       60,000             --
Brenda M.Chisholm            100,000      100,000             --
Christine McArthur             5,000        5,000             --
Michael John McArthur         10,000       10,000             --
Steve MacDonald               10,000       10,000             --
Linda MacDonald               10,000       10,000             --
Kevin McGovern                10,000       10,000             --
Steve Kessel                  10,000       10,000             --
Oleh Kupraty                  10,000       10,000             --
Kevin Wood                    10,000       10,000             --
Amand Schofield                5,000        5,000             --
Brian Griffith                10,000       10,000             --
Roy Teeft                     10,000       10,000             --
Craig Campbell                10,000       10,000             --
Abe Goldstein                 30,000       30,000             --
Kathy Schneider               30,000       30,000             --
Robert Schneider              50,000       50,000             --
Ian Zive                      20,000       20,000             --
Mandy Schneider              156,000      156,000             --
George Schneider              50,000       50,000             --
                         -----------  -----------
                           8,214,880    2,814,880
                         ===========  ===========

(1)  Officer or director of Security Devices.
(2)  Alexander Blaunshtein is the son of Natan Blaunshtein.

      Except as noted above, no selling shareholder has, or had, any material
relationship with Security Devices, or Security Devices' officers or directors.

      Richard Savage and Lyle McLennan are registered representatives with
Blackmont Capital, a Canadian brokerage firm. To Security Devices' knowledge, no
other selling shareholder is affiliated with a securities broker.

Manner of Sale.

      The shares of common stock owned by the selling shareholders may be
offered and sold by means of this prospectus from time to time as market
conditions permit. The shares owned by the selling shareholders may be sold in


                                       18
<PAGE>

the over-the-counter market, or otherwise, at prices and terms then prevailing
or at prices related to the then-current market price, or in negotiated
transactions. These shares may be sold by one or more of the following methods,
without limitation:

     o    a block trade in which a broker or dealer so engaged  will  attempt to
          sell the shares as agent but may  position and resell a portion of the
          block as principal to facilitate the transaction;

     o    purchases by a broker or dealer as principal and resale by such broker
          or dealer for its account pursuant to this prospectus;

     o    ordinary  brokerage  transactions and transactions in which the broker
          solicits purchasers; and

     o    face-to-face  transactions  between  sellers and purchasers  without a
          broker/dealer.

      In competing sales, brokers or dealers engaged by the selling shareholders
may arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from selling shareholders in amounts to be
negotiated. As to any particular broker-dealer, this compensation might be in
excess of customary commissions. Neither Security Devices nor the selling
stockholders can presently estimate the amount of such compensation.
Notwithstanding the above, no NASD member will charge commissions that exceed 8%
of the total proceeds from the sale.

      The selling shareholders and any broker/dealers who act in connection with
the sale of the shares may be deemed to be "underwriters" within the meaning of
ss.2(11) of the Securities Acts of 1933, and any commissions received by them
and any profit on any resale of the shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.
      If any selling shareholder enters into an agreement to sell his or her
shares to a broker-dealer as principal, and the broker-dealer is acting as an
underwriter, Security Devices will file a post-effective amendment to the
registration statement, of which this prospectus is a part, identifying the
broker-dealer, providing required information concerning the plan of
distribution, and otherwise revising the disclosures in this prospectus as
needed. Security Devices will also file the agreement between the selling
shareholder and the broker-dealer as an exhibit to the post-effective amendment
to the registration statement.

      The selling stockholders may also sell their shares pursuant to Rule 144
under the Securities Act of 1933.

      Security Devices has advised the selling shareholders that they and any
securities broker/dealers or others who may be deemed to be statutory
underwriters will be subject to the prospectus delivery requirements under the
Securities Act of 1933. Security Devices has also advised each selling
shareholder that in the event of a "distribution" of the shares owned by the
selling shareholder, such selling shareholder, any "affiliated purchasers", and
any broker/dealer or other person who participates in the distribution may be
subject to Rule 102 of Regulation M under the Securities Exchange Act of 1934
("1934 Act") until their participation in that distribution is completed. Rule


                                       19
<PAGE>

102 makes it unlawful for any person who is participating in a distribution to
bid for or purchase stock of the same class as is the subject of the
distribution. A "distribution" is defined in Rule 102 as an offering of
securities "that is distinguished from ordinary trading transactions by the
magnitude of the offering and the presence of special selling efforts and
selling methods". Security Devices has also advised the selling shareholders
that Rule 101 of Regulation M under the 1934 Act prohibits any "stabilizing bid"
or "stabilizing purchase" for the purpose of pegging, fixing or stabilizing the
price of the common stock in connection with this offering.

                            DESCRIPTION OF SECURITIES

Common Stock
- ------------

      Security Devices is authorized to issue 50,000,000 shares of common stock.
As of the date of this prospectus Security Devices had 10,214,880 outstanding
shares of common stock. Holders of common stock are each entitled to cast one
vote for each share held of record on all matters presented to shareholders.
Cumulative voting is not allowed; hence, the holders of a majority of the
outstanding common stock can elect all directors.

      Holders of common stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available for dividends
and, in the event of liquidation, to share pro rata in any distribution of
Security Devices' assets after payment of liabilities. The Board of Directors is
not obligated to declare a dividend and it is not anticipated that dividends
will ever be paid.

      Holders of common stock do not have preemptive rights to subscribe to
additional shares if issued by Security Devices. There are no conversion,
redemption, sinking fund or similar provisions regarding the common stock. All
of the outstanding shares of common stock are fully paid and non-assessable and
all of the shares of common stock offered by this prospectus will be, upon
issuance, fully paid and non-assessable.

Preferred Stock
- ---------------

      Security Devices is authorized to issue 5,000,000 shares of preferred
stock. Shares of preferred stock may be issued from time to time in one or more
series as may be determined by Security Devices' Board of Directors. The voting
powers and preferences, the relative rights of each such series and the
qualifications, limitations and restrictions of each series will be established
by the Board of Directors. Security Devices' directors may issue preferred stock
with multiple votes per share and dividend rights which would have priority over
any dividends paid with respect to the holders of Security Devices' common
stock. The issuance of preferred stock with these rights may make the removal of
management difficult even if the removal would be considered beneficial to
shareholders generally, and will have the effect of limiting shareholder
participation in transactions such as mergers or tender offers if these
transactions are not favored by Security Devices' management. As of the date of
this prospectus Security Devices had not issued any shares of preferred stock.



                                       20
<PAGE>


Transfer Agent
- --------------

      Transhare Corporation, 5105 DTC Parkway, Suite 325, Greenwood Village, CO
80111. Telephone 303-662-1112, Fax 303-662-1113.

                                LEGAL PROCEEDINGS

      Security Devices is not involved in any legal proceedings and Security
Devices does not know of any legal proceedings which are threatened or
contemplated.

                                 INDEMNIFICATION

      The Delaware General Corporation law authorizes indemnification of a
director, officer, employee or agent of Security Devices against expenses
incurred in connection with any action, suit, or proceeding to which he is named
a party by reason of his having acted or served in such capacity, except for
liabilities arising from his own misconduct or negligence in performance of his
duty. In addition, even a director, officer, employee, or agent of Security
Devices who was found liable for misconduct or negligence in the performance of
his duty may obtain such indemnification if, in view of all the circumstances in
the case, a court of competent jurisdiction determines such person is fairly and
reasonably entitled to indemnification. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers, or persons controlling Security Devices pursuant to the
foregoing provisions, Security Devices has been informed that in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.

                              AVAILABLE INFORMATION
      Security Devices has filed with the Securities and Exchange Commission a
Registration Statement on Form SB-2 (together with all amendments and exhibits)
under the Securities Act of 1933, as amended, with respect to the Securities
offered by this prospectus. This prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Securities and
Exchange Commission. For further information, reference is made to the
Registration Statement which may be read and copied at the Commission's Public
Reference Room at 100 F. Street, N.E., Washington, D.C. 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The registration statement is also available at
www.sec.gov, the website of the Securities and Exchange Commission.


                                       21
<PAGE>

<PAGE>





                      SECURITY DEVICES INTERNATIONAL, INC.
                        (A Development Stage Enterprise)
                              FINANCIAL STATEMENTS
                                NOVEMBER 30, 2005
      Together with Report of Independent Registered Public Accounting Firm
                        (Amounts expressed in US Dollars)



                                       27
<PAGE>


                      SECURITY DEVICES INTERNATIONAL, INC.
                        (A Development Stage Enterprise)
                              FINANCIAL STATEMENTS
                                NOVEMBER 30, 2005
                        (Amounts expressed in US Dollars)


                                TABLE OF CONTENTS
                                                                       Page No

     Report of Independent Registered Public Accounting Firm               1

     Balance Sheet as of November 30, 2005                               2-3

     Statement of Operations for the nine months (since inception)
        ended November 30, 2005                                            4

     Statement of Cash Flows for the nine months (since inception)
        ended November 30, 2005                                            5

     Statement of Changes in Stockholders' Deficiency
        for the nine months (since inception) ended November 30, 2005      6

     Notes to Financial Statements                                      7-13







                                       28
<PAGE>

Schwartz Levitsky Feldman llp
CHARTERED ACCOUNTANTS
TORONTO, MONTREAL, OTTAWA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of
Security Devices International, Inc.
(A Development Stage Enterprise)

We have audited the accompanying balance sheet of Security Devices
International, Inc. (incorporated in Delaware, United States of America) as at
November 30, 2005 and the related statements of operations, cash flows and
stockholders' deficiency for the nine month period (since inception) then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Security Devices International,
Inc. as of November 30, 2005, and the results of its operations and its cash
flows for the nine month period (since inception) then ended in accordance with
generally accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. As discussed in note 2 to the
financial statements, the company has not commenced operations and has no source
for operating revenue and expects to incur significant expenses before
establishing operating revenue. The Company's future success is dependent upon
its ability to raise sufficient capital, not only to maintain its operating
expenses, but also to continue to develop and be able to profitably market its
product. There is no guarantee that such capital will be available on acceptable
terms, if at all. That raises substantial doubt about its ability to continue as
a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

                                             "SCHWARTZ LEVITSKY FELDMAN LLP"

     Toronto, Ontario, Canada
     February 17, 2006                                 Chartered Accountants


              1167 Caledonia Road
              Toronto, Ontario M6A 2X1
              Tel:  416 785 5353
              Fax:  416 785 5663


<PAGE>



SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Balance Sheet
As at November 30, 2005
(Amounts expressed in US Dollars)




                                     ASSETS


     CURRENT ASSETS
        Cash                                           $    126
                                                       --------

                                                       $    126
                                                       ========














The accompanying notes are an integral part of these financial statements.


                                        2

<PAGE>

SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Balance Sheet
As at November 30, 2005
(Amounts expressed in US Dollars)



                                   LIABILITIES



     CURRENT LIABILITIES

        Accounts payable and accrued liabilities (note 4)        $   16,076

        Loans from Directors/Shareholders (note 6)                    8,029
                                                                -----------

                                                                     24,105
                                                                -----------


                            STOCKHOLDERS' DEFICIENCY

     CAPITAL STOCK (note 5)                                           6,923

     ADDITIONAL PAID-IN CAPITAL                                     157,797

     DEFICIT, ACCUMULATED DURING THE DEVELOPMENT STAGE             (188,699)
                                                                  ---------

   (23,979)

                                                                  $     126
                                                                  =========





The accompanying notes are an integral part of these financial statements.

                                        3


<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Statement of Operations
For the nine months ended November 30, 2005 (since inception)
(Amounts expressed in US Dollars)




        RESEARCH AND PRODUCT DEVELOPMENT COST                     $  80,000

        OTHER OPERATING EXPENSES:
                     General and Administration                      21,475
            Legal and Accounting                                     21,974

            Consulting and Professional                              65,250
                                                                 ----------


        TOTAL EXPENSES                                              188,699
                                                                  ---------


        LOSS BEFORE INCOME TAXES                                   (188,699)
                                                                  ---------

            Income taxes                                                 --

        NET LOSS                                                 $ (188,699)
                                                                 ==========

            Loss per share - basic and diluted                   $    (0.03)
                                                                 ==========

            Weighted average common shares outstanding            6,808,409
                                                                 ==========









The accompanying notes are an integral part of these financial statements.

                                        4

<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Statement of Cash Flows
For the nine months ended November 30, 2005 (since inception)
(Amounts expressed in US Dollars)
(Unaudited)



   CASH FLOWS FROM OPERATING ACTIVITIES
       Net loss for the period                                    $  (188,699)
         Items not requiring an outlay of cash:
          Issue of shares for professional services                    65,250
          Increase in accounts payable and accrued liabilities         16,076
                                                                  ------------

   NET CASH USED IN OPERATING ACTIVITIES                             (107,373)
                                                                  ------------

   CASH FLOWS FROM INVESTING ACTIVITIES                                    --
                                                                  ------------

   NET CASH USED IN INVESTING ACTIVITIES                                   --
                                                                  ------------

   CASH FLOWS FROM FINANCING ACTIVITIES
      Loans from directors/shareholders                                 8,029

      Proceeds from issuance of common shares                          99,470
                                                                  ------------


   NET CASH PROVIDED BY FINANCING ACTIVITIES                          107,499
                                                                  ------------

   NET INCREASE IN CASH AND CASH EQUIVALENTS
      FOR THE PERIOD                                                      126
        Cash and cash equivalents, beginning of period                     --
                                                                  ------------

   CASH AND CASH EQUIVALENTS, END OF PERIOD                       $       126
                                                                  ============

   INCOME TAXES PAID                                                       --
                                                                  ============

   INTEREST PAID                                                          --
                                                                  ============





The accompanying notes are an integral part of these financial statements.

                                        5


<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise) Statement of Changes in Stockholders'
Deficiency For the nine months ended November 30, 2005 (since inception)
(Amounts expressed in US Dollars)


<TABLE>
<S>                                  <C>         <C>        <C>          <C>         <C>

                                  Number of    Common   Additional
                                   Common      Shares     Paid-in      Deficit
                                   Shares      Amount     Capital    accumulated    Total
                                  ---------    ------   ----------   -----------   -------

Balance as of March 1, 2005             --         --    $      --    $     --    $    --

Issuance of common shares
 for professional services       6,525,000      6,525       58,725          --     65,250
Issuance of common shares
 for cash                          397,880        398       99,072      99,470
Net loss for the period                 --         --           --    (188,699)  (188,699)
                               -----------  ---------    ---------   ----------  --------
Balance as of
November 30, 2005                6,922,880      6,923      157,797    (188,699)   (23,979)
                               ---------    ---------    ---------   ----------  --------



</TABLE>









The accompanying notes are an integral part of these financial statements.


                                        6


<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
November 30, 2005
(Amounts expressed in US Dollars)


     1. BASIS OF PRESENTATION

        The financial statements include the accounts of Security Devices
        International Inc. (the "Company"). This is the first period of the
        financial statements which commenced March 1, 2005 and ended November
        30, 2005.  The Company's fiscal year ends on November 30.


     2. NATURE OF OPERATIONS AND GOING CONCERN

        The Company was incorporated under the laws of the state of Delaware on
        March 1, 2005. The company plans to develop and market a wireless,
        non-lethal weapon for use in law enforcement, defense and personal
        security. The company's product in the making is similar to the widely
        used Stun Gun, except that it can effectively incapacitate offenders
        from a distance as far as 30 meters without a trail of wires leading
        back to the launcher.

        The company has not commenced operations. It has no source for operating
        revenue and expects to incur significant expenses before establishing
        operating revenue. The Company's future success is dependent upon its
        ability to raise sufficient capital, not only to maintain its operating
        expenses, but to continue to develop and be able to profitably market
        its product. There is no guarantee that such capital will be available
        on acceptable terms, if at all.

     3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        a) Use of Estimates

           These financial statements have been prepared in accordance with
           generally accepted accounting principles in the United States of
           America. Because a precise determination of assets and liabilities,
           and correspondingly revenues and expenses, depends on future events,
           the preparation of financial statements for any period necessarily
           involves the use of estimates and assumption. Actual amounts may
           differ from these estimates. These financial statements have, in
           management's opinion, been properly prepared within reasonable limits
           of materiality and within the framework of the accounting policies
           summarized below.





                                        7


<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
November 30, 2005
(Amounts expressed in US Dollars)


     3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)


        b) Income taxes

           The Company accounts for income taxes under the provisions of SFAS
           No. 109, which requires recognition of deferred tax assets and
           liabilities for the expected future tax consequences of events that
           have been included in the financial statements or tax returns.
           Deferred income taxes are provided using the liability method. Under
           the liability method, deferred income taxes are recognized for all
           significant temporary differences between the tax and financial
           statement bases of assets and liabilities.

           Current income tax expense (recovery) is the amount of income taxes
           expected to be payable (recoverable) for the current period. A
           deferred tax asset and/or liability is computed for both the expected
           future impact of differences between the financial statement and tax
           bases of assets and liabilities and for the expected future tax
           benefit to be derived from tax losses. Valuation allowances are
           established when necessary to reduce deferred tax asset to the amount
           expected to be "more likely than not" realized in future tax returns.
           Tax law and rate changes are reflected in income in the period such
           changes are enacted. Due to valuation allowance for deferred tax
           assets, there are no deferred tax benefits or expenses for the period
           ended November 30, 2005.

        c) Revenue Recognition

           The Company's revenue recognition policies are expected to follow
           common practice in the manufacturing industry.

        d)  Stock Based Compensation

          The Company has adopted SFAS No. 123, Accounting for Stock-Based
          Compensation, as amended by SFAS No. 148 which introduced the use of a
          fair value-based method of accounting for stock-based compensation. It
          encourages, but does not require, companies to recognize compensation
          expenses for stock-based compensation to employees based on the new
          fair value accounting rules. The Company chose to continue to account
          for stock-based compensation using the intrinsic value method
          prescribed in Accounting Principles Board Opinion No. 25, "Accounting
          for Stock Issued to Employees", and related interpretations.
          Accordingly, compensation cost for stock options is measured as the
          excess, if any,


                                        8

<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
November 30, 2005
(Amounts expressed in US Dollars)


     3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)


        d) Stock Based Compensation (cont'd)

           Pro-forma information regarding net loss and loss per share is
           required by FAS No. 123 (Amended by FAS No.148) - "Accounting for
           Stock Based Compensation" and should be determined as if the company
           had accounted for its employee stock options based on fair values at
           the grant date for options granted under the Plan. Since no stock
           options were granted during this period, the pro-forma impact is not
           applicable. No pro-forma information is given since the company did
           not issue any stock options in this period.

        e) Loss per Share

           The Company has adopted FAS No. 128, "Earnings per Share", which
           requires disclosure on the financial statements of "basic" and
           "diluted" loss per share. Basic loss per share is computed by
           dividing net loss by the weighted average number of common shares
           outstanding for the year. Diluted loss per share is computed by
           dividing net loss by the weighted average number of common shares
           outstanding plus common stock equivalents (if dilutive) related to
           stock options and warrants for each year.

        f) Fair values

           The carrying amount of the Company's cash, accounts payable and
           accrued liabilities approximates fair values because of the short
           term maturity of these instruments.

        g) Research and Product Development

           Research and Product Development costs, other than capital
           expenditures but including acquired research and product development
           costs, are charged against income in the period incurred.

        h) Foreign Currency

           The Company maintains its books, records and banking transactions in
           U.S. dollars which is its functional currency.  As such, no
           translation adjustment is created.


                                        9

<PAGE>

SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
November 30, 2005
(Amounts expressed in US Dollars)


     3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

        i) Recent Pronouncements
           SFAS NO. 123R- In December 2004, the Financial Accounting Standards
           Board ("FASB") issued Statement of Financial Accounting Standards No.
           123R, "Share-Based Payment" ("FAS 123R"), which revised FAS 123
           "Accounting for Stock-Based Compensation". FAS 123R requires
           measurement and recognition of the costs of employee services
           received in exchange for an award of equity instruments based on the
           grant-date fair value of the award, recognized over the period during
           which an employee is required to provide service in exchange for such
           award. Implementation is required as of the first interim or annual
           reporting period that begins after December 15, 2005 for public
           entities that file as small business issuers. Management intends to
           comply with this statement at the scheduled effective date for the
           relevant financial statements of the Company.

           In November 2004, the Financial Accounting Standards Board issued
           SFAS 151, which revised ARB No.43, relating to inventory costs. This
           revision is to clarify the accounting for abnormal amounts of idle
           facility expense, freight, handling costs and wasted material
           (spoilage). This Statement requires that these items be recognized as
           a current period charge regardless of whether they meet the criterion
           specified in ARB 43. In addition, this Statement requires the
           allocation of fixed production overheads to the costs of conversion
           be based on normal capacity of the production facilities. This
           Statement is effective for financial statements for fiscal years
           beginning after June 15, 2005. Earlier application is permitted for
           inventory costs incurred during fiscal years beginning after the date
           of this Statement is issued. Management believes this Statement will
           have no impact on the financial statements of the Company once
           adopted.

           In December, 2004, the FASB issued SFAS 152, which amends SFAS. 66,
           Accounting for Sales of Real Estate, to reference the financial
           accounting and reporting guidance for real estate time-sharing
           transactions that is provided in AICPA Statement of Position (SOP)
           04-2, ACCOUNTING FOR REAL ESTATE TIME-SHARING TRANSACTIONS. This
           Statement also amends SFAS 67, ACCOUNTING FOR COSTS AND INITIAL
           RENTAL OPERATIONS OF REAL ESTATE PROJECTS, to state that the guidance
           for:

           (a)   incidental operations; and (b) costs incurred to sell real
                 estate projects does not apply to real-estate time-sharing
                 transactions. The


                                       10


<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
November 30, 2005
(Amounts expressed in US Dollars)


     3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

                 accounting for those operations and costs is subject to the
                 guidance in SOP 04-2. This Statement is effective for financial
                 statements for fiscal years beginning after June 15, 2005.
                 Management believes this Statement will have no impact on the
                 financial statements of the Company once adopted.

           In December 2004, the FASB issued SFAS 153. This Statement addresses
           the measurement of exchanges of Non-monetary assets. The guidance in
           APB No. 29, ACCOUNTING FOR NONMONETARY TRANSACTIONS, is based on the
           principle that exchanges of non-monetary assets should be measured
           based on the fair value of the assets exchanged. The guidance in that
           Opinion, however, included certain exceptions to that principle. This
           Statement amends APB No. 29 to eliminate the exception for
           non-monetary exchanges of similar productive assets and replaces it
           with a general exception for exchanges of non-monetary assets that do
           not have commercial substance. A non-monetary exchange has commercial
           substance if the future cash flows of the entity are expected to
           change significantly as a result of the exchange. This Statement is
           effective for financial statements for fiscal years beginning after
           June 15, 2005. Earlier application is permitted for non-monetary
           asset exchanges incurred during fiscal years beginning after the date
           of this Statement is issued. Management believes this Statement will
           have no impact on the financial statements of the Company once
           adopted.

           Financial Accounting Standards Board ("FASB") Statement No. 154
           Accounting Changes and Error Corrections--a replacement of APB
           Opinion  No. 20 and FASB Statement No. 3

               This Statement replaces APB Opinion No. 20, Accounting Changes,
               and FASB Statement No. 3, Reporting Accounting Changes in Interim
               Financial Statements, and changes the requirements for the
               accounting for and reporting of a change in accounting principle.
               This Statement applies to all voluntary changes in accounting
               principle. It also applies to changes required by an accounting
               pronouncement in the unusual instance that the pronouncement does
               not include specific transition provisions. When a pronouncement
               includes specific transition provisions, those provisions should
               be followed.



                                       11


<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
November 30, 2005
(Amounts expressed in US Dollars)


     3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

               Opinion 20 previously required that most voluntary changes in
               accounting principle be recognized by including in net income of
               the period of the change the cumulative effect of changing to the
               new accounting principle. This Statement requires retrospective
               application to prior periods' financial statements of changes in
               accounting principle, unless it is impracticable to determine
               either the period-specific effects or the cumulative effect of
               the change. When it is impracticable to determine the
               period-specific effects of an accounting change on one or more
               individual prior periods presented, this Statement requires that
               the new accounting principle be applied to the balances of assets
               and liabilities as of the beginning of the earliest period for
               which retrospective application is practicable and that a
               corresponding adjustment be made to the opening balance of
               retained earnings (or other appropriate components of equity or
               net assets in the statement of financial position) for that
               period rather than being reported in an income statement. When it
               is impracticable to determine the cumulative effect of applying a
               change in accounting principle to all prior periods, this
               Statement requires that the new accounting principle be applied
               as if it were adopted prospectively from the earliest date
               practicable.

               This Statement defines retrospective application as the
               application of a different accounting principle to prior
               accounting periods as if that principle had always been used or
               as the adjustment of previously issued financial statements to
               reflect a change in the reporting entity. This Statement also
               redefines restatement as the revising of previously issued
               financial statements to reflect the correction of an error.

               This Statement requires that retrospective application of a
               change in accounting principle be limited to the direct effects
               of the change. Indirect effects of a change in accounting
               principle, such as a change in nondiscretionary profit-sharing
               payments resulting from an accounting change, should be
               recognized in the period of the accounting change.




                                          12


<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
November 30, 2005
(Amounts expressed in US Dollars)


     3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

               This Statement also requires that a change in depreciation,
               amortization, or depletion method for long-lived, non financial
               assets be accounted for as a change in accounting estimate
               affected by a change in accounting principle.

               This Statement carries forward without change the guidance
               contained in Opinion 20 for reporting the correction of an error
               in previously issued financial statements and a change in
               accounting estimate. This Statement also carries forward the
               guidance in Opinion 20 requiring justification of a change in
               accounting principle on the basis of prefer ability.

               FASB Statement No. 154 is effective for fiscal years beginning
               after December 15, 2005.

     4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

        Accounts payable and accrued liabilities are
          comprised of the following:

              Payables                                         $   5,210
              Accrued liabilities                                 10,866
                                                               ---------

                                                                $ 16,076
                                                               =========

     5. CAPITAL STOCK

        a) Authorized

            50,000,000 Common shares, $0.001 par value

          And

           5,000,000 Preferred shares, $0.001 par value



                                       13

<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
November 30, 2005
(Amounts expressed in US Dollars)


     5. CAPITAL STOCK (cont'd)

        b) Issued

           6,922,880 Common shares

        c) Changes to Issued Share Capital

           i)   On March 3, 2005, the Company authorized the issuance of
                6,000,000 common shares to promoters for services rendered for
                total consideration of $60,000.

           ii)  On March 4, 2004, the Company authorized the issuance of 525,000
                Common shares for services rendered for total consideration of
                $5,250.

           iii) On April 15, 2004 the Company the issuance of 397,880 Common
                shares for cash for a total consideration of $99,470.

        d) Purchase Warrants

           During the current year no warrants were issued.

     6. RELATED PARTY TRANSACTIONS

            During the period ended November 30, 2005 no director was paid any
            compensation in cash. All out of pocket expenses of
            directors/promoters were expensed. The directors/promoters were
            however issued shares in lieu of services rendered, which were
            measured and recorded at the exchange amount. The Directors also
            made advances to the Company to meet the operating expenses. These
            advances of $8,029 are unsecured and bear interest at 4% per year.
            Further, a Company Director has charged the Company a total amount
            of $2,250 for providing office space for the nine month period.

      7. INCOME TAXES

            The Company has certain non-capital losses of approximately $188,699
            available, which can be applied against future taxable income and
            which expires by 2025.

                                       14



<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
November 30, 2005
(Amounts expressed in US Dollars)

      7. INCOME TAXES (cont'd)

            Reconciliation of statutory tax rate to the effective income tax
            rate is as follows:

              Federal statutory income tax rate                    (34.0) %
              State income taxes, net of tax benefit                (3.5) %
                                                                 ----------
              Deferred tax asset valuation allowance               (37.5) %
                                                                 ----------
              Effective rate                                        (0.0) %

              Deferred tax asset components as of November 30, 2005 are as
follows:

              Operating losses available to offset future
                income-taxes                                       $188,699
              Valuation Allowance                                 ($188,699)
                                                                  ---------
              Net deferred tax assets                                    --
                                                                  ---------

            As the company is in the development stage, it has provided a
            100 per cent valuation allowance on the net deferred tax asset as of
            November 30, 2005.

      8. SUBSEQUENT EVENTS

          a) Private placement offering

               On December 15, 2005, the Company authorized a private placement
               offering of its common stock of up to 500,000 common shares at
               $0.10 per share (the "Offering"). No commission is being paid to
               any of the Company's officers or directors in connection with
               this offering. The Company has, however agreed to pay selected
               sales agents a commission not to exceed 10% of the amount sold in
               the offering. The offering is intended as a non-public offering
               exempt from registration under section 4(2) of the Securities Act
               of 1933, as amended, and/or Regulation D promulgated pursuant to
               the Act and the securities laws and regulations of certain states
               in the USA.

               The net proceeds of this offering will be used primarily to meet
               with the legal, audit and patent costs.

               The Offering was oversubscribed; the Company received $95,600 and
               issued 956,000 shares in lieu thereof. These shares of Common
               Stock are restricted securities as defined in Rule 144 of the
               Securities and Exchange Commission.

b)             The Company's officers and directors have agreed to serve without
               compensation until commercial sales begin. The Company has agreed
               to pay a director a royalty equal to 3% of the Company's sales.

                                       15

<PAGE>



                                TABLE OF CONTENTS
                                                                    Page
                                                                    ----

PROSPECTUS SUMMARY ........................................             2
RISK FACTORS ..............................................             2
MARKET FOR SECURITY DEVICES' COMMON STOCK .................             5
MANAGEMENT'S DISCUSSION AND ANALYSIS
     AND PLAN OF OPERATION ................................             6
BUSINESS...................................................             7
MANAGEMENT ................................................            12
PRINCIPAL SHAREHOLDERS.....................................            16
SELLING SHAREHOLDERS.......................................            17
DESCRIPTION OF SECURITIES..................................            20
LEGAL PROCEEDINGS..........................................            21
INDEMNIFICATION ...........................................            21
AVAILABLE INFORMATION......................................            21
FINANCIAL STATEMENTS.......................................            22

      No dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this prospectus, and
if given or made, such information or representations must not be relied upon as
having been authorized by Security Devices. This prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, any of the securities
offered in any jurisdiction to any person to whom it is unlawful to make an
offer by means of this prospectus.






</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
