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<SEC-DOCUMENT>0001004878-07-000150.txt : 20070914
<SEC-HEADER>0001004878-07-000150.hdr.sgml : 20070914
<ACCEPTANCE-DATETIME>20070914165650
ACCESSION NUMBER:		0001004878-07-000150
CONFORMED SUBMISSION TYPE:	10QSB/A
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20070531
FILED AS OF DATE:		20070914
DATE AS OF CHANGE:		20070914

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/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-132456
		FILM NUMBER:		071118217

	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/A
<SEQUENCE>1
<FILENAME>may0710qsbamend9-07.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 May 31, 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)


                              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 [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 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 10QSB report previously
filed on July 13, 2007 (File No. 333-132456).



<PAGE>









                      SECURITY DEVICES INTERNATIONAL, INC.
                        (A Development Stage Enterprise)
                          INTERIM FINANCIAL STATEMENTS
                                  MAY 31, 2007
                        (Amounts expressed in US Dollars)
                                   (Unaudited)








<PAGE>


                      SECURITY DEVICES INTERNATIONAL, INC.
                        (A Development Stage Enterprise)
                          INTERIM FINANCIAL STATEMENTS
                                  MAY 31, 2007
                        (Amounts expressed in US Dollars)
                                   (Unaudited)


                                TABLE OF CONTENTS
                                                                        Page No

     Interim Balance Sheets as at May 31, 2007 and November 30, 2006          1

     Interim Statement of Operations for the six months and three months
     ended May 31, 2007 and May 31, 2006.                                     2

     Interim Statement of Cash Flows for the six months
     ended May 31, 2007 and May 31, 2006.                                     3

     Interim Statements of changes in Stockholders' Equity for the six
     months ended May 31, 2007 and for the period from inception
     (March 1, 2005) to November 30, 2006                                     4

     Condensed Notes to Interim Financial Statements                        5-9









<PAGE>




SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Interim Balance Sheets
As at May 31, 2007 and November 30, 2006
(Amounts expressed in US Dollars)
(Unaudited)

                                                          May 31,   November 30,
                                                           2007       2006
                                                             $           $
                                     ASSETS

CURRENT
   Cash and cash equivalents                             6,268,201    1,463,833
   Prepaid expenses and other (Note 9)                     122,625        4,452
                                                      ------------- ------------

Total Current Assets                                     6,390,826    1,468,285
Plant and Equipment, net (Note 4)                            7,620            -
                                                      ------------- ------------

TOTAL ASSETS                                             6,398,446    1,468,285
                                                      ------------- ------------

                                   LIABILITIES
CURRENT LIABILITIES
   Accounts payable and accrued liabilities                156,649      104,011
   Loans from Directors/Shareholders (Note 7)                1,635        4,227
                                                      ------------- ------------

Total Current Liabilities                                  158,284      108,238
                                                      ------------- ------------
                              STOCKHOLDERS' EQUITY

Capital Stock (Note 5)                                      14,330       11,365
Additional Paid-In Capital                               9,943,944    3,198,180
Deficit Accumulated During the Development Stage        (3,718,112)  (1,849,498)
                                                      ------------- ------------

Total Stockholders' Equity                               6,240,162    1,360,047
                                                      ------------- ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               6,398,446    1,468,285
                                                      ------------- ------------



            See condensed notes to the interim financial statements.

                                       1

<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Interim Statements of Operations
For the six months and three months ended May 31, 2007 and May 31, 2006
(Amounts expressed in US Dollars)
(Unaudited)

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

                                                     For the      For the      For the        For the
                                      Cumulative    six months   six months  three months   three months
                                        since         ended        ended        ended          ended
                                      Inception       May 31,      May 31,      May 31,       May 31,
                                                       2007         2006         2007           2006
                                                         $            $            $              $
     OPERATING EXPENSES:

Research and Product Development Cost  1,170,877      632,577       90,175      321,991             -
Amortization                                 759          759            -          629             -
General and administration (note 6)    2,609,142    1,297,944       49,335    1,011,401        23,311
                                     ------------ ------------  ----------- ------------    ----------

   TOTAL OPERATING EXPENSES            3,780,778    1,931,280      139,510    1,334,021        23,311
                                     ------------ ------------  ----------- ------------    ----------

   LOSS FROM OPERATIONS               (3,780,778)  (1,931,280)    (139,510)  (1,334,021)      (23,311)

     Other Income-Interest                62,666       62,666            -       41,644             -
                                     ------------ ------------  ----------- ------------    ----------

   LOSS BEFORE INCOME TAXES           (3,718,112)  (1,868,614)    (139,510)  (1,292,377)      (23,311)

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

   NET LOSS                           (3,718,112)  (1,868,614)    (139,510)  (1,292,377)      (23,311)
                                     ------------ ------------  ----------- ------------    ----------

   Loss per share - basic and diluted                   (0.14)       (0.02)       (0.10)        (0.00)


Weighted average common shares outstanding         13,297,757    7,798,166   13,182,555     8,189,315
                                                  ------------  ----------- ------------    ----------


</TABLE>



            See condensed notes to the interim financial statements.

                                       2

<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Interim Statements of Cash Flow
For the six months ended May 31, 2007 and May 31, 2006
(Amounts expressed in US Dollars)
(Unaudited)

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

                                                             For the       For the
                                               Cumulative   six months    six months
                                                 since        ended         ended
                                               Inception   May 31, 2007  May 31, 2006
                                                   $             $             $
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss for the period                      (3,718,112)   (1,868,614)    (139,510)
 Items not requiring an outlay of cash:
 Issue of shares for professional services       154,000        80,000        8,750
   Stock based compensation                    1,955,224       905,284            -
   Amortization                                      759           759            -
   Loss on cancellation of stock                  34,400        34,400            -
   Changes in non-cash working capital:
    Accounts payable and accrued liabilities     156,649        52,638       (9,676)
   Prepaid expenses and other                   (122,625)     (118,173)           -
                                            ------------- ------------- -------------
 NET CASH USED IN OPERATING ACTIVITIES        (1,539,705)     (913,706)    (140,436)
                                            ------------- ------------- -------------
 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/ (Repayments) from
     directors/shareholders                      1,635          (2,592)       4,530
      Net Proceeds from issuance of
       common shares                         7,769,650       5,779,045      145,650
      Cancellation of stock                    (50,000)        (50,000)           -
      Stock subscriptions received                   -               -      100,000
      Exercise of stock options                 95,000               -            -
                                            ------------- ------------- -------------

   NET CASH PROVIDED BY FINANCING ACTIVITIES 7,816,285       5,726,453      250,180
                                            ------------- ------------- -------------
   NET INCREASE IN CASH AND CASH
      EQUIVALENTS FOR THE PERIOD             6,268,201       4,804,368      109,744

      Cash and cash equivalents,
        beginning of period                          -       1,463,833          126
                                            ------------- ------------- -------------

   CASH AND CASH EQUIVALENTS, END OF PERIOD  6,268,201       6,268,201      109,870
                                            ============= ============= =============

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

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

</TABLE>

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

                                       3

<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise) Interim Statement of Changes in Stockholders'
Equity For the six months ended May 31, 2007 and May 31, 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    157,797   (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 or cash              1,170,670      1,171  1,169,499               1,170,670
Stock based compensation                             204,986                 204,986
Issuance of common shares
  for cash and services         50,000         50    154,950                 155,000
Stock based compensation                             700,298                 700,298
Issuance of common
 shares for cash (net of
 expenses)                   2,139,000      2,139  4,531,236              4,533,375
Cancellation of stock       (1,560,000)    (1,560)   (14,040)               (15,600)

Net loss for the six month
  period ended May 31, 2007          -          -          - (1,868,614) (1,868,614)
                           ------------  ---------  --------- ---------- -----------
Balance as of  May 31, 2007 14,330,050     14,330  9,943,944 (3,718,112)  6,240,162
                           ------------  ---------  --------- ---------- -----------
</TABLE>


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

                                       4

<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
May 31, 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
        $ 1,868,614 during the six month period ended May 31, 2007. At May 31,
        2007, the Company had an accumulated deficit during the development
        stage of $3,718,112 which includes a non- cash stock based compensation
        cost of $1,955,224. 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
        $1,170,670 through issue of


                                       5
<PAGE>

SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
May 31, 2007
(Amounts expressed in US Dollars)
(Unaudited)


     2. NATURE OF OPERATIONS (cont'd)

        common stock. During the quarter ended May 31, 2007, the Company raised
        an additional $4,608,375 (net of expenses of $279,375) through the issue
        of Common stock. The company has a working capital of $ 6,232,542 and
        shareholders' equity of $6,240,162 as at May 31, 2007. Management's plan
        is to continue raising additional funds through future equity or debt
        financing until it achieves profitable operations.

    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



                                          May 31, 2007       November 30,2006
                                           Accumulated              Accumulated
                                Cost      Depreciation       Cost  Depreciation
                                 $              $              $         $
                               -------------------------------------------------

    Computer equipment          8,379           759             -         -
                               -------       ---------      ------    ------
                                8,379           759             -         -
                               -------       ---------      ------    ------

    Net carrying amount                $7,620                     $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.


                                       6
<PAGE>

SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
May 31, 2007
(Amounts expressed in US Dollars)
(Unaudited)

       5.   ISSUANCE OF CAPITAL STOCK (cont'd)

              Year ended November 30, 2006 (cont'd)

          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.

          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.

        Six months ended May 31, 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.


                                       7
<PAGE>

SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
May 31, 2007
(Amounts expressed in US Dollars)
(Unaudited)


      5.    ISSUANCE OF CAPITAL STOCK (cont'd)

        Six months ended May 31, 2007 (cont'd)
        --------------------------------------

        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.

        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 was 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.

        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 the first quarter of
        2007. 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 the first quarter of
        2007. The director in return had 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.

                                       8
<PAGE>

SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
May 31, 2007
(Amounts expressed in US Dollars)
(Unaudited)

      5.    ISSUANCE OF CAPITAL STOCK (cont'd)

        Six months ended May 31, 2007 (cont'd)
        --------------------------------------

        On April 25, 2007 the Company sold 1,998,500 shares of its common stock
        to a group of private investors. As part of this same financing the
        Company sold an additional 140,500 shares to private investors on May 4,
        2007. The shares were sold at a price of $2.25 per share and are
        restricted securities as that term is defined in Rule 144 of the
        Securities and Exchange Commission. In connection with the sale of these
        2,139,000 shares, the Company paid a commission of $240,638 to the sales
        agent for the offering and incurred legal and other expenditure of
        $38,737.

        The sales agent also received warrants which allows them to purchase
        106,950 shares of the Company's Common stock at a price of $2.81 per
        share. The warrants expire in 2009.

        The Company has agreed to file a registration statement with the
        Securities and Exchange Commission registering the resale of the shares
        sold to the investors, as well as the shares issuable upon the exercise
        of the warrants issued to the sales agent, and have it declared
        effective by September 21, 2007.

        If the registration statement is not filed and declared effective by
        this date, the Company will issue to the investors, as a group, 85,560
        common shares plus16,043 additional common shares for each month the
        registration statement remains unfilled or not effective.

        The Company relied upon the exemption provided by Section 4(2) of the
        Securities Act of 1933 for the sale of these securities.

     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 17, 2012.
        The stock based compensation cost of $204,986 has been expensed to legal
        and accounting.



                                       9
<PAGE>

SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
May 31, 2007
(Amounts expressed in US Dollars)
(Unaudited)

     6.  STOCK BASED COMPENSATION (cont'd)

        Effective April 23, 2007, the board of directors granted the following
        options under its Non-Qualified Stock Option Plan:

          1.   Options to two  consultants to acquire  150,000 common share each
               for a total of 300,000  shares.  The  exercise  price for 300,000
               options  was  set  at  $2.75  per  share.   These   options  vest
               immediately   and  expire  on  April  23,   2012.   Stock   based
               compensation  cost of $622,074  has been  expensed to general and
               administration expense.

          2.   Options to two  consultants  to acquire  20,000 common share each
               for a total of 40,000  shares.  The  exercise  price  for  40,000
               options  was  set  at  $3.60  per  share.   These   options  vest
               immediately   and  expire  on  January  29,  2012.   Stock  based
               compensation  cost of $78,224  has been  expensed  to general and
               administration expense.

        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 the 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.

        For the six month period ended May 31, 2007, the Company has recognized
        in the financial statements, stock-based compensation costs as per the
        following details. 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:


                                       10
<PAGE>

SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
May 31, 2007
(Amounts expressed in US Dollars)
(Unaudited)

     6.  STOCK BASED COMPENSATION (cont'd)

                                                     Options         Options
                                                     granted         granted
                                                 April 23, 2007  January 7, 2007
                                                 --------------  ---------------

           Risk free rate                              4.25%           3.50%
           Volatility factor                         106.04%         122.84%
           Expected dividends                           nil             nil
           Forfeiture rate                                0%              0%
           Expected life                            5 years         5 years
           Range of exercise prices              $2.75-3.60           $1.50
           Market price of Company's common
              stock on date of grant                  $2.65           $1.90
           Grant date fair value of options           $2.06           $1.64
           Total number of options granted          340,000         125,000
           Stock-based compensation cost
            expensed for six month period
            ended May 31, 2007                     $700,298        $204,986
           Unexpended stock-based compensation
              deferred over to next period              nil             nil

   7.   RELATED PARTY TRANSACTIONS

         a)  During the six month period ended May 31, 2007, all out of pocket
             expenses of directors/promoters were expensed. The Directors
             maintain a current account with the Company to meet the operating
             expenses. As of May 31, 2007, there was a payable of $1,635 to the
             directors. This balance is unsecured and bears interest at 4% p.a.

   8.   COMMITMENTS

        In March 2007, the Company entered into an Investor Relation Service
        Agreement for a period of twelve months commencing the first of April
        2007. The consultant will represent the Company in European countries
        for disseminating investor relation information and creating awareness
        in the European financial community. The Company agreed to pay the
        consultant a total of $205,000 for the services to be provided over the
        twelve month period and payment of $100,000 in advance. The Company
        expensed $34,167 during this quarter and an amount of $65,833 is
        included in prepaid expenses and other.

        In May 2007, the company entered into a consulting agreement with a
        consultant who will provide financial public relation services through
        its sub-contractors and shall monitor, supervise and maintain
        communications with the subcontractors. The agreement was a period of
        three months requiring the Company to pay the total fee of $36,000 in
        advance. The Company expensed $12,000 during this quarter and an amount
        of $24,000 is included in prepaid expenses and others.


                                       11

<PAGE>

SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
May 31, 2007
(Amounts expressed in US Dollars)
(Unaudited)

     6.  COMMITMENTS (cont'd)

        In May 2007 the Company entered into a consulting agreement with a
        consultant for business development and active marketing of the
        Company's technology and products. The initial time frame of the
        agreement is from May to November 2007, with a planned extension, at the
        mutual agreement of both parties. Compensation to the consultant for the
        services is $5,000 monthly in advance.

   9.   PREPAID EXPENSES AND OTHER

        In addition to prepayments for Investor relation services for $ 65,833
        and consulting services for $24,000 (note 8) prepaid expenses also
        includes prepayments made for directors' and officers insurance for
        $28,000.

   10.  SUBSEQUENT EVENTS

        On July 11, 2007 the Company authorized the issuance of warrants to two
        directors. These warrants allow one director to purchase 250,000 shares
        at a price of $0.50 per share and the other director to purchase 50,000
        shares at price of $0.50 per share. The warrants expire May 31, 2017.


                                       12

<PAGE>

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

      Security Devices was incorporated on March 1, 2005 and as of May 31, 2007
had not generated any revenue. 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
situations.

      During the year ended November 30, 2006 substantially all of SDI's cash
expenses were related to the development of its LEKTROX technology.

      During the six months ended May 31, 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 May 31, 2007
SDI's operations used $1,539,705 in cash. During this period SDI:

     o    purchased $8,379 of equipment,

     o    borrowed $1,635 (net) from its officers and directors,

     o    raised $7,769,650 from the sale of shares of its common stock,

     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 May 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.

      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

      On April 25, 2007 the Company sold 1,998,500 shares of its common stock to
a group of private investors. As part of this same financing the Company sold an
additional 140,500 shares to private investors on May 4, 2007. The shares were
sold at a price of $2.25 per share and are restricted securities as that term is
defined in Rule 144 of the Securities and Exchange Commission.

      In connection with the sale of these 2,139,000 shares the Company paid a
commission of $240,638 to Salman Partners Inc. the sales agent for the offering.
Salman Partners also received warrants which allows Salman Partners to purchase
106,950 shares of the Company's common stock at a price of $2.81 per share. The
warrants expire in 2009.

      The Company relied upon the exemption provided by Section 4(2) of the
Securities Act of 1933 for the sale of these securities.

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 12,
2007.

                                     SECURITY DEVICES INTERNATIONAL INC.


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

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




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>2
<FILENAME>may0710qsbamendexh319-07.txt
<TEXT>
                                   EXHIBIT 31




<PAGE>

                                 CERTIFICATIONS

I, Sheldon Kales, 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 small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer'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(e) 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 small business issuer 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 small business issuer,
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 small business issuer'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 small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's fourth
fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer'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 small business issuer'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 a significant role in the small business issuer's internal
control over financial reporting.


September 12, 2007                         /s/ Sheldon Kales
                                          ------------------------------
                                          Sheldon Kales
                                          President and Chief Executive Officer


<PAGE>

                                 CERTIFICATIONS

I, Rakesh Malhotra, 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 small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer'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(e) 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 small business issuer 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 small business issuer,
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 small business issuer'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 small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's fourth
fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer'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 small business issuer'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 a significant role in the small business issuer's internal
control over financial reporting.


September 12, 2007                         /s/ Rakesh Malhotra
                                          ------------------------------
                                          Rakesh Malhotra, Principal
                                          Financial Officer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>3
<FILENAME>may0710qsbamendexh329-07.txt
<TEXT>

                                   EXHIBIT 32




<PAGE>

     In connection with the Quarterly Report of Security  Devices  International
Inc.  (the  "Company")  on Form  10-QSB/A for the period  ending May 31, 2007 as
filed with the Securities and Exchange Commission (the "Report"), Sheldon Kales,
the President and Chief Executive  Officer of the Company,  and Rakesh Malhotra,
the Principal  Financial  Officer of the Company,  certify 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 their 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.


September 12, 2007                  By:   /s/ Sheldon Kales
                                         -------------------------------------
                                         Sheldon Kales, President and Chief
                                         Executive Officer


September 12, 2007                  By    /s/ Rakesh Malhotra
                                         -------------------------------------
                                         Rakesh Malhotra, Principal Financial
                                         Officer



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