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<SEC-DOCUMENT>0001004878-06-000043.txt : 20060316
<SEC-HEADER>0001004878-06-000043.hdr.sgml : 20060316
<ACCEPTANCE-DATETIME>20060315183252
ACCESSION NUMBER:		0001004878-06-000043
CONFORMED SUBMISSION TYPE:	SB-2
PUBLIC DOCUMENT COUNT:		8
FILED AS OF DATE:		20060316

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Security Devices International Inc.
		CENTRAL INDEX KEY:			0001354866
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1130

	FILING VALUES:
		FORM TYPE:		SB-2
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-132456
		FILM NUMBER:		06689552

	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>SB-2
<SEQUENCE>1
<FILENAME>formsb2march06.txt
<TEXT>

As filed with the Securities and Exchange Commission on ______, 2006

                                                Commission File No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM SB-2

                          Registration Statement Under
                           THE SECURITIES ACT OF 1933

                       SECURITY DEVICES INTERNATIONAL INC.
                     - -----------------------------------
               (Exact name of registrant as specified in charter)

         Delaware                       3699                  Applied for
 -----------------------         -------------------       -----------------
(State or other jurisdiction   (Primary Standard Classi-     (IRS Employer
      of incorporation)           fication Code Number)        I.D. Number)

                              464 Old Orchard Grove
                                Toronto, Ontario
                                 Canada M5M 2G4
                                 (647) 388-1117
                   ------------------------------------------
         (Address and telephone number of principal executive offices)

                              464 Old Orchard Grove
                                Toronto, Ontario
                                 Canada M5M 2G4
                       ----------------------------------
(Address of principal place of business or intended principal place of business)

                                  Sheldon Kales
                              464 Old Orchard Grove
                                Toronto, Ontario
                                 Canada M5M 2G4
                                 (647) 388-1117
                      -----------------------------------
           (Name, address and telephone number of agent for service)

         Copies of all communications, including all communications sent
                  to the agent for service, should be sent to:

                              William T. Hart, Esq.
                               Hart & Trinen, LLP
                             1624 Washington Street
                             Denver, Colorado 80203
                                  303-839-0061

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
 As soon as practicable after the effective date of this Registration Statement


<PAGE>


      If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box [X].

      If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

      If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

      If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                        CALCULATION OF REGISTRATION FEE

Title of each                        Proposed      Proposed
 Class of                             Maximum      Maximum
Securities            Securities      Offering     Aggregate      Amount of
   to be                to be        Price Per     Offering      Registration
Registered            Registered      Share (1)      Price           Fee
- ----------            ----------     ----------   -------------  ------------

Common stock (2)       2,000,000        $0.50       $1,000,000      $ 107
Common Stock (3)       2,814,880        $0.50       $1,407,440      $ 151
- -----------------------------------------------------------------------------

Total                                                               $ 258
                                                                    =====
- -----------------------------------------------------------------------------

(1) Offering price computed in accordance with Rule 457 (c). (2) Shares of
common stock offered by the Company. (3) Shares of common stock offered by
selling shareholders


      The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of l933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.



<PAGE>


PROSPECTUS
                       SECURITY DEVICES INTERNATIONAL INC.

                                  Common Stock

     By means of this prospectus Security Devices International Inc. is offering
for sale up to 2,000,000 shares of common stock at a price of $0.50 per share.

      The shares Security Devices is offering will be sold on a
self-underwritten basis. Security Devices will not pay any commissions or other
form of remuneration in connection with the sale of these shares.

      The offering of Security Devices' shares is being conducted on a "best
efforts" basis. There is no minimum number of shares required to be sold.
Investors in this offering are not required to purchase any minimum number of
shares. All proceeds from the sale of these shares will be delivered directly to
Security Devices and will not be deposited in any escrow account. If all shares
are sold, Security Devices will receive proceeds of $975,000, net of estimated
unpaid offering expenses of $25,000. Security Devices plans to end the offering
on June 30, 2006. However, Security Devices may, at its discretion, end the
offering sooner or extend the offering until September 30, 2006, if all shares
offered by Security Devices have not been sold by June 30, 2006.

      In addition to the offering by Security Devices, a number of Security
Devices' shareholders are offering to sell up to 2,814,880 shares of Security
Devices' common stock at a price of $0.50 per share. If and when Security
Devices' common stock becomes quoted on the OTC Bulletin Board or listed on a
securities exchange, 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 selling shareholders may offer their shares at the same time
that the shares of common stock are being offered for sale by Security Devices
and the selling shareholders will be free to sell their shares at a price below
the public offering price of $0.50 per share if and when a market develops for
Security Devices' common stock.

      Security Devices will not receive any proceeds from the sale of the common
stock by the selling stockholders. Security Devices will pay for the expenses of
this offering which are estimated to be $45,000, of which approximately $15,000
has been paid as of the date of this prospectus.

      As of the date of this prospectus there was no public market for Security
Devices' common stock. Although Security Devices plans to have its shares listed
on the OTC Bulletin Board, Security Devices may not be successful in
establishing any public market for its common stock.

      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 March __, 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 March 10, 2006 Security Devices had 8,214,880 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:

     Security  Devices is offering to sell up to 2,000,000  shares of its common
stock at a price of $0.50 per share, and

      A number of Security Devices' shareholders are offering to sell up to
2,814,880 shares of common stock at a price of $0.50 per share. If and when
Security Devices' common stock becomes quoted on the OTC Bulletin Board or
listed on a securities exchange, 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' shareholders may be selling their
stock at the same time Security Devices is attempting to raise capital through
the sale of its shares. The selling shareholders may offer their shares at the
same time that the shares of Security Devices' common stock are being offered
for sale and the selling shareholders will be free to sell their shares at a
price below the public offering price of $0.50 per share if and when a market
develops for Security Devices' common stock.

      Security Devices intends to use the net proceeds from the sale of the
shares it is offering for research and development, general and administrative
expenses, and for the costs of this offering.


                                       2
<PAGE>


      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.

Risk Factors Related to this Offering

      1. The offering of Security Devices' shares will be more difficult since
         ----------------------------------------------------------------------
its offering will be made at the same time that shares of Security Devices'
- -------------------------------------------------------------------------------
common stock are being offered for sale by most of its present shareholders. The
- ---------------------------------------------------------------------------
sale of these shares by Security Devices' shareholders may make it more
difficult for Security Devices to sell its shares at the same time since, if and
when a market develops for Security Devices' common stock, Security Devices'
shareholders will be free to sell their shares at a price below Security
Devices' public offering price of $0.50 per share.

      2. 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.

      3. Because there is no public market for Security Devices' common stock,
         -----------------------------------------------------------------------
the price for the shares Security Devices is offering was arbitrarily
- --------------------------------------------------------------------------------
established, does not bear any relationship to Security Devices' assets, book
- --------------------------------------------------------------------------------
value or net worth, and may be greater than the price which investors in this
- --------------------------------------------------------------------------------
offering may receive when they resell their shares. Accordingly, the offering
- --------------------------------------------------
price of Security Devices' common stock should not be considered to be any
indication of the value of its shares. The factors considered in determining the
offering price included Security Devices' future prospects and the likely
trading price for its common stock if a public market ever develops.

      4. Even if all shares offered by this prospectus are sold, the officers
         -----------------------------------------------------------------------
and directors of Security Devices will own approximately 45% of Security
- --------------------------------------------------------------------------------
Devices' outstanding shares and will be able to control all aspects of Security
- --------------------------------------------------------------------------------
Devices' operations. As a result, investors in this offering will not have the
- -------------------
ability to elect any of Security Devices' directors or to adopt any resolution
at any meeting of Security Devices' shareholders.



                                       3
<PAGE>


Risk Factors Related to Security Devices' Business.

      5. 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' offering is being conducted on a "best efforts" basis. There
is no minimum amount which is required to be raised in Security Devices'
offering and all proceeds from the sale of the shares will be delivered to
Security Devices. If only a small number of shares are sold the amount received
from this offering may provide little benefit to Security Devices. Even if all
shares offered are sold, Security Devices will need additional capital. Security
Devices' issuance of equity or equity-related securities to raise capital will
dilute the ownership interest of existing shareholders.

      Security Devices will need 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. Further, there is no assurance how
long Security Devices can remain in operation if only a small number of shares
are sold in this offering.

      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.

      6. 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.

      7. 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


                                       4
<PAGE>


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

      8. 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.

      9. 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.

      10. 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.

      11. 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' two provisional patents and existing trade secret laws may prove
inadequate to protect its proprietary rights. The two U.S. provisional patents,
which expire in July 2006, 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, Security
Devices' patents may be held invalid upon challenge, and others may claim rights
in or ownership of its patents.

      12. 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.


                                       5
<PAGE>

      13. 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.

                       DILUTION AND COMPARATIVE SHARE DATA

      As of March 10, 2006 Security Devices had 8,214,880 outstanding shares of
common stock, which had a negligible book value per share. These shares were
issued for services valued at $74,000 and cash of $245,120. If all shares
offered by Security Devices are sold (of which there can be no assurance),
investors will own 2,000,000 shares, or approximately 80% of Security Devices'
outstanding common stock, for which they will have paid $1,000,000 and Security
Devices' present shareholders will own approximately 80% of Security Devices'
common stock. If less than all shares offered are sold, the percentage ownership
of the investors in this offering will be less and the dilution to the investors
will be greater than if all shares offered were sold.

      The following table illustrates per share dilution and the comparative
stock ownership of Security Devices' stockholders as compared to the investors
in this offering, based upon the number of shares sold.

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


Shares outstanding as of
March 10, 2006                          8,214,880   8,214,880   8,214,880   8,214,880   8,214,880

Shares to be sold in this offering        400,000     800,000   1,200,000   1,600,000   2,000,000

Shares to be outstanding upon
Completion of offering                  8,614,880   9,014,880   9,414,880   9,814,880  10,214,880

Net tangible book value per share
at as of March 10, 2006                       NIL         NIL         NIL         NIL         NIL

Offering price, per share                   $0.50       $0.50       $0.50       $0.50       $0.50

Net tangible book value after
offering                                    $0.02       $0.04       $0.06       $0.08       $0.10

Dilution to investors in this offering      $0.48       $0.46       $0.44       $0.42       $0.40

Gain to existing shareholders               $0.02       $0.04       $0.06       $0.08       $0.10

Equity ownership by present
shareholders after this offering               95%          9%         87%         84%         80%

Equity ownership by investors
in this offering                                5%          9%         13%         16%         20%

</TABLE>


      The following table shows the amount paid by the present shareholders of
Security Devices for their shares of Security Devices' common stock as of
opposed to investors in this offering:


                                       6
<PAGE>


      Name                                     Price Paid Per Share
      ----                                     --------------------

      Officers and Director                    $0.01 (services rendered)
      Consultants (March 2005)                 $0.01 (services rendered)
      Private Investors                        $0.15 (cash, weighted average)
      Consultant (March 2006)                  $0.175 (services rendered)


                                 USE OF PROCEEDS

   The following table shows the intended use of the proceeds of this offering,
depending upon the number of shares sold:

                                           Gross Offering Proceeds
                             -------------------------------------------------

                             $200,000   $400,000 $600,000  $800,000 $1,000,000
                             --------   -------- --------  -------- ----------

  Research and Development   $100,000   $300,000 $500,000  $700,000 $  900,000
  General and administrative
      expenses                 70,000     70,000   70,000    70,000     70,000
  Offering expenses            30,000     30,000   30,000    30,000     30,000
                           ----------   -------- --------  -------- ----------
                             $200,000   $400,000 $600,000  $800,000 $1,000,000
                             ========   ======== ========  ======== ==========

      See the section of this prospectus titled "Management's Discussion and
Analysis and Plan of Operation" for a description of Security Devices' research
and development program. As of the date of

      Amounts allocated to general and administrative expenses will be used for
office supplies, telephone, legal and accounting expenses, and other general
corporate expenses.

      The total estimated expenses of this offering are $45,000. As of March 10,
2006 Security Devices had paid approximately $15,000 of these expenses with cash
which it received with cash on hand and from the private sale of its common
stock. The remaining offering expenses will be paid from the proceeds of this
offering.

      If less than $200,000 is raised in this offering the offering proceeds
will be used in the following priority:

     o    Unpaid offering expenses
     o    Research and development expenses
     o    General and administrative expenses

      The projected expenditures shown above are only estimates or
approximations and do not represent a firm commitment by Security Devices. To
the extent that the proposed expenditures are insufficient for the purposes
indicated, supplemental amounts required may be drawn from other categories of
estimated expenditures, if available. Conversely, any amounts not expended as
proposed will be used for general working capital.


                                       7
<PAGE>

      As of the date of this prospectus Security Devices had borrowed $8,029
from its officers and directors. None of the proceeds from this offering will be
used to repay these loans.

      Security Devices anticipates that its capital requirements for the twelve
months following the development of the date of this prospectus will be
approximately $843,000, which amount includes $743,000 for the Long Range WERS.
Security Devices' anticipated research and development expenditures may increase
or decrease depending on the extent of any difficulties which may be encountered
in developing the Long Range WERS.

      After the development of the Long Range WERS has been completed, Security
Devices plans to develop a Short Range version of WERS. However, since the
development of the Long Range WERS is not complete, Security Devices does not
know the time or cost involved in developing the Short Range WERS. Amounts not
used for the development of the Long Range WERS will be used for the development
of the Short Range WERS.

      See "Management's Discussion and Analysis and Plan of Operation" for more
information concerning Security Devices' anticipated capital requirements.

      There is no commitment by any person to purchase any of the shares of
common stock which Security Devices is offering and there can be no assurance
that any shares will be sold.

        Even if all shares Security Devices is offering are sold, its future
operations will be dependent upon its ability to obtain additional capital
until, if ever, Security Devices can become profitable. As of the date of this
prospectus Security Devices did not have any commitments from any person to
provide it with any additional capital and there can be no assurance that
additional funds may be obtained in the future.

      Pending expenditure of the proceeds of the offering substantially in the
manner described above, Security Devices will make temporary investments in
interest-bearing savings accounts, certificates of deposit, United States
government obligations and/or money market instruments.

                   MARKET FOR SECURITY DEVICES' COMMON STOCK.

      Security Devices' common stock is not quoted on any exchange and there is
no public trading market.

      As of March 10, 2006, Security Devices had 8,214,880 outstanding shares of
common stock and 57 shareholders. Security Devices does not have any outstanding
options, warrants or other arrangements providing for the issuance of additional
shares of capital stock.

      By means of this prospectus:

     o    Security  Devices is offering for sale up to  2,000,000  shares of its
          common stock at a price of $0.50 per share, and


                                       8
<PAGE>

     o    A number of Security Devices'  shareholders are offering to sell up to
          2,814,880  shares  of  Security  Devices'  common  stock at a price of
          $0.50.

      All of the outstanding shares of Security Devices are restricted
securities and if not sold by means of this prospectus may be sold in accordance
with Rule 144 of the Securities and Exchange Commission beginning in March 2006.

      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' 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, should a market ever develop,
will be subject to Rule 15g-9 of the Securities and Exchange Commission, which
rule 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 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, should a market for Security Devices' shares ever develop, may find it
difficult to sell their shares.


                                       9
<PAGE>


                      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.

      As of March 10, 2006 Security Devices had cash on hand of approximately
$30,500.

      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
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 Security
Devices is able to raise in this offering or from other sources.


                                       10
<PAGE>

      If less than $843,000 in net capital is raised from this offering,
Security Devices, following the termination of this offering, will attempt to
raise additional 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

      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.



                                       11
<PAGE>

      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.

      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.



                                       12
<PAGE>

      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.
     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


                                       13
<PAGE>

      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 Blaunstein. Alexander
Blaunstein is a principal shareholder of Security Devices and is the son of
Nathan Blaunstein, 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.

      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.



                                       14
<PAGE>


Patents

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

      Two provisional patents, one for the electrical mechanism and the other
for the mechanical mechanism of the WERS, have been filed with the US Patent
Office. These two patents will expire in July 2006.

      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
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 March 10, 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


                                       15
<PAGE>

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
    Nathan Blaunstein     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. Nathan Blaunstein has been an officer of Security Devices since March 2005
and one of its directors since April 2005. Dr. Blaunstein 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.
Blaunstein 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
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.



                                       16
<PAGE>

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:

      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.


                                       17
<PAGE>

      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%
      Nathan Blaunstein               *                        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 Nathan  Blaunstein 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.

      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:


                                       18
<PAGE>

                                                              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
                                             8,214,880
                                         =============

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

      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 5,000 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
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 Blaunstein. Alexander
Blaunstein is a principal shareholder of Security Devices and is the son of
Nathan Blaunstein, 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.



                                       19
<PAGE>


                             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                  30.4%
Nathan Blaunstein                           --                     --
Boaz Dor                               900,000                  11.0%
Gregory Sullivan                       240,000                   2.9%

Alexander Blaunshtein (1)            1,560,000                  19.0%
Dror Shachar (2)                     1,200,000                  14.6%

All Officers and Directors
   as a group (four persons)         3,640,000                  44.4%

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

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

                          OFFERING BY SECURITY DEVICES

      By means of this prospectus Security Devices is offering to the public up
to 2,000,000 shares of its common stock at a price of $0.50 per share. Security
Devices arbitrarily determined the $0.50 offering price and this price does not
bear any relationship to Security Devices' assets, book value or any other
generally accepted criteria of value for investment.

      Security Devices will offer the shares through its officers on a "best
efforts" basis. Security Devices' officers are not registered with the
Securities and Exchange Commission as brokers or dealers. Security Devices'
officers are not required to be registered as brokers or dealers since the
officers are not engaged in the business of buying or selling securities for
others. The officers of Security Devices will not be relying on the exemption
provided by Rule 3a4-1 of the Securities and Exchange Commission with respect to
their participation in this offering.

      Security Devices will not employ any brokers or sales agents to sell these
shares and it will not compensate any officer or third party for their
participation in this offering. There is no firm commitment by any person to
purchase or sell any of these shares and there is no assurance that any such
shares offered will be sold. All proceeds from the sale of the shares will be
promptly delivered to Security Devices. Security Devices plans to end the
offering on June 30, 2006. However, Security Devices may at its discretion end


                                       20
<PAGE>

the offering sooner or extend the offering to September 30, 2006.

      Subscriptions will be made by delivering a check to Security Devices for
the amount of shares to be purchased. Cash will not be accepted as for payment
for shares. Subscriptions for the shares offered by this prospectus will not be
binding upon Security Devices until accepted in writing by its President.
Security Devices has not established any criteria for accepting or rejecting any
subscriptions. Subscriptions will be accepted or rejected within ten days after
the subscription is received. A subscription will be considered accepted when
Security Devices deposits the funds received for the shares subscribed. Any
subscription may be withdrawn prior to its acceptance by Security Devices,
provided the withdrawal is received by Security Devices prior to the time
Security Devices deposits the funds received for the subscription.

      The total estimated expenses of this offering are $45,000. As of the date
of this prospectus Security Devices had paid approximately $15,000 of these
expenses with cash which it received from the private sale of its common stock.
The remaining offering expenses will be paid from cash on hand and from the
proceeds of this offering.

                              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       28.0%
Boaz Dor (1)                 900,000      200,000        700,000        8.0%
Gregory Sullivan (1)         240,000      200,000         40,000        0.5%
Alexander Blaunshtein (2)  1,560,000      200,000      1,360,000       16.6%
Dror Shachar               1,200,000      200,000      1,000,000       12.2%
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             --


                                       21
<PAGE>

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

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             --
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             --


                                       22
<PAGE>

George Schneider              50,000       50,000             --
                         -----------  -----------
                           8,214,880    2,814,880
                         ===========  ===========

(1)  Officer or director of Security Devices.

(2)  Alexander Blaunstein is the son of Nathan Blaunstein.

      Except as noted above, no selling shareholder has, or had, any material
relationship with Security Devices, or Security Devices' officers or directors.
To Security Devices' knowledge, no selling shareholder is affiliated with a
broker dealer.

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. Since as of the date of this prospectus no market exists for
Security Devices' common stock, sales by the selling shareholders, until
Security Devices' common stock becomes quoted on the OTC Bulletin Board or
listed on a securities exchange, will be made at a price of $0.50 per share. If
and when Security Devices' common stock becomes quoted on the OTC Bulletin Board
or listed on a securities exchange, 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. 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.



                                       23
<PAGE>

      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
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 8,214,880 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


                                       24
<PAGE>

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.

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

      As of the date of this prospectus Security Devices had not appointed a
transfer agent for its common stock.

                                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


                                       25
<PAGE>

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.





                                       26
<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)




<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







<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.


     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>



6

                                TABLE OF CONTENTS
                                                                         Page
                                                                         ----
PROSPECTUS SUMMARY .................................
RISK FACTORS .......................................
DILUTION AND COMPARATIVE SHARE DATA.................
USE OF PROCEEDS ....................................
MARKET FOR SECURITY DEVICES' COMMON STOCK ..........
MANAGEMENT'S DISCUSSION AND ANALYSIS
  AND PLAN OF OPERATION ............................
BUSINESS............................................
MANAGEMENT .........................................
PRINCIPAL SHAREHOLDERS..............................
OFFERING BY SECURITY DEVICES .......................
SELLING SHAREHOLDERS................................
DESCRIPTION OF SECURITIES...........................
LEGAL PROCEEDINGS...................................
INDEMNIFICATION ....................................
AVAILABLE INFORMATION...............................
FINANCIAL STATEMENTS................................

      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.

      Until _______, 2006 all dealers effecting transactions in the registered
securities, whether or not participating in this distribution, may be required
to deliver a prospectus. This is in addition to the obligation of dealers to
deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.








<PAGE>


                                     PART II

                     Information Not Required in Prospectus

Item 24. Indemnification of Officers and Directors

     The  Delaware  General  Corporation  law  provides  that  the  Company  may
indemnify any and all of its officers, directors,  employees or agents or former
officers,  directors,   employees  or  agents,  against  expenses  actually  and
necessarily  incurred  by them,  in  connection  with the  defense  of any legal
proceeding or threatened  legal  proceeding,  except as to matters in which such
persons shall be determined to not have acted in good faith and in the Company's
best interest.

Item 25. Other Expenses of Issuance and Distribution.

      The following table sets forth the costs and expenses payable by the
Company in connection with the issuance and distribution of the securities being
registered. Although no expenses will be charged to the selling stockholders, it
is estimated that the cost of registering the shares to be offered by the
selling shareholders will be $2,000, which is included as part of the total
costs of the offering shown below.

         SEC Filing Fee                                       $     258
         Blue Sky Fees and Expenses                               1,000
         Printing Expenses                                          200
         Legal Fees and Expenses                                 30,000
         Accounting Fees and Expenses                            10,000
         Miscellaneous Expenses                                   3,542
                                                                -------
                  TOTAL                                         $45,000
                                                                =======

         All expenses other than the SEC filing fee are estimated.

Item 26. Recent Sales of Unregistered Securities.

     The following lists all shares issued by the Company since its inception.

                                                                         Note
Name                       Date      Shares     Consideration         Reference
- ----                       ----      ------     -------------         ---------

Sheldon Kales             3-03-05  2,300,000    Services rendered,        B
                                                valued at $23,000
Boaz Dor                  3-03-05    900,000    Services rendered,        B
                                                valued at $9,000
Gregory Sullivan          3-03-05     40,000    Services rendered,        B
                                                valued at $400
Dror Shachar              3-03-05  1,200,000    Services rendered,        B
                                                valued at $12,000
Alexander Blaunshtein     3-03-05  1,560,000    Services rendered,        B
                                                valued at $15,600
Sheldon Kales             3-04-05    200,000    Services rendered,        B
                                                valued at $2,000


                                       1
<PAGE>

                                                                         Note
Name                       Date      Shares     Consideration         Reference
- ----                       ----      ------     -------------         ---------

Gregory Sullivan          3-04-05    200,000    Services rendered,        B
                                                valued at $2,000
Tibor I. Barsony          3-04-05     75,000    Services rendered,        B
                                                valued at $750
Morry Patoka              3-04-05     50,000    Services rendered,        B
                                                valued at $500
Ted Calabretta            4-15-05     57,880     $ 14,470                 B
Mark Simmons              4-15-05    120,000     $ 30,000                 B
Norman and Wendy Simmons  4-15-05     20,000     $  5,000                 B
Richard Savage            4-15-05     40,000     $ 10,000                 B
Tibor I. Barsony          4-15-05    160,000     $ 40,000                 B
Mark Bodenstein          12-31-05     40,000     $  4,000                 B
John W. Gladding         12-31-05       6000     $    600                 B
Tom Kellner              12-31-05     10,000     $  1,000                 B
Agnes Gergely            12-31-05     10,000     $  1,000                 B
Rob Barsony              12-31-05     50,000     $  5,000                 B
Julie Wright             12-31-05     50,000     $  5,000                 B
David Goodman            12-31-05    100,000     $ 10,000                 B
Allan Zener              12-31-05     50,000     $  5,000                 B
Ted Calabretta           12-31-05     50,000     $  5,000                 B
Avivit Bodenstein         12-31-05    10,000     $  1,000                 B
Dr. Tally Bodenstein     12-31-05     50,000     $  5,000                 B
Mark Simmons             12-31-05     30,000     $  3,000                 B
Wendy and Norman Simmons 12-31-05     10,000     $  1,000                 B
Luis Gil                  12-31-05    10,000     $  1,000                 B
Peter Gil                 12-31-05    10,000     $  1,000                 B
Lyle McLennan             1-31-06     20,000     $  2,000                 B
Richard Savage            1-31-06     50,000     $  5,000                 B
Len Lombardi              1-31-06     10,000     $  1,000                 B
Maxine Levine             1-31-06      5,000     $    500                 B
Andrea Levine             1-31-06      5,000     $    500                 B
Patti Ballas              1-31-06       5000     $    500                 B
Ezra Ballas               1-31-06       5000     $    500                 B
Nahum Kaplan              1-31-06     10,000     $  1,000                 B
Eric Kaplan               1-31-06     10,000     $  1,000                 B
Sylvie Kaplan             1-31-06     10,000     $  1,000                 B
Jonathan Kaplan           1-31-06     10,000     $  1,000                 B
Sydney Ceresne            1-31-06     10,000     $  1,000                 B
Bryan Ceresne             1-31-06     10,000     $  1,000                 B
Roland Lupka              1-31-06     20,000     $  2,000                 B
Cindy Diamo               1-31-06     20,000     $  2,000                 B
Rosika Boden              1-31-06     60,000     $  6,000                 B
Brenda M.Chisholm         1-31-06    100,000     $ 10,000                 B
Christine McArthur        1-31-06       5000     $    500                 B
Michael John McArthur     1-31-06     10,000     $  1,000                 B
Steve MacDonald           1-31-06     10,000     $  1,000                 B
Linda MacDonald           1-31-06     10,000     $  1,000                 B


                                       2
<PAGE>

                                                                         Note
Name                       Date      Shares     Consideration         Reference
- ----                       ----      ------     -------------         ---------

Kevin McGovern            1-31-06     10,000     $  1,000                 B
Steve Kessel              1-31-06     10,000     $  1,000                 B
Oleh Kupraty              1-31-06     10,000     $  1,000                 B
Kevin Wood                1-31-06     10,000     $  1,000                 B
Amand Schofield           1-31-06      5,000     $    500                 B
Brian Griffith            1-31-06     10,000     $  1,000                 B
Roy Teeft                 1-31-06     10,000     $  1,000                 B
Craig Campbell            1-31-06     10,000     $  1,000                 B
Abe Goldstein             3-08-06     30,000     $  5,250                 A
Kathy Schneider           3-08-06     30,000     $  5,250                 B
Robert Schneider          3-08-06     50,000     $  8,750                 B
Ian Zive                  3-08-06     20,000     $  3,500                 B
Mandy Schneider           3-08-06    156,000     $ 27,300                 B
George Schneider          3-08-06     50,000    Services rendered         B
                                                valued at $8,750

A.  The Company relied upon the exemption provided by Section 4(2) of the
    Securities Act of 1933 with respect to the issuance of these shares. The
    person who acquired these shares was an officer and director of the Company.
    The certificates representing the shares of common stock will bear legends
    stating that the shares may not be offered, sold or transferred other than
    pursuant to an effective registration statement under the Securities Act of
    1933 or pursuant to an applicable exemption from registration. The shares
    are "restricted" securities as defined in Rule 144 of the Securities and
    Exchange Commission.

B.  These shares were all issued to non-U.S. persons who reside outside of the
    United States. The negotiations and agreements relating to the issuance of
    these shares were made by the Company's officers (who were non-U.S. persons)
    from Canada or Israel. The shares are restricted from resale in the public
    markets for a period of one year from the date of their issuance. There is
    no market for the Company's securities in the United States and none of the
    securities have been transferred since their issuance. The Company relied
    upon the exemption provided by Rule 901 of the Securities and Exchange
    Commission with respect to the sale of these shares.

Item 27. Exhibits

The following exhibits are filed with this Registration Statement:

Exhibit
Number   Exhibit Name
- -------  ------------

3.1      Articles of Incorporation, as amended

3.2      Bylaws

5        Opinion of Counsel



                                       3
<PAGE>

10.1     Royalty Agreement with Nathan Blaunstein

10.2     Compensation Agreement

23.1     Consent of Attorneys

23.2     Consent of Accountants

Item 28. Undertakings

    (a) The small business issuer will:

      (1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to.

            (i) Include any Prospectus required by Section l0 (a)(3) of the
Securities Act:

            (ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and

            (iii) Include any additional or changed material information on the
plan of distribution.

      (2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

      (3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

      (4) For determining liability of the undersigned small business issuer
under the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned small business issuer undertakes that in a primary
offering of securities of the undersigned small business issuer pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned small
business issuer will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:

            (i) Any preliminary prospectus or prospectus of the undersigned
small business issuer relating to the offering required to be filed pursuant to
Rule 424;


                                       4
<PAGE>

            (ii) Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned small business issuer or used or referred to
by the undersigned small business issuer;

            (iii) The portion of any other free writing prospectus relating to
the offering containing material information about the undersigned small
business issuer or its securities provided by or on behalf of the undersigned
small business issuer; and
            (iv) Any other communication that is an offer in the offering made
by the undersigned small business issuer to the purchaser.

      (e) Insofar as indemnification for liabilities arising under the
Securities Act of l933 (the "Act") may be permitted to directors, officers and
controlling persons of the Small Business Issuer pursuant to the foregoing
provisions or otherwise, the Small Business Issuer has been advised 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.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Small Business Issuer of expenses incurred or paid by a
director, officer or controlling person of the Small Business Issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Small Business Issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

      (g) That, for the purpose of determining liability under the Securities
Act to any purchaser:

      (1) If the small business issuer is relying on Rule 430B:

            (i) Each prospectus filed by the undersigned small business issuer
pursuant to Rule 424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of and included in
the registration statement; and

            (ii) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or
(x) for the purpose of providing the information required by section 10(a) of
the Securities Act shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was


                                       5
<PAGE>

part of the registration statement or made in any such document immediately
prior to such effective date; or

      (2) If the small business issuer is subject to Rule 430C, include the
following:

      Each prospectus filed pursuant to Rue 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the date
it is first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.


                                       6
<PAGE>


                                   SIGNATURES

         In accordance with the requirements of the Securities Act of l933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned in Toronto, Ontario,
Canada on the 13th day of March 2006.


                                    SECURITY DEVICES INTERNATIONAL INC.




                                 By:   /s/ Sheldon Kales
                                       ----------------------------------
                                       Sheldon Kales, President, Chief Financial
                                       Officer and Principal Accounting Officer


         In accordance with the requirements of the Securities Act of l933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:


Signature                            Title                    Date


/s/ Sheldon Kales                   Director             March 13, 2006
- -------------------------
Sheldon Kales


/s/ Nathan Blaunshtein              Director             March 14, 2006
- ------------------------
Nathan Blaunshtein


/s/ Boaz Dor                        Director             March 13, 2006
- ------------------------
Boaz Dor


/s/ Gregory Sullivan                Director             March 13, 2006
- ------------------------
Gregory Sullivan




<PAGE>













                             SECURITY DEVICES, INC.

                                    FORM SB-2

                                    EXHIBITS











</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>2
<FILENAME>sb2march06ex31.txt
<TEXT>



                                   EXHIBIT 3.1



<PAGE>


                          CERTIFICATE OF INCORPORATION

                                       OF

                       Security Devices International Inc.


1. The name of the corporation is: Security Devices International Inc.

2. The address of its registered office in the State of Delaware is: Corporation
Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
The name of its registered agent at such address is: The Corporation Trust
Company.

3. The nature of the business or purposes to be conducted or promoted is:

      To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

      To manufacture, purchase or otherwise acquire, invest in, own, mortgage,
pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and
deal with goods, wares and merchandise and personal property of every class and
description.

      To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities or any person,
firm, association or corporation.

      To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful in connection with any business of the corporation.

      To acquire by purchase, subscription or otherwise, and to receive, hold
own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidence of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associates, firms, trusts or persons, public or private, or by the
government of the United State of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.

<PAGE>

      To borrow or raise money for any of the purposes of the corporation and,
from time to time without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidence of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the time owned
or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds
or other obligations of the corporation for its corporate purposes.

      To purchase, receive, take by grant, gift, devise, bequest or otherwise
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal
in and with real or personal property, or any interest therein, wherever
situated, and to sell, convey, lease, exchange, transfer or otherwise dispose
of, or mortgage or pledge, all or any of the corporation's property and assets,
or any interest therein, wherever situated.

      In general, to possess and exercise all the powers and privileges granted
by the General Corporation Law of Delaware or by any other law of Delaware or by
this Certificate of Incorporation together with any powers incidental thereto,
so far as such powers and privileges are necessary or convenient to the conduct,
promotion or attainment of the business or purposes of the corporation.

      The business and purposes specified in the foregoing clauses shall, except
where otherwise expressed, be in nowise limited or restricted by reference to,
or inference from, the terms of any other clause in this Certificate of
Incorporation, but the business and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent business and purposes.

4. The total number of shares of stock which the corporation shall have
authority to issued is: 10,000 common shares and the par value of each of such
shares is: .01

5. The name and mailing address of each incorporator is as follow:

       Name                   Mailing Address
       ----                   ---------------

       Sheldon Kales          464 Old Orchard Grove
                                Toronto, Ontario
                              Canada M5M 2G4

       The name and mailing address of each person who is to serve ad a director
until the first annual meeting of the stockholders or until a successor is
elected and qualified, is as follows:

       Name                   Mailing Address
       ----                   ---------------

       Sheldon Kales          464 Old Orchard Grove
                                Toronto, Ontario
                              Canada M5M 2G4

<PAGE>

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the
board of directors is expressly authorized:

       To make, alter or repeal the by-laws of the corporation.

       To authorize and cause to be executed mortgages and liens upon the real
and personal property of the corporation.

       To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

       To designate one or more committees, each committee to consist of one or
more of the directors of the corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. The by-laws may provide
that in the absence or disqualification of a member of a committee, the member
or members present at any meeting and not disqualified from voting, whether or
not such member or members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the by-laws of the corporation,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to the following matters: (i) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the Delaware General
Corporation Law to be submitted to stockholders for approval or (ii) adopting,
amending or repealing any bylaw of the corporation.

       When and as authorized by the stockholders in accordance with law, to
sell, lease or exchange all or substantially all of the property and assets of
the corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its board of directors
shall deem expedient and for the best interests of the corporation.

8. Elections of directors need not be by written ballot unless the by-laws of
the corporation shall provide.

       Meeting of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

<PAGE>

       Whenever a compromise or arrangement is proposed between this corporation
and its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and said reorganization shall, if sanctioned by the
court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

9. The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

10. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.

       WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to General Corporation Law of
the State of Delaware, do make this Certificate, hereby declaring and certifying
that this is our act and deed and the facts herein stated are true, and
accordingly have hereunto set our hands this 1st day of March, 2005.




                                    /s/ Sheldon Kales
                                    ---------------------------------------
                                    Sheldon Kales, Incorporator




<PAGE>




                       SECURITY DEVICES INTERNATIONAL INC.
                                STATE OF DELAWARE
                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION


      The Corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the only Director of Security Devices  International
Inc.  a  resolution  was duly  adopted  March 2, 2005  setting  forth a proposed
amendment of the Certificate of  Incorporation of said corporation and declaring
said amendment to be advisable.

The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "4" so that, as amended, said Article
shall be and read as follows:

      4.A. The authorized capital stock of the Corporation shall consist of
50,000,000 shares of common stock, $0.001 par value, and 5,000,000 shares of
preferred stock, $0.001 par value.

      B. No share of the common stock shall have any preference over or
limitation in respect to any other share of such common stock. All shares of
common stock shall have equal rights and privileges.

      C. Each outstanding share of common stock shall be entitled to one vote at
stockholders' meetings, either in person or by proxy.

      D. The preferred shares may be issued in one or more series. The
designations, powers, rights, preferences, qualifications, restrictions and
limitations of each series of the preferred stock shall be established from time
to time by the Corporation's Board of Directors, in accordance with the Delaware
Corporation Law.

      E. Cumulative voting shall not be allowed in elections of directors or for
any purpose.

      F. No holders of shares of capital stock of the Corporation shall be
entitled, as such, to any preemptive or preferential right to subscribe to any
unissued stock or any other securities which the Corporation may now or
hereafter be authorized to issue.

SECOND:  As of March 2, 2005 this  Corporation  had not received any payment for
any of its stock.

THIRD:  As of March 2, 2005 this Corporation had only one Director.

FOURTH:  That said amendment was duly adopted in accordance  with the provisions
of Section 241 of the General Corporation Law of Delaware.

<PAGE>


IN WITNESS WHEREOF, said corporation has caused this certificate to be signed
this 2nd day of March, 2005.



                                    By:  /s/ Sheldon Kales
                                        --------------------------------
                                        Authorized Officer

                                    Title:    Director
                                          ------------------------------

                                    Name:  Sheldon Kales
                                         -------------------------------







<PAGE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(II)
<SEQUENCE>3
<FILENAME>sb2march06ex32.txt
<TEXT>






                                   EXHIBIT 3.2








<PAGE>


                                     BYLAWS
                                       OF
                       SECURITY DEVICES INTERNATIONAL INC.


                                    ARTICLE I
                                     OFFICES

Section l.  Offices:
- -------------------

         The principal office of the Corporation shall be determined by the
Board of Directors, and the Corporation shall have other offices at such places
as the Board of Directors may from time to time determine.

                                   ARTICLE II
                             STOCKHOLDER'S MEETINGS

Section l.  Place:
- -----------------

         The place of stockholders' meetings shall be the principal office of
the Corporation unless another location shall be determined and designated from
time to time by the Board of Directors.

Section 2.  Annual Meeting:
- --------------------------

         The annual meeting of the stockholders of the Corporation for the
election of directors to succeed those whose terms expire, and for the
transaction of such other business as may properly come before the meeting,
shall be held each year on a date to be determined by the Board of Directors.

Section 3.  Special Meetings:
- ----------------------------

         Special meetings of the stockholders for any purpose or purposes may be
called by the President, the Board of Directors, or the holders of ten percent
(l0%) or more of all the shares entitled to vote at such meeting, by the giving
of notice in writing as hereinafter described.

Section 4.  Voting:
- ------------------

         At all meetings of stockholders, voting may be viva voce; but any
qualified voter may demand a stock vote, whereupon such vote shall be taken by
ballot and the Secretary shall record the name of the stockholder voting, the
number of shares voted, and, if such vote shall be by proxy, the name of the
proxy holder. Voting may be in person or by proxy appointed in writing, manually
signed by the stockholder or his duly authorized attorney-in-fact. No proxy
shall be valid after eleven months from the date of its execution, unless
otherwise provided therein. One third of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders.

<PAGE>

         Each stockholder shall have such rights to vote as the Articles of
Incorporation provide for each share of stock registered in his name on the
books of the Corporation, except where the transfer books of the Corporation
shall have been closed or a date shall have been fixed as a record date, not to
exceed, in any case, fifty (50) days preceding the meeting, for the
determination of stockholders entitled to vote. The Secretary of the Corporation
shall make, at least ten (l0) days before each meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each, which list, for a period of ten (l0) days prior
to such meeting, shall be kept on file at the principal office of the
Corporation and shall be subject to inspection by any stockholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
stockholder during the whole time of the meeting.

Section 5.  Order of Business:
- -----------------------------

         The order of business at any meeting of stockholders shall be as
follows:

         l. Calling the meeting to order.

         2. Calling of roll.

         3. Proof of notice of meeting.

         4. Report of the Secretary of the stock represented at the meeting and
the existence or lack of a quorum.

         5. Reading of minutes of last previous meeting and disposal of any
unapproved minutes.

         6. Reports of officers.

         7. Reports of committees.

         8. Election of directors, if appropriate.

         9. Unfinished business.

         10   New business.

         11. Adjournment.

         12. To the extent that these Bylaws do not apply, Roberts' Rules of
Order shall prevail.

                                        2

<PAGE>


Section 6.  Notices:
- --------------------

         Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (l0) nor more than fifty
(50) days before the date of the meeting, either personally or by mail, by or at
the direction of the President, the Secretary, or the officer or persons calling
the meeting, to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his address as it appears on the
stock transfer books of the Corporation, with postage thereon prepaid.

Section 7.  Quorum:
- -------------------

         A quorum at any annual or special meeting shall consist of the
representation in person or by proxy of one-third in number of shares of the
outstanding capital stock of the Corporation entitled to vote at such meeting.
In the event a quorum be not present, the meeting may be adjourned by those
present for a period not to exceed sixty (60) days at any one adjournment; and
no further notice of the meeting or its adjournment shall be required. The
stockholders entitled to vote, present either in person or by proxy at such
adjourned meeting, shall, if equal to a majority of the shares entitled to vote
at the meeting, constitute a quorum, and the votes of a majority of those
present in numbers of shares entitled to vote shall be deemed the act of the
shareholders at such adjourned meeting.

                                   ARTICLE III
BOARD OF DIRECTORS

Section l.  Organization and Powers:
- -----------------------------------

    The Board of Directors shall constitute the policy-making or legislative
authority of the Corporation. Management of the affairs, property, and business
of the Corporation shall be vested in the Board of Directors, which shall
consist of not less than one nor more than ten members, who shall be elected at
the annual meeting of stockholders by a plurality vote for a term of one (l)
year, and shall hold office until their successors are elected and qualify. The
number of directors shall be established from time-to-time by a resolution of
the directors. Directors need not be stockholders. Directors shall have all
powers with respect to the management, control, and determination of policies of
the Corporation that are not limited by these Bylaws, the Articles of
Incorporation, or by statute, and the enumeration of any power shall not be
considered a limitation thereof.

Section 2.  Vacancies:
- ---------------------

    Any vacancy in the Board of Directors, however caused or created, shall be
filled by the affirmative vote of a majority of the remaining directors, though
less than a quorum of the Board, or at a special meeting of the stockholders
called for that purpose. The directors elected to fill vacancies shall hold
office for the unexpired term and until their successors are elected and
qualify.

                                        3

<PAGE>

Section 3.  Regular Meetings:
- ----------------------------

     A regular meeting of the Board of Directors shall be held, without other
notice than this Bylaw, immediately after and at the same place as the annual
meeting of stockholders or any special meeting of stockholders at which a
director or directors shall have been elected. The Board of Directors may
provide by resolution the time and place, either within or without the State of
Colorado, for the holding of additional regular meetings without other notice
than such resolution.

Section 4.  Special Meetings:
- ----------------------------

     Special meetings of the Board of Directors may be held at the principal
office of the Corporation, or such other place as may be fixed by resolution of
the Board of Directors for such purpose, at any time on call of the President or
of any member of the Board, or may be held at any time and place without notice,
by unanimous written consent of all the members, or with the presence and
participation of all members at such meeting. A resolution in writing signed by
all the directors shall be as valid and effectual as if it had been passed at a
meeting of the directors duly called, constituted, and held.

Section 5.  Notices:
- -------------------

    Notices of both regular and special meetings, save when held by unanimous
consent or participation, shall be mailed by the Secretary to each member of the
Board not less than three days before any such meeting and notices of special
meetings may state the purposes thereof. No failure or irregularity of notice of
any regular meeting shall invalidate such meeting or any proceeding thereat.

Section 6.  Quorum and Manner of Acting:
- ---------------------------------------

              A quorum for any meeting of the Board of Directors shall be a
majority of the Board of Directors as then constituted. Any act of the majority
of the directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors. Any action of such majority, although not at a
regularly called meeting, and the record thereof, if assented to in writing by
all of the other members of the Board, shall always be as valid and effective in
all respects as if otherwise duly taken by the Board of Directors.

Section 7.  Executive Committee:
- -------------------------------

      The Board of Directors may by resolution of a majority of the Board
designate two (2) or more directors to constitute an executive committee, which
committee, to the extent provided in such resolution, shall have and may
exercise all of the authority of the Board of Directors in the management of the
Corporation; but the designation of such committee and the delegation of
authority thereto shall not operate to relieve the Board of Directors, or any
member thereof, of any responsibility imposed on it or him by law.


                                        4

<PAGE>


Section 8.  Order of Business:
- -----------------------------

      The order of business at any regular or special meeting of the Board of
Directors, unless otherwise prescribed for any meeting by the Board, shall be as
follows:

      l. Reading and disposal of any unapproved minutes.

      2. Reports of officers and committees.

      3. Unfinished business.

      4. New business.

      5. Adjournment.

      6. To the extent that these Bylaws do not apply, Roberts' Rules of Order
shall prevail.

                                   ARTICLE IV
                                    OFFICERS

Section l.  Titles:
- ------------------

      The officers of the Corporation shall consist of a President, one or more
Vice Presidents, a Secretary, and a Treasurer, who shall be elected by the
directors at their first meeting following the annual meeting of stockholders.
Such officers shall hold office until removed by the Board of Directors or until
their successors are elected and qualify. The Board of Directors may appoint
from time to time such other officers as it deems desirable who shall serve
during such terms as may be fixed by the Board at a duly held meeting. The
Board, by resolution, shall specify the titles, duties and responsibilities of
such officers.

Section 2.  President:
- ---------------------

      The President shall preside at all meetings of stockholders and, in the
absence of a, or the, Chairman of the Board of Directors, at all meetings of the
directors. He shall be generally vested with the power of the chief executive
officer of the Corporation and shall countersign all certificates, contracts,
and other instruments of the Corporation as authorized by the Board of Directors
or required by law. He shall make reports to the Board of Directors and
stockholders and shall perform such other duties and services as may be required
of him from time to time by the Board of Directors.

Section 3.  Vice President:
- --------------------------

      The Vice President shall perform all the duties of the President if the
President is absent or for any other reason is unable to perform his duties and
shall have such other duties as the Board of Directors shall authorize or
direct.


                                        5

<PAGE>

Section 4.  Secretary:
- ---------------------

      The Secretary shall issue notices of all meetings of stockholders and
directors, shall keep minutes of all such meetings, and shall record all
proceedings. He shall have custody and control of the corporate records and
books, excluding the books of account, together with the corporate seal. He
shall make such reports and perform such other duties as may be consistent with
his office or as may be required of him from time to time by the Board of
Directors.

Section 5.  Treasurer:
- ---------------------

      The Treasurer shall have custody of all moneys and securities of the
Corporation and shall have supervision over the regular books of account. He
shall deposit all moneys, securities, and other valuable effects of the
Corporation in such banks and depositories as the Board of Directors may
designate and shall disburse the funds of the Corporation in payment of just
debts and demands against the Corporation, or as they may be ordered by the
Board of Directors, shall render such account of his transactions as may be
required of him by the President or the Board of Directors from time to time and
shall otherwise perform such duties as may be required of him by the Board of
Directors.

      The Board of Directors may require the Treasurer to give a bond
indemnifying the Corporation against larceny, theft, embezzlement, forgery,
misappropriation, or any other act of fraud or dishonesty resulting from his
duties as Treasurer of the Corporation, which bond shall be in such amount as
appropriate resolution or resolutions of the Board of Directors may require.

Section 6.  Vacancies or Absences:
- ---------------------------------

      If a vacancy in any office arises in any manner, the directors then in
office may choose, by a majority vote, a successor to hold office for the
unexpired term of the officer. If any officer shall be absent or unable for any
reason to perform his duties, the Board of Directors, to the extent not
otherwise inconsistent with these Bylaws, may direct that the duties of such
officer during such absence or inability shall be performed by such other
officer or subordinate officer as seems advisable to the Board.

                                    ARTICLE V
                                      STOCK

Section 1.  Regulations:
- -----------------------

      The Board of Directors shall have power and authority to take all such
rules and regulations as they deem expedient concerning the issue, transfer, and
registration of certificates for shares of the capital stock of the Corporation.
The Board of Directors may appoint a Transfer Agent and/or a Registrar and may
require all stock certificates to bear the signature of such Transfer Agent
and/or Registrar.


                                        6

<PAGE>


Section 2.  Restrictions on Stock:
- ---------------------------------

      The Board of Directors may restrict any stock issued by giving the
Corporation or any stockholder "first right of refusal to purchase" the stock,
by making the stock redeemable or by restricting the transfer of the stock,
under such terms and in such manner as the directors may deem necessary and as
are not inconsistent with the Articles of Incorporation or by statute. Any stock
so restricted must carry a stamped legend setting out the restriction or
conspicuously noting the restriction and stating where it may be found in the
records of the Corporation.

                                   ARTICLE VI
                             DIVIDENDS AND FINANCES

Section l.  Dividends:
- ---------------------

      Dividends may be declared by the directors and paid out of any funds
legally available therefor, as may be deemed advisable from time to time by the
Board of Directors of the Corporation. Before declaring any dividends, the Board
of Directors may set aside out of net profits or earned or other surplus such
sums as the Board may think proper as a reserve fund to meet contingencies or
for other purposes deemed proper and to the best interests of the Corporation.

Section 2.  Monies:
- ------------------

      The monies, securities, and other valuable effects of the Corporation
shall be deposited in the name of the Corporation in such banks or trust
companies as the Board of Directors shall designate and shall be drawn out or
removed only as may be authorized by the Board of Directors from time to time.

Section 3.  Fiscal Year:
- -----------------------

      The Board of Directors by resolution shall determine the fiscal year of
the Corporation.

                                   ARTICLE VII
                                   AMENDMENTS

      These Bylaws may be altered, amended, or repealed by the Board of
Directors by resolution of a majority of the Board.

                                  ARTICLE VIII
                                 INDEMNIFICATION

      The Corporation shall indemnify any and all of its directors or officers,
or former directors or officers, or any person who may have served at its
request as a director or officer of another corporation in which this
Corporation owns shares of capital stock or of which it is a creditor and the
personal representatives of all such persons, against expenses actually and
necessarily incurred in connection with the defense of any action, suit, or
proceeding in which they, or any of them, were made parties, or a party, by


                                        7

<PAGE>

reason of being or having been directors or officers or a director or officer of
the Corporation, or of such other corporation, except in relation to matters as
to which any such director or officer or person shall have been adjudged in such
action, suit, or proceeding to be liable for negligence or misconduct in the
performance of any duty owed to the Corporation. Such indemnification shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled, independently of this Article, by law, under any Bylaw agreement, vote
of stockholders, or otherwise.

                                   ARTICLE IX
                              CONFLICTS OF INTEREST

      No contract or other transaction of the Corporation with any other
persons, firms or corporations, or in which the Corporation is interested, shall
be affected or invalidated by the fact that any one or more of the directors or
officers of the Corporation is interested in or is a director or officer of such
other firm or corporation; or by the fact that any director or officer of the
Corporation, individually or jointly with others, may be a party to or may be
interested in any such contract or transaction.






                                        8





<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>sb2march06ex5.txt
<TEXT>





                                    EXHIBIT 5







<PAGE>


                                 March 14, 2006


Security Devices International Inc.
464 Old Orchard Grove
Toronto, Ontario
Canada M5M 2G4



This letter will constitute an opinion upon the legality of the sale by certain
selling shareholders of Security Devices, Inc., a Delaware corporation (the
"Company"), of up to 2,814,880 shares of common stock, all as referred to in the
Registration Statement on Form SB-2 filed by the Company with the Securities and
Exchange Commission.

We have examined the Articles of Incorporation, the Bylaws and the minutes of
the Board of Directors of the Company and the applicable laws of the State of
Delaware, and a copy of the Registration Statement. In our opinion, the Company
was authorized to issue the shares of stock mentioned above and such shares,
when sold, will represent fully paid and non-assessable shares of the Company's
common stock.

Very truly yours,

HART & TRINEN

William T. Hart




<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>sb2march06ex101.txt
<DESCRIPTION>10.1  ROYALTY AGREEMENT
<TEXT>





                                  EXHIBIT 10.1






<PAGE>


                      SECURITY DEVICES INTERNATIONAL, INC.
                                ROYALTY AGREEMENT


    1. In consideration for services provided, Security Devices International,
Inc. (the "Company") agrees to pay Nathan Blaunstein a royalty equal to 3.5% of:

      a. all amounts received by the Company (net of sales taxes, shipping and
handling costs, custom duties and similar costs) from the sale of any product
(the "Product") incorporating the technology described in provisional patents
60/698,009 and 60/698,010.

      b. all amount received by the Company from licensing the Product.

      Any amounts refunded by the Company to buyers will be deducted from
amounts received by the Company during the quarter when the refund was made.

      2. The Company will provide Blaunstein with written quarterly reports, for
each calendar quarter ending March 31, June 30, September 30, and December 31,
showing for the preceeding quarter, the amount received from the Company from
the sale and/or licensing of the Product. Each quarterly report will be due
within 30 days from the end of such quarter and shall be accompanied by the
payment of any royalty due for such quarter.

      3. The Company agrees to keep full and accurate books of account showing
the amount received by the Company from the sale and/or licensing of the Product
and the Company shall furnish annual financial statements to Blaunstein.
Blaunstein shall have and is hereby given the right of access to such records
maintained by the Company for the purpose of verifying the written reports
received from the Company, such access to be during reasonable business hours
and upon advance notice, provided however, that such access shall be limited to
no more than four accountings per calendar year.

      4. This Agreement, and any obligation of the Company to pay any royalties
to Blaunstein, will continue indefinitely, or at such time Blaunstein and the
Company renegotiate other terms duly approved by Blaunstein and the Company.

   5. This Agreement will be governed by and construed in accordance with the
laws of Ontario, Canada without giving effect to any rules concerning conflicts
of law. All disputes arising out of or in connection with this Agreement, or
with respect to any legal relationship associated with or derived from this
Agreement, shall be arbitrated and finally resolved, pursuant to the Simplified
Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration
shall be Toronto, Canada.

<PAGE>

AGREED TO AND ACCEPTED:

                                    SECURITY DEVICES INTERNATIONAL INC.


Date: 02-03-06                      By: /s/ Sheldon Kales
      --------                          ----------------------
                                        Sheldon Kales, President





Date: 02-03-06                      By: /s/ Nathan Blaunstein
      --------                          --------------------------
                                        Nathan Blaunstein






                                        2

<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>sb2march06ex102.txt
<DESCRIPTION>10.2   AGREEMENT REGARDING COMPENSATION
<TEXT>






                                  EXHIBIT 10.2







<PAGE>


                        AGREEMENT REGARDING COMPENSATION


   It is agreed that the following persons will serve without compensation until
the Company has accumulated gross revenues of $500,000

             Sheldon Kales
             Nathan Blaunstein
             Boaz Dor
             Gregory Sullivan


Agreed to as of February 28, 2006.

                                 SECURITY DEVICES INTERNATIONAL INC.



                                 By:  /s/ Sheldon Kales
                                      ----------------------------------
                                      Sheldon Kales, President



                                /s/ Sheldon Kales
                                 ---------------------------------------
                                  Sheldon Kales



                                 /s/ Nathan Blaunstein
                                 ---------------------------------------
                                Nathan Blaunstein



                                  /s/ Boaz Dor
                                 ---------------------------------------
                                 Boaz Dor



                                 /s/ Gregory Sullivan
                                 ---------------------------------------
                                Gregory Sullivan






<PAGE>





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>7
<FILENAME>sb2march06ex231.txt
<DESCRIPTION>23.1  CONSENT OF ATTORNEYS
<TEXT>





                                  EXHIBIT 23.1






<PAGE>




                              CONSENT OF ATTORNEYS

      Reference is made to the Registration Statement of Security Devices, Inc.
on Form SB-2 whereby certain selling shareholder propose to sell up to 2,814,880
shares of the Company's common stock. Reference is also made to Exhibit 5
included in the Registration Statement relating to the validity of the
securities proposed to be issued and sold.

      We hereby consent to the use of our opinion concerning the validity of the
securities proposed to be issued and sold.


                                Very truly yours,

                              HART & TRINEN, L.L.P.



                               /s/ William T. Hart
                                -----------------------
                                 William T. Hart

Denver, Colorado
March 14, 2006






<PAGE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>8
<FILENAME>sb2march06ex232.txt
<DESCRIPTION>23.2  ACCOUNTANT CONSENT
<TEXT>





                                  EXHIBIT 23.2







<PAGE>

Schwartz Levitsky Feldman llp
CHARTERED ACCOUNTANTS
TORONTO, MONTEAL, OTTAWA



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The undersigned, Schwartz Levitsky Feldman llp, Chartered Accountants hereby
consent to the use of our name and use of our opinion dated February 17, 2006 on
the financial statements of Security Devices International, Inc. (the "Company")
included in its Registration Statement on Form SB-2 being filed by the Company,
for the fiscal year ended November 30, 2005.

                                         "SCHWARTZ LEVITSKY FELDMAN LLP"

Toronto, Ontario, Canada
March 15, 2006                                    Chartered Accountants





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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