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<SEC-DOCUMENT>0001004878-06-000087.txt : 20060419
<SEC-HEADER>0001004878-06-000087.hdr.sgml : 20060419
<ACCEPTANCE-DATETIME>20060419162137
ACCESSION NUMBER:		0001004878-06-000087
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20060228
FILED AS OF DATE:		20060419
DATE AS OF CHANGE:		20060419

FILER:

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

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-132456
		FILM NUMBER:		06767480

	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>10QSB
<SEQUENCE>1
<FILENAME>jan06form10q4-06.txt
<TEXT>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

              [X] Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                For the quarterly period ended February 28, 2006

                                       or
            [ ] Transition Report Pursuant to Section 13 or 15 (d) of
                       the Securities Exchange Act of 1934

                           Commission file No. 0-33259

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

               Delaware                                Applied For
        ------------------------        --------------------------------------
        (State of incorporation)        (I.R.S. Employer Identification Number)


                              464 Old Orchard Grove
                                Toronto, Ontario
                                 Canada                     M5M 2G4
         -------------------------------------------------------------
                (Address of Principal Executive Office)     Zip Code


                                 (647) 388-1117
                       ----------------------------------
              (Registrant's telephone number, including area code)


Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15 (d) of the Securities Exchange Act of 1934 during the proceeding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

                          YES [ ]           NO [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act):

            Yes       X                   No    ______
                  ------------


As of April 15, 2006, the Company had 8,214,880 issued and outstanding shares of
common stock.


<PAGE>




                      SECURITY DEVICES INTERNATIONAL, INC.
                        (A Development Stage Enterprise)
                          INTERIM FINANCIAL STATEMENTS
                                FEBRUARY 28, 2006
                        (Amounts expressed in US Dollars)
                                   (Unaudited)




<PAGE>


                      SECURITY DEVICES INTERNATIONAL, INC.
                        (A Development Stage Enterprise)
                          INTERIM FINANCIAL STATEMENTS
                                FEBRUARY 28, 2006
                        (Amounts expressed in US Dollars)
                                   (Unaudited)

                                TABLE OF CONTENTS
                                                                      Page No

      Interim Balance Sheets as of February 28, 2006 and
        November 30, 2005                                               1-2

     Interim Statement of Operations for the three months
        ended February 28, 2006                                           3

     Interim Statement of Cash Flows for the three months
        ended February 28, 2006                                           4

     Interim Statement of Changes in Stockholders' Deficiency for
       the three months ended February 28, 2006 and nine months
       (since inception) ended November 30, 2005.                         5

     Condensed Notes to Interim Financial Statements                    6-8



<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Interim Balance Sheets
As at February 28, 2006 and November 30, 2005
(Amounts expressed in US Dollars)
(Unaudited)



                                      ASSETS

                                                 February 28,      November 30,
                                                     2006              2005

                                                   $                     $
     CURRENT ASSETS

        Cash                                       66,203               126



                                                   _________      _________
                                                   66,203               126
                                                   =========      =========










                See condensed notes to the financial statements.

                                                                           1
<PAGE>



SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Interim Balance Sheets
As at February 28, 2006 and November 30, 2005
(Amounts expressed in US Dollars)
(Unaudited)



                                   LIABILITIES

                                                     February 28,   November 30,
                                                        2006            2005
                                                          $               $

     CURRENT LIABILITIES

        Accounts payable and accrued liabilities        98,543         16,076

        Loans from Directors/Shareholders (note 5)      12,238          8,029
                                                     ---------       ---------

                                                       110,781         24,105
                                                     ---------       ---------

                            STOCKHOLDERS' DEFICIENCY

     CAPITAL STOCK (note 4)                              7,879          6,923

     ADDITIONAL PAID-IN CAPITAL                        252,441        157,797

     DEFICIT, ACCUMULATED DURING THE
     DEVELOPMENT STAGE                                (304,898)      (188,699)
                                                     ---------       ---------
                                                       (44,578)       (23,979)
                                                     ---------       ---------
                                                        66,203            126
                                                     ---------       ---------


                 See condensed notes to the financial statements

                                                                         2


<PAGE>



SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Interim Statement of Operations
For the three months ended February 28, 2006
(Amounts expressed in US Dollars)
(Unaudited)


                                                                 For the quarter
                                                     Cumulative       ended
                                                        since      February 28,
                                                     inception         2006
                                                         $               $


     RESEARCH AND PRODUCT DEVELOPMENT COST           170,175           90,175
     OTHER OPERATING EXPENSES

        General and administration                    29,219            7,744
        Legal and accounting                          40,254           18,280
        Consulting and professional                   65,250                -
                                                -------------        ---------

     TOTAL EXPENSES                                  304,898          116,199
                                                -------------        ---------

     LOSS BEFORE INCOME TAXES                       (304,898)        (116,199)

        Income taxes                                       -                -
                                                -------------        ---------

     NET LOSS                                       (304,898)        (116,199)
                                                -------------        ---------

     Loss per share - basic and diluted                                 (0.02)

                                                                   -----------

     Weighted average common shares outstanding                     7,398,324
                                                                   -----------






                 See condensed notes to the financial statements

                                                                         3


<PAGE>



SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Interim Statement of Cash Flows
For the three months ended February 28, 2006
(Amounts expressed in US Dollars)
(Unaudited)

                                                                 For the quarter
                                                     Cumulative       ended
                                                        since      February 28,
                                                     inception         2006
                                                         $               $

   CASH FLOWS FROM OPERATING ACTIVITIES
       Net loss for the period                        (304,898)      (116,199)
         Items not requiring an outlay of cash:
        Issue of shares for professional services       65,250              -
        Increase in accounts payable and accrued
            liabilities                                 98,543         82,467
                                                  -------------      ---------
   NET CASH USED IN OPERATING ACTIVITIES              (141,105)       (33,732)
                                                  -------------      ---------

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

   NET CASH USED IN INVESTING ACTIVITIES                     -              -
                                                  -------------      ---------
   CASH FLOWS FROM FINANCING ACTIVITIES
      Increase in loans from directors/
        shareholders                                    12,238          4,209
      Proceeds from issuance of common shares          195,070         95,600
                                                  -------------      ---------
   NET CASH PROVIDED BY FINANCING ACTIVITIES           207,308         99,809
                                                  -------------      ---------
   NET INCREASE IN CASH AND CASH
      EQUIVALENTS FOR THE PERIOD                        66,203         66,077

      Cash and cash equivalents, beginning
        of period                                            -            126
                                                  -------------      ---------
   CASH AND CASH EQUIVALENTS, END OF                    66,203         66,203
      PERIOD                                      =============      =========

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




                See condensed notes to the financial statements
                                                                         4


<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Interim Financial Statement of Changes in Stockholders' Deficiency For the three
months ended February 28, 2006 and nine months (since inception)
Ended November 30, 2005
(Amounts expressed in US Dollars)
(Unaudited)


                             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)

Issuance of common shares
for cash                      956,000         956   94,644               95,600

Net loss for the quarter                                     (116,199) (116,199)
                          ------------  ---------- -------- ---------- ---------

Balance as of
February 28, 2006           7,878,880       7,879  252,441   (304,898)  (44,578)
                          ------------  ---------- -------- ---------- ---------








                 See condensed notes to the financial statements


                                                                          5


<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
February 28, 2006
(Amounts expressed in US Dollars)
(Unaudited)



1. BASIS OF PRESENTATION

        The accompanying unaudited interim consolidated financial statements do
        not include all the information and footnotes required by generally
        accepted accounting principles for complete financial statements. In the
        opinion of management, all adjustments (consisting of all recurring
        accruals) considered necessary for fair presentation have been included.
        Operating results for the interim period are not necessarily indicative
        of the results that may be expected for the year ended November 30,
        2006. Interim financial statements should be read in conjunction with
        the Company's annual audited financial statements.

        The financial statements include the accounts of Security Devices
        International Inc. (the "Company"). The Company was incorporated on
        March 1, 2005. The first period for financial statements of the Company
        commenced March 1, 2005 and ended November 30, 2005. For this interim
        quarter for three months ended February 28, 2006, there are hence no
        comparative prior quarter financial statements.


   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.



                                                                        6


<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
February 28, 2006
(Amounts expressed in US Dollars)
(Unaudited)


   3. 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.


   4. ISSUANCE OF COMMON SHARES

a)     Changes to Issued Share Capital

           i) On December 31, 2005 the Company authorized the issuance of
              486,000 common shares for cash for a total consideration of
              $48,600.

           ii) On January 31, 2006 the Company authorized the issuance of
              470,000 common shares for cash for a total consideration of $
              47,000.


b)    Purchase Warrants

           During the current quarter no warrants were issued.



   5. RELATED PARTY TRANSACTIONS

        During the quarter ended February 28, 2006 no director was paid any
        compensation in cash. All out of pocket expenses of directors/promoters
        were expensed. The Directors made advances to the Company to meet the
        operating expenses. These advances of $12,238 as on February 28, 2006
        are unsecured and bear interest at 4% p.a. Further, a Company Director
        has charged the Company a total amount of $750 for providing office
        space for the three month period.

        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 3.5% of the Company's sales.


                                                                       7


<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
February 28, 2006
(Amounts expressed in US Dollars)
(Unaudited)



   6. INCOME TAXES

        The Company did not record any recovery for income taxes for the quarter
        ended February 28, 2006 as the net loss carry forwards are fully offset
        by a valuation allowance.


7. SUBSEQUENT EVENTS

a) Private placement offering

            On March 8, 2006 the Company closed a private placement offering of
            its common stock. It issued 286,000 common shares for cash received
            at $0.17 per share. The company also on March 8, 2006 issued 50,000
            shares for services rendered as finder's fee. The net proceeds of
            this offering will be used primarily to meet with the legal, audit
            and patent costs.

















                                                                      8




<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND PLAN OF OPERATIONS

      Security Devices was incorporated on March 1, 2005 and as of April 15,
2006 had not generated any revenue.

      During the period from inception (March 1, 2005) through February 28, 2006
Security Devices' operations used $(141,105) in cash. During this period,
Security Devices borrowed $12,238 from its officers and directors and raised
$195,070 from the sale of its common stock in private transactions.

      In March 2006 Security Devices sold 286,000 shares of common stock in a
private transaction for $50,050 in cash and issued 50,000 shares of common stock
to an unrelated third party for services rendered.

      Security Devices' plan of operation during the twelve months ending
February 28, 2007 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 does not
know the time or cost involved in developing the Short Range WERS.

      Security Devices anticipates that its capital requirements for the twelve
months ending February 28, 2007 will be:

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

           Total                              $843,000

      Security Devices' future plans will be dependent upon the amount of
capital Security Devices is able to raise. By means of a registration statement
on Form SB-2 Security Devices is offering for public sale up to 2,000,000 shares
of its common stock at a price of $0.50 per share. As of April 15, 2006 Security

<PAGE>

Devices had not sold any of the shares which it is offering by means of the
registration statement.

      Security Devices will attempt to raise the capital which it requires
through the private or public sale of its equity securities or borrowings from
third parties. Security Devices does not have any commitments or arrangements
from any person to provide Security Devices with any 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 reduce its level of
operations. If Security Devices continues to operate in its present mode, it
will require approximately $125,000 of funding during the next twelve months.

Controls and Procedures
- -----------------------

      Sheldon Kales, the Company's Chief Executive and Financial Officer, has
evaluated the effectiveness of the Company's disclosure controls and procedures
as of a date prior to the filing date of this report, and in his opinion the
Company's disclosure controls and procedures are effective to ensure that
material information relating to the Company, including its consolidated
subsidiaries, is made known to him by others within those entities, particularly
during the period in which this report is being prepared, so as to allow timely
decisions regarding required disclosure. There have been no changes in the
Company's internal controls or in other factors that could significantly affect
the Company's internal controls. As a result, no corrective actions with regard
to significant deficiencies or material weakness in the Company's internal
controls were required.




<PAGE>


                                     PART II


ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
          -----------------------------------------------------------

       During the three months ended February 28, 2006 the Company:

      1. Sold 1,212,000 shares of its common stock to a group of foreign
investors for $140,400 in cash.

      2. Issued 50,000 shares of its common stock to an unrelated third party
for services rendered, and

      3. Sold 30,000 shares of its common stock to one U.S. investor for $5,250
in cash.

      These shares referred to in 1 and 2 above 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. As of the date of this report there was 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.

      The Company relied upon the exemption provided by Section 4(2) of the
Securities Act of 1933 with respect to the sale of the shares referred to in 3
above.

6.   EXHIBITS
     --------

      The following exhibits are filed with this report:

      Number                         Description
      ------                         -----------

         31                          Rule 13a-14(a)/15d-14(a) certifications
         32                          Section 1350 certifications


      The Company did not file any reports on Form 8-K during the three months
ended February 28, 2006.








<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized on April 19, 2006.

                                     SECURITY DEVICES INTERNATIONAL INC.


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








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>2
<FILENAME>jan06form10q4-06ex31.txt
<TEXT>



                                   EXHIBIT 31



<PAGE>


                                 CERTIFICATIONS

I, Sheldon Kales, the President and Chief Executive  Officer of Security Devices
International Inc., certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Security Devices
International Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15 and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

      a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

      b) designed such internal control over financial reporting, or cause such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

      c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

      d) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of the internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

      a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

      b) any fraud, whether or not material, that involves management or other
employees who have significant role in the registrant's internal control over
financial reporting.


April 19, 2006                            /s/ Sheldon Kales
                                          ------------------------------
                                          Sheldon Kales
                                          President and Chief Executive Officer


<PAGE>



                                 CERTIFICATIONS

I,  Sheldon  Kales,  the  Principal   Financial   Officer  of  Security  Devices
International Inc., certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Security Devices
International Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15 and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

      a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

      b) designed such internal control over financial reporting, or cause such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

      c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

      d) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of the internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

      a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

      b) any fraud, whether or not material, that involves management or other
employees who have significant role in the registrant's internal control over
financial reporting.


April 19, 2006                            /s/ Sheldon Kales
                                          ------------------------------
                                          Sheldon Kales,
                                          Principal Financial Officer









<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>3
<FILENAME>jan06form10q4-06ex32.txt
<TEXT>






                                   EXHIBIT 32







<PAGE>



In connection with the Quarterly Report of Security Devices International Inc.
(the "Company") on Form 10-QSB for the period ending February 28, 2006 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
Sheldon Kales, the President and Principal Financial Officer of the Company,
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

     (1)  The Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
          material respects the financial condition and results of the Company.


April 19, 2006                  By: /s/ Sheldon Kales
                                    ------------------------------------------
                                    Sheldon Kales, President and Principal
                                    Financial Officer




























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