<DOCUMENT>
<TYPE>10QSB/A
<SEQUENCE>1
<FILENAME>feb07amnd10qsb9-07.txt
<TEXT>


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-QSB/A

           [X] Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
                For the quarterly period ended February 28, 2007

                                       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)

                            120 Adelaide Street West
                                   Suite 2500
                                Toronto, Ontario
                                 Canada                  M5H 1T1
               -------------------------------------------------
                (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 [X]            NO [ ]

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

            Yes                           No    __X____
                  ------------                    -


As of September 10, 2007, the Company had 14,330,050 issued and outstanding
shares of common stock.


<PAGE>


     CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

     This report includes  "forward-looking  statements".  All statements  other
than  statements  of  historical  facts  included in this report,  regarding the
Company's  financial  position,  business  strategy,  plans and objectives,  are
forward-looking statements.  Although the Company believes that the expectations
reflected in the forward-looking  statements and the assumptions upon which such
forward-looking  statements are based are  reasonable,  it can give no assurance
that such expectations and assumptions will prove to have been correct.


     REASONS FOR AMENDED REPORT

     This  report has been  amended so that  certain  parts of the  Management's
Discussion  and  Analysis  section of this  report and the  Company's  financial
statements  correspond  with the Company's  registration  statement on Form SB-2
(File No.  333-143301) to reflect certain  enhanced  disclosures in the notes to
the financial  statements.  There were no changes in the amounts reported in the
Company's interim financial  statements included in the 10-QSB report previously
filed on April 16, 2007 (File No. 333-132456).






<PAGE>



                      SECURITY DEVICES INTERNATIONAL, INC.
                        (A Development Stage Enterprise)
                          INTERIM FINANCIAL STATEMENTS
                                FEBRUARY 28, 2007
                          (Amounts expressed in US Dollars)
                                   (Unaudited)


<PAGE>


                      SECURITY DEVICES INTERNATIONAL, INC.
                        (A Development Stage Enterprise)
                          INTERIM FINANCIAL STATEMENTS
                                FEBRUARY 28, 2007
                        (Amounts expressed in US Dollars)
                                   (Unaudited)


                                TABLE OF CONTENTS
                                                                    Page No

Interim Balance Sheets as at February 28, 2007 and
November 30, 2006                                                       1

Interim Statement of Operations for the three months ended
February 28, 2007 and February 28, 2006                                 2

Interim Statement of Cash Flows for the three months ended
February 28, 2007 and February 28, 2006                                 3

Interim Statements of changes in Stockholders' Equity for the
three months ended February 28, 2007 and for the period from
inception (March 1, 2005) to November 30, 2006                          4

Condensed Notes to Interim Financial Statements                       5-8


<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Interim Balance Sheets
As at February 28, 2007 and November 30, 2006
(Amounts expressed in US Dollars)
(Unaudited)

                                                     February 28,   November 30,
                                                         2007           2006
                                    ASSETS                $              $

CURRENT
   Cash and cash equivalents                           2,279,701      1,463,833
   Prepaid expenses and other (Note 8)                    10,665          4,452
                                                     ------------   ------------
Total Current Assets                                   2,290,366      1,468,285
Plant and Equipment, net (Note 4)                          8,249              -
                                                     ------------   ------------
TOTAL ASSETS                                           2,298,615      1,468,285
                                                     ------------   ------------
                                   LIABILITIES

CURRENT LIABILITIES
   Accounts payable and accrued liabilities              134,208        104,011
   Loans from Directors/Shareholders (Note 7)              4,941          4,227
                                                     ------------   ------------
Total Current Liabilities                                139,149        108,238
                                                     ------------   ------------

                              STOCKHOLDERS' EQUITY

Capital Stock (Note 5)                                    13,701         11,365
Additional Paid-In Capital                             4,571,500      3,198,180
Deficit Accumulated During the Development Stage      (2,425,735)    (1,849,498)
                                                     ------------   ------------
Total Stockholders' Equity                             2,159,466      1,360,047
                                                     ------------   ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             2,298,615      1,468,285
                                                     ============   ============



           See condensed notes to the interim financial statements.



                                       1
<PAGE>

SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Statements of Operations
For the Three Months Ended February 28, 2007 and February 28, 2006
(Amounts expressed in US Dollars)
(Unaudited)
                                                       For the       For the
                                                       quarter       quarter
                                                        ended         ended
                                       Cumulative     February 28,  February 28,
                                     since inception      2007          2006
                                            $               $             $

REVENUES                                       -               -              -
                                     ---------------- ------------  ------------

OPERATING EXPENSES:
Research and Product Development Cost     848,886        310,586         90,175
Amortization                                  130            130              -
General and Administration              1,597,741        286,543         26,024
                                     ---------------- ------------  ------------
TOTAL OPERATING EXPENSES                2,446,757        597,259        116,199
                                     ---------------- ------------  ------------
LOSS FROM OPERATIONS                   (2,446,757)      (597,259)      (116,199)

        Other Income-Interest              21,022         21,022              -
                                     ---------------- ------------  ------------
LOSS BEFORE INCOME TAXES               (2,425,735)      (576,237)      (116,199)
                                     ---------------- ------------  ------------
Income taxes                                    -              -              -
                                     ---------------- ------------  ------------
NET LOSS                               (2,425,735)      (576,237)      (116,199)
                                     ---------------- ------------  ------------
  Loss per share - basic and diluted                       (0.04)         (0.02)
                                                      ------------  ------------
  Weighted average common shares
    outstanding                                       13,415,518      7,398,324
                                                      ------------  -----------


           See condensed notes to the interim financial statements.


                                       2
<PAGE>

SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Interim Statement of Cash Flows
For the Three Months Ended February 28, 2007 and February 28, 2006
(Amounts expressed in US Dollars)
(Unaudited)

                                                       For the       For the
                                                       quarter       quarter
                                                        ended         ended
                                       Cumulative     February 28,  February 28,
                                     since inception      2007          2006
                                            $               $             $

CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss for the period                  (2,425,735)    (576,237)     (116,199)
  Items not requiring an outlay of cash:
  Issue of shares for professional
   services                                   74,000            -             -
  Stock based compensation                 1,254,926      204,986             -
  Amortization                                   130          130
  Changes in non-cash working capital:
   Accounts payable and accrued liabilities  134,208       30,197        82,467
   Prepaid expenses and other                (10,665)      (6,213)            -
                                     ---------------- ------------  ------------
NET CASH USED IN OPERATING ACTIVITIES       (973,136)    (347,137)      (33,732)
                                     ---------------- ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES

   Acquisition of Plant and Equipment         (8,379)      (8,379)            -
                                     ---------------- ------------  ------------

NET CASH USED IN INVESTING ACTIVITIES         (8,379)      (8,379)            -
                                     ---------------- ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES
 Loans from directors/shareholders             4,941          714         4,209
 Proceeds from issuance of common shares   3,161,275    1,170,670        95,600
 Exercise of stock options                    95,000            -             -
                                     ---------------- ------------  ------------
NET CASH PROVIDED BY FINANCING
 ACTIVITIES                                3,261,216    1,171,384        99,809
                                     ---------------- ------------  ------------
NET INCREASE IN CASH AND CASH
 EQUIVALENTS FOR THE PERIOD                2,279,701      815,868        66,077
 Cash and cash equivalents,
  beginning of period                              -    1,463,833           126
                                     ---------------- ------------  ------------
CASH AND CASH EQUIVALENTS,
 END OF PERIOD                             2,279,701    2,279,701        66,203

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



           See condensed notes to the interim financial statements.




                                       3
<PAGE>

SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Interim Statement of Changes in Stockholders' Equity
Three months ended February 28, 2007 and for Period from Inception (March 1,
2005) to November 30, 2006.
(Amounts expressed in US Dollars)
(Unaudited)


<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     57,797    (188,699)     (23,979)

Issuance of common shares
 for cash                     956,000       956     94,644           -       95,600
Issuance of common shares
 for cash                     286,000       286     49,764           -       50,050
Issuance of common shares
 to consultant for services    50,000        50      8,700           -        8,750
Issuance of common shares
 for cash                   2,000,000     2,000    398,000           -      400,000
Exercise of stock options     950,000       950     94,050           -       95,000
Issuance of common shares
 for cash (net of agent
 commission)                  200,000       200    179,785           -      179,985
Stock subscriptions
 received                                        1,165,500           -    1,165,500
Stock based compensation            -         -  1,049,940           -    1,049,940
Net loss for the year               -         -          -  (1,660,799)  (1,660,799)
                           -----------  --------  --------- -----------  -----------
Balance as of
 November 30, 2006         11,364,880    11,365  3,198,180  (1,849,498)   1,360,047

Issuance of common shares
 for stock subscriptions
 received in prior year     1,165,500     1,165     (1,165)          -            -

Issuance of common shares
 for cash                   1,170,670     1,171  1,169,499                1,170,670
Stock based compensation                                       204,986      204,986

Net loss for the three
 month period ended
 February 28, 2007                  -         -          -    (576,237)    (576,237)
                           -----------  --------  --------- -----------  -----------
Balance as of
February 28, 2007          13,701,050    13,701  4,571,500  (2,425,735)   2,159,466
                           -----------  --------  --------- -----------  -----------
</TABLE>

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



                                       4
<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
February 28, 2007
(Amounts expressed in US Dollars)
(Unaudited)

1. BASIS OF PRESENTATION

        The accompanying unaudited 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, 2007.
        Interim financial statements should be read in conjunction with the
        company's annual audited financial statements for the year ended
        November 30, 2006.

        The Company was incorporated under the laws of the state of Delaware on
        March 1, 2005. The interim financial statements include the accounts of
        Security Devices International Inc. (the "Company").

   2. NATURE OF OPERATIONS

        The Company is currently in the advanced stages of developing LEKTROX, a
        unique line of wireless electric ammunition for use in military,
        homeland security, law enforcement, and professional and home security
        scenarios. LEKTROX has been specially designed for use with standards
        issue riot guns, M203 grenade launchers and regular 12-guage shotguns.
        This will allow military, law enforcement agencies etc. to quickly
        deploy LEKTROX 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
        where most users have little or no specialized training. LEKTROX is a
        3rd generation electric solution. First generation solutions were
        electric batons and hand-held stun guns which had a range of arm's
        length. 2nd generations were the wired electric charge solutions. 3rd
        generations are the wireless electric bullets. Currently, there is still
        no 3rd generation wireless electric bullet on the market.

        The Company is in the development stage and has not yet realized
     revenues from its planned operations. The Company has incurred a loss of $
     576,237 during the three month period ended February 28, 2007. At February
     28, 2007, the Company had an accumulated deficit during the development
     stage of $2,425,735 which includes a non- cash stock based compensation
     cost of $1,254,926. The Company has funded operations through the issuance
     of capital stock. During the year ended November 30, 2006 the Company
     raised $1,982,333 primarily through issue of common stock. (See note 5).
     During the quarter ended February 28, 2007, the company raised an
     additional $1,170,670 through issue of common stock. The company has a
     working capital of $ 2,151,217 and shareholders' equity of $2,159,466 as at
     February 28, 2007. Management's plan is to continue raising additional
     funds through future equity or debt financing until it achieves profitable
     operations


                                       5
<PAGE>

SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
February 28, 2007
(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. PLANT AND EQUIPMENT, NET

        Plant and equipment are recorded at cost less accumulated depreciation.
        Depreciation is provided commencing in the month following acquisition
        using the following annual rate and method:

                Computer equipment          30%   declining balance method



                                        February 28, 2007      November 30,2006
                                           Accumulated            Accumulated
                                  Cost    Depreciation   Cost    Depreciation
                                    $          $           $            $
      -------------------------------------------------------------------------

      Computer equipment          8,379         130         -            -
                                  8,379         130         -            -
                                -------         ---

      Net carrying amount               $8,249                    $Nil
                                        ------                    ----

   5. ISSUANCE OF CAPITAL STOCK

        Year ended November 30, 2006

          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.

          iii) On March 8, 2006 the Company  authorized  the issuance of 286,000
               common   shares   for  cash  @  $0.175  per  share  for  a  total
               consideration of $50,050. On the same day, the Company authorized
               the issuance of 50,000  shares to a  consultant  for the services
               rendered as finder's fees. These services were valued @$0.175 per
               common  share and  expensed as  consulting  fees in the amount of
               $8,750.


                                       6
<PAGE>

SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
February 28, 2007
(Amounts expressed in US Dollars)
(Unaudited)

   5. ISSUANCE OF CAPITAL STOCK (Cont'd)

          iv)  By means of a prospectus dated May 5, 2006 the Company offered to
               the public up to 2,000,000  shares of its common stock at a price
               of $0.20 per share.  The Company  closed the offering on July 31,
               2006  after  receiving   consideration  of  $400,000  and  issued
               2,000,000 common shares in August, 2006.

          v)   The company directors exercised 950,000 stock options to purchase
               950,000  common  shares for a total  consideration  of $95,000 on
               November 1, 2006.

          vi)  On  November  29,  2006 the company  authorized  the  issuance of
               200,000  common  shares  for cash  @$1.00  per  common  share.  A
               commission  of $20,015  was paid to the agent and this  amount is
               netted with  additional  paid in capital.  The proceeds  received
               were part of the Private offering effective November 20, 2006.

          vii) As at November 30, 2006 the company  received stock  subscription
               for  $1,165,500.  This  was  also  part of the  private  offering
               effective  November  20,  2006.  The Company  closed this private
               offering on December 12, 2006 when it had  completed  the sale of
               2,536,170  shares  of its  common  stock  to a group  of  private
               investors.

        Three months ended February 28, 2007

        On December 12, 2006 the Company completed the sale of 2,536,170 shares
        of its common stock to a group of private investors. The shares were
        sold in the private offering at a price of $1.00 per share and are
        restricted securities as that term is defined in Rule 144 of the
        Securities and Exchange Commission.

        The Company had already issued 200,000 common shares on November 29,
        2006 and it issued the balance 2,336,170 shares on December 12, 2006.
        The Company relied upon the exemption provided by Section 4(2) of the
        Securities Act of 1933 for the sale of these shares.



                                       7
<PAGE>

SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
February 28, 2007
(Amounts expressed in US Dollars)
(Unaudited)

   6. STOCK BASED COMPENSATION

        Per SEC Staff Accounting Bulletin 107, Topic 14.F, "Classification of
        Compensation Expense Associated with Share-Based Payment Arrangements"
        stock based compensation expense is being presented in the same lines as
        cash compensation paid. As such, stock based compensation is no longer
        presented separately.

        Effective January 7, 2007 the company appointed a CFO and granted stock
        options to acquire 125,000 common shares under its Non-Qualified Stock
        Option Plan. The exercise price for the options was set at $1.50 per
        share. These options vest immediately and expire on January 7, 2012. The
        stock based compensation cost of $204,986 has been expensed in this
        quarter.

        The fair value of each grant was estimated at the grant date using the
        Black-Scholes option-pricing model. The Black-Scholes option pricing
        model requires the use of certain assumptions, including expected terms,
        expected volatility, expected dividends and risk-free interest rate to
        calculate the fair value of stock-based payment awards. The assumptions
        used in calculating the fair value of stock option awards involve
        inherent uncertainties and the application of management judgment.

        The estimated volatility used is the historic volatility. The expected
        term calculation is based upon the expected term the option is to be
        held, which is full term of the option. The risk-free interest rate is
        based upon the U.S. Treasury yield in effect at the time of grant for an
        instrument with a maturity that is commensurate with the expected term
        of the stock options. The dividend yield of zero is based on the fact
        that we have never paid cash dividends on our common stock and we have
        no present intention to pay cash dividends. The expected forfeiture rate
        of 0% is based on immediate vesting of stock options.

        The fair value of each option used for the purpose of estimating the
        stock compensation is based on the grant date using the Black-Scholes
        option pricing model with the following weighted average assumptions:



                   Risk free rate                            3.50%
                   Volatility factor                       122.84%
                   Expected dividends                           0%
                   Forfeiture rate                              0%
                   Expected life                           5 years
                   Exercise price                            $1.50
                   Grant date fair value of options          $1.64


                                       8
<PAGE>

SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
February 28, 2007
(Amounts expressed in US Dollars)
(Unaudited)

   6. STOCK BASED COMPENSATION (Cont'd)

           Market price of Company's common
               stock on date of grant                       $1.90
           Total number of options granted                125,000
           Stock-based compensation cost
               expense                                   $204,986
           Unexpended stock-based compensation
              deferred over to next period                    nil

        As of February 28, 2007 there was $Nil of unrecognized expense related
        to non-vested stock-based compensation arrangements granted.

     7. RELATED PARTY TRANSACTIONS

            a)   During the three month period ended February 28, 2007, all out
                 of pocket expenses of directors/promoters were expensed. The
                 Directors also made advances to the Company to meet the
                 operating expenses. These advances of $4,941 as at February 28,
                 2007 are unsecured and bear interest at 4% p.a.

            b)   A company controlled by a 13.7% (as of November 30, 2006)
                 shareholder, who is also the son of a director was paid
                 $168,100 from inception to February 28, 2007 ($78,000 for the
                 three months ended February 28, 2007) for research and
                 development (see note 9 (b))

     8. PREPAID EXPENSES AND OTHER

        Includes prepayments made for directors' and officers insurance for
        $10,665.

     9. SUBSEQUENT EVENTS

          a)   The  Company had entered  into an amended  agreement  in February
               2007,  with a director  regarding  development of its "Electrical
               Shocker" ("ES")  technology.  Pursuant to the original  agreement
               executed  in  November  2006,  the  director  was paid a total of
               $38,000 which  included  $22,000  during the last quarter of 2006
               and an  additional  $16,000  in January  2007.  The  Company  has
               expensed   this  payment  of  $22,000  as  Research  and  Product
               Development  cost  during  2006 and  also  expensed  the  balance
               $16,000 to Research and Product Development cost in this quarter.
               In addition, the director was paid $62,000 in February, 2007 upon
               signing the amended agreement.  The Company expensed this payment
               of $62,000 to Research and Product  Development in this quarter .
               The director in return had

                                       9

<PAGE>

SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
February 28, 2007
(Amounts expressed in US Dollars)
(Unaudited)

     9. SUBSEQUENT EVENTS (Cont'd)

                 released the Company from a prior obligation to pay royalty
                 from the sale of any product developed using this technology.
                 In the absence of acceptance of the ES technology by the
                 Company, the Company cancelled 1,560,000 shares and the
                 director was paid $50,000 on March 12, 2007 in accordance with
                 the amended agreement. The Company accounted for this
                 transaction under the constructive retirement method in the
                 second quarter of 2007. The cancelled shares reverted to
                 authorized but unissued status. The stock and additional
                 paid-in-capital amounts were reduced with a total of $15,600
                 and a debit of $34,400 to retained earnings, being the excess
                 of purchase cost over the original issuance.

            b)   On March 12, 2007, the Company authorized the issuance of
                 50,000 common shares at $1.50 per share for a total cash
                 consideration of $75,000 to a consultant who rendered investor
                 relation services to the Company during the quarter ended May
                 31, 2007.

                 The market price of the total stock on the date of issuance was
                 $155,000. The difference of $80,000 between the market price of
                 the total stock ($155,000) and the issued price ($75,000)
                 represents the estimated fair value of the consultant's
                 services. The par value of the shares in the amount of $50 will
                 be credited to share capital and the balance of $154,950
                 credited to additional paid-in capital and shown as issuance of
                 common shares for cash and services in interim statement of
                 changes in stockholder's equity.

            c)   The Company has signed a letter of intent with a third party
                 Agent on a best effort basis for a private placement offering
                 of Common Shares in the amount of US$5million.



                                       10
<PAGE>


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

      SDI was incorporated on March 1, 2005. SDI is a defense technology company
which is developing LEKTROX, a unique line of wireless electric ammunition for
use in military, homeland security, law enforcement, and professional and home
security scenarios.

      SDI plans to develop a Short Range version of the LEKTROX after the
development to the Long Range LEKTROX has been completed. However, since the
development of the Long Range LEKTROX is not yet complete, SDI does not know the
time or cost involved in developing a Short Range LEKTROX.

   As of August 31, 2007 SDI had not generated any revenue.

      During the three months ended February 28, 2007 more capital was available
to SDI and as a result SDI was able to spend more on research and product
development.

      During the period from inception (March 1, 2005) through February 28, 2007
SDI's operations used $(973,131) in cash. During this period:

          o    SDI borrowed $4,941 (net) from its officers and directors,

          o    raised  $2,761,275  from the sale of  4,176,050  shares of common
               stock to private investors,

          o    raised  $400,000  from the  public  sale of  2,000,000  shares of
               common stock at a price of $0.20 per share, and

          o    raised  $95,000 from three of its officers and directors upon the
               exercise of options to purchase 950,000 shares of common stock.

     SDI did not have any material future contractual obligations or off-balance
sheet arrangements as of August 31, 2007.

      SDI anticipates that its capital requirements for the twelve-month period
ending May 31, 2008 will be:

      Research and Development              $1,460,000
      General and administrative expenses      100,000
      Patent filings                            30,000
                                         -------------
           Total                            $1,590,000
                                         =============

     SDI does not  anticipate  that it will need to hire any employees  prior to
December  31,  2007.  SDI does not expect that it will need to raise  additional
capital during the twelve months ending May 31, 2008. SDI believes that its cash
on hand at May 31,  2007 will  satisfy its  working  capital  needs for the next
eighteen months.

<PAGE>

      SDI does not have any commitments or arrangements from any persons to
provide SDI with any additional capital it may need.

Controls and Procedures

        Sheldon Kales, the Company's Chief Executive Officer and Rakesh
Malhotra, the Company's Principal Financial Officer, have evaluated the
effectiveness of the Company's disclosure controls and procedures (as defined in
Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the
period covered by this report, and in their opinion the Company's disclosure
controls and procedures are effective. There were no changes in the Company's
internal controls over financial reporting that occurred during the fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, the Company's internal controls over financial reporting.













<PAGE>


                                     PART II

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

      During the three months ended February 28, 2007 the Company sold 2,336,170
shares of its common stock to a group of private investors at a price of $1.00
per share.

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


ITEM 5.  OTHER INFORMATION

      In March 2007 the Company purchased 1,560,000 shares of its common stock
from Alexander Blaunshtein for $50,000. These shares were returned to treasury
and cancelled. Alexander Blaunshtein is the son of Dr. Natan Blaunstein, who is
a director of the Company.


ITEM 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







<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 September
13, 2007.


                                     SECURITY DEVICES INTERNATIONAL INC.


                                      By  /s/ Sheldon Kales
                                          ------------------------------------
                                          Sheldon  Kales,  President  and Chief
                                          Executive Officer


                                      By  /s/ Rakseh Malhotra
                                          ------------------------------------
                                          Rakesh      Malhotra,       Principal
                                          Financial and Accounting Officer

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