-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 Hp7ztdsgTJdQKy71Swcm5jCyLGGAD3YYVDEQKWXor/U/azOD6vKQOGzs3+yqXvcZ
 xWDPtxgGOWa20p1hGRolow==

<SEC-DOCUMENT>0001004878-08-000109.txt : 20080414
<SEC-HEADER>0001004878-08-000109.hdr.sgml : 20080414
<ACCEPTANCE-DATETIME>20080414165347
ACCESSION NUMBER:		0001004878-08-000109
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20080229
FILED AS OF DATE:		20080414
DATE AS OF CHANGE:		20080414

FILER:

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

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-132456
		FILM NUMBER:		08755063

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

	MAIL ADDRESS:	
		STREET 1:		464 OLD ORCHARD GROVE
		CITY:			TORONTO
		STATE:			A6
		ZIP:			M5M 2G4
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>feb0810qsb4-08.txt
<DESCRIPTION>FEB 08 10-QSB
<TEXT>


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934
                For the quarterly period ended February 29, 2008

                                             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)

                                 2171 Avenue Rd.
                                    Suite 103
                                Toronto, Ontario
                                 Canada M5M 4B4
                (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 March 31, 2008, the Company had 14,330,050  issued and outstanding  shares
of common stock.

<PAGE>

                      SECURITY DEVICES INTERNATIONAL, INC.
                        (A Development Stage Enterprise)
                          INTERIM FINANCIAL STATEMENTS
                                FEBRUARY 29, 2008
                        (Amounts expressed in US Dollars)
                                   (Unaudited)

<PAGE>

                                     TABLE OF CONTENTS
                                                                           Page

Balance  Sheets as at February 29, 2008 (unaudited)
and November 30, 2007 (audited)                                              1

Interim Statement of Operations for the three months ended
February  29,  2008 and February 28, 2007                                    2

Interim Statement of Cash Flows for the three months ended
February 29, 2008 and February 28, 2007                                      3

Interim Statements of changes in Stockholders' Equity for
the three months ended February 29, 2008 and for the period
from inception  (March 1, 2005) to November 30, 2007                         4

Condensed Notes to Unaudited Interim Financial Statements                 5-11


<PAGE>

SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Interim Balance Sheets
As at February 29, 2008 and November 30, 2007
(Amounts expressed in US Dollars)

                                                     February 29,   November 30,
                                                         2008           2007
                                                     (unaudited)     (audited)
                                     ASSETS

CURRENT
   Cash and cash equivalents                        $ 4,765,535      $5,293,175
   Prepaid expenses and other                            20,903          36,788
                                                    -----------      ----------

Total Current Assets                                  4,786,438       5,329,964
Plant and Equipment, net (Note 4)                        24,816          23,960
                                                    -----------      ----------
TOTAL ASSETS                                          4,811,254       5,353,924

                                   LIABILITIES

CURRENT LIABILITIES
   Accounts payable and accrued liabilities             291,198         174,842
                                                    -----------      ----------
Total Current Liabilities                               291,198         174,842
                                                    -----------      ----------
Related Party Transactions (note 7)
Commitments (note 8)
                              STOCKHOLDERS' EQUITY

Capital Stock (Note 5)                                   14,330          14,330
Additional Paid-In Capital                           12,167,078      11,842,187
Deficit Accumulated During the Development Stage     (7,661,352)     (6,677,435)
                                                    -----------      ----------
Total Stockholders' Equity                            4,520,056       5,179,082
                                                    -----------      ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $4,811,254    $ 5,353,924
                                                    -----------      ----------



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


                                      F-1
<PAGE>

SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Interim Statement of Operations for the
three months ended February 29, 2008
and February 28, 2007
(Amounts expressed in US Dollars)
(Unaudited)

                                                   For the three  For the three
                                                    Months ended   Months ended
                                     Cumulative     February 29,    February 28,
                                  since inception       2008           2007
OPERATING EXPENSES:

Research and Product
   Development Cost                 $ 2,444,504      $  562,009      $ 310,586
Amortization                              4,534           1,937            130
General and Administration            5,431,660         448,187        286,543
                                    -----------      ----------      ---------
TOTAL OPERATING EXPENSES              7,880,698       1,012,133        597,259
                                    -----------      ----------      ---------

LOSS FROM OPERATIONS                 (7,880,698)     (1,012,133)      (597,259)
      Other Income-Interest             219,346          28,216         21,022
                                    -----------      ----------      ---------
LOSS BEFORE INCOME TAXES             (7,661,352)       (983,917)      (576,237)

Income taxes                                  -               -              -
                                    -----------      ----------      ---------
NET LOSS                            $(7,661,352)     $ (983,917)     $(576,237)
                                    -----------      ----------      ---------
Loss per share - basic and diluted                   $    (0.07)     $   (0.04)
                                                    -----------    -----------
Weighted average common shares outstanding          $14,330,050    $13,415,518








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


                                      F-2


<PAGE>


SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Interim Statement of Cash Flows for the
three months ended February 29, 2008
and February 28, 2007
(Amounts expressed in US Dollars)
(Unaudited)


                                                   For the three  For the three
                                                    months ended   months ended
                                     Cumulative     February 29,   February 28,
                                  since inception       2008          2007
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss for the period           $ (7,661,352)     $ (983,917)    $ (576,237)
Items not requiring an outlay
 of cash:
 Issue of shares for professional
   services                            154,000               -              -
 Stock based compensation (included
  in general and administration
  expenses)                          3,821,264         324,891        204,986
 Compensation expense for warrants
  issued (Included in general and
  administration expenses)             357,094               -              -
 Loss on cancellation of
  common stock                          34,400               -              -
 Amortization                            4,534           1,937            130
 Changes in non-cash working capital:
   Accounts payable and accrued
     liabilities                       291,198         116,356         30,197
Prepaid expenses and other             (20,903)         15,885         (6,213)
                                    -----------    ------------    -----------
NET CASH USED IN OPERATING
ACTIVITIES                          (3,019,765)       (524,848)      (347,137)
                                    -----------    ------------    -----------
CASH FLOWS FROM INVESTING
ACTIVITIES
  Acquisition of Plant and Equipment   (29,350)         (2,792)        (8,379)
                                    -----------    ------------    -----------

NET CASH USED IN INVESTING ACTIVITIES  (29,350)         (2,792)        (8,379)
                                    -----------    ------------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Loans from directors/shareholders          -               -            714
  Net proceeds from issuance of
     common shares                   7,769,650               -      1,170,670
  Cancellation of common stock         (50,000)              -
  Exercise of stock options             95,000               -              -
                                    -----------    ------------    -----------
NET CASH PROVIDED BY FINANCING
ACTIVITIES                           7,814,650               -      1,171,384
                                    -----------    ------------    -----------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS FOR
THE PERIOD                           4,765,535        (527,640)       815,868
  Cash and cash equivalents,
    beginning of period                      -       5,293,175      1,463,833
                                    ===========    ============    ===========
CASH AND CASH EQUIVALENTS,
END OF PERIOD                        4,765,535       4,765,535      2,279,701
INCOME TAXES PAID                            -               -              -
                                    ===========    ============    ===========

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

                                      F-3
<PAGE>

SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Interim Statements of Changes in Stockholders'
Equity for the three months ended February
29, 2008 and for the period from inception
(March 1, 2005) to November 30, 2007
(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 (audited)               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 (audited)             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
Issuance of common shares
  for cash and services          50,000          50      154,950                       155,000
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)
Stock based compensation                               2,446,433                     2,446,433
Issue of warrants                                        357,094                       357,094
Net loss for the year ended
   November 30, 2007                  -           -            -      (4,827,937)   (4,827,937)
                             ----------     -------     --------       ---------      --------
Balance as of November 30,
   2007 (audited)            14,330,050      14,330   11,842,187      (6,677,435)    5,179,082

Stock based compensation              -           -      324,891               -       324,891
Net loss for the period               -           -            -        (983,917)     (983,917)
                             ----------     -------     --------       ---------      --------
Balance as of February 29,
  2008 (unaudited)           14,330,050      14,330   12,167,078      (7,661,352)    4,520,056
</TABLE>


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

                                      F-4
<PAGE>

SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
February 29, 2008
(Amounts expressed in US Dollars)
(Unaudited)


1.    BASIS OF PRESENTATION

     The accompanying unaudited interim 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, 2008.  Interim financial  statements should
     be  read  in  conjunction  with  the  company's  annual  audited  financial
     statements for the year ended November 30, 2007.

     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 $ 983,917
     during the three month  period ended  February  29,  2008.  At February 29,
     2008,  the  Company  had  an  accumulated deficit incurred   during  the
     development  stage of  $7,661,352  which  includes a non-cash  stock  based
     compensation  expense of $3,821,264  and non-cash  compensation  expense on
     issue of warrants for $357,094.  The Company has funded operations  through
     the issuance of capital stock.  During the year ended November 30, 2007 the
     Company raised  $5,779,045  (net of expenses of $279,375)  through issue of
     common stock.


                                      F-5
<PAGE>
SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
February 29, 2008
(Amounts expressed in US Dollars)
(Unaudited)

2. NATURE OF OPERATIONS (continued)

     The Company has working capital of $ 4,495,240 and  stockholders'  equity
     of  $4,520,056  as at February 29, 2008.  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  amortization.
     Amortization  is provided  commencing  in the month  following  acquisition
     using the following annual rate and method:

           Computer equipment          30%   declining balance method

           Furniture and Fixtures      30%   declining balance method


                                          Feb 29, 2008             Nov 30, 2007
                                           Accumulated              Accumulated
                                  Cost    Amortization     Cost    Amortization

     Computer equipment         $21,180      $  3,921     $18,387    $  2,597
     Furniture and fixtures       8,170           613       8,170           -
                                 ------      --------     -------    --------
                                 29,350         4,534      26,557       2,597

            Net carrying amount         $24,816                $23,960
                                        =======                =======

5. ISSUANCE OF CAPITAL STOCK

     Year ended November 30, 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.


                                      F-6
<PAGE>
SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
February 29, 2008
(Amounts expressed in US Dollars)
(Unaudited)

5. ISSUANCE OF CAPITAL STOCK (continued)

     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 the  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
     during 2006 and also  expensed the balance  $16,000 to Research and Product
     Development  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 the Company  recognized a loss of $34,400,  being the excess
     of purchase cost over the original issuance.


                                      F-7
<PAGE>
SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
February 29, 2008
(Amounts expressed in US Dollars)
(Unaudited)

5. ISSUANCE OF CAPITAL STOCK (continued)

     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 106,950 warrants which allow 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 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.  The  registration  statement  was  declared
     effective on September 20, 2007.

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

     Three months ended February 29, 2008

     The Company did not issue any shares of its common  stock  during the three
     month period ended February 29, 2008.

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.

     Effective  January 24, 2008 the board of  directors  granted the  following
     options under its Non-Qualified Stock Option Plan:

     1.   Options to one director to acquire 108,000 common shares. The exercise
          price was set at $0.10 per share.

     2.   Options to one director to acquire 117,000 common shares. The exercise
          price was set at $0.10 per share.

                                      F-8
<PAGE>
SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
February 29, 2008
(Amounts expressed in US Dollars)
(Unaudited)

6.   STOCK BASED COMPENSATION (continued)

     All of the  above  options  vest  immediately  and have an  expiry  date of
     January 24,  2013.  Stock  based  compensation  cost of  $324,891  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 estimated  volatility was
     determined by comparing  the  volatility  of similar  Companies  within the
     industry  sector.  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 options.

     For the three  month  period  ended  February  28,  2008,  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:


           Risk free rate                                 5%
           Volatility factor                         101.27%
           Expected dividends                             0%
           Forfeiture rate                                0%
           Expected life                             5 years
           Exercise price                               $0.10
           Grant date fair value of options            $1.44

           Market price of Company's
           common stock on date of grant               $1.50
           Total number of options granted           225,000
           Stock-based compensation cost
           expense                                  $324,891

           Unexpended stock-based compensation
           deferred over to next period                  nil

                                      F-9
<PAGE>
SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
February 29, 2008
(Amounts expressed in US Dollars)
(Unaudited)

6.   STOCK BASED COMPENSATION (continued)

     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)   A Company  director  has charged  the  Company a total  amount of
               $1,500  for  providing  office  space  during the  quarter  ended
               February 29, 2008.

          b)   The following transactions are in the normal course of operations
               and are measured at the exchange  amount,  which is the amount of
               consideration established and agreed to by the related parties.

     During the quarter  ended  February  29,  2008,  no  director  was paid any
     compensation  in  cash.  All  out of  pocket  expenses  of  directors  were
     expensed.  The directors  were  compensated  for their services by issue of
     Stock Options (Refer to note 6).

     Effective  January 24, 2008 the board of  directors  granted the  following
     options under its Non-Qualified Stock Option Plan:

          1.   Options to one director to acquire  108,000  common  shares.  The
               exercise price was set at $0.10 per share.

          2.   Options to one director to acquire  117,000  common  shares.  The
               exercise price was set at $0.10 per share.

     All of the  above  options  vest  immediately  and have an  expiry  date of
     January 24,  2013.  Stock  based  compensation  cost of  $324,891  has been
     expensed to general and administration expense.

8.   COMMITMENTS

     Effective  October  25,  2007 the Company  entered  into a contract  with a
     consultant  for a period  of one year  which can be  terminated  by 30 days
     written  notice to either  party.  The  consultant  is to provide  investor
     relation  services.   The  Company  granted  150,000  options  to  purchase
     restricted  common  shares,  exercisable  at a price of $1.20 per share and
     expires on January 31,  2010.  These  options  vested  immediately  and the
     Company  expensed  $104,874 to general and  administration  during the year
     ended  November 30, 2007.  In  addition,  the Company may grant  options to
     purchase an additional  250,000 shares of the Company's common stock if the
     closing price of the


                                      F-10
<PAGE>
SECURITY DEVICES INTERNATIONAL, INC.
(A Development Stage Enterprise)
Condensed Notes to Interim Financial Statements
February 29, 2008
(Amounts expressed in US Dollars)
(Unaudited)

8. COMMITMENTS (continued)

     Company's  common stock  maintains at $3.00 per share for 30 calendar  days
     prior to March 15,  2008.  No options  were  granted  due to failure of the
     consultant to meet these requirements.  In addition,  the Company may grant
     an option to purchase an additional  100,000 shares of the Company's common
     stock if the closing price of the Company's common stock maintains at $4.00
     per share during any consecutive  30-day calendar period beginning on March
     15,  2008.  All options are  exercisable  at a price of $1.20 per share and
     expire January 31, 2010.





                                      F-11
<PAGE>

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

     Securities  Devices  International,  Inc. was incorporated on March 1, 2005
and as of February 29, 2008 has not yet 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 three months ended  February 28, 2007  substantial  all of SDI's
cash expenses were related to the development of its LEKTROX technology.

     During the three months ended February 29, 2008:

     o    general  and  administrative   expenses  increased  primarily  due  to
          increased  activity as well as the result of  expenses  (which did not
          require the use of cash)  associated  with the issuance of options and
          warrants.

     o    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 29, 2008
SDI's operations used ($3,019,765) in cash. During this period SDI:

     o    purchased $29,350 of equipment,

     o    raised $7,719,650 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 February 29, 2008.

     SDI's plan of operation during the twelve-month-period  ending February 28,
2009 is as follows:
                                                            Projected Activity
                                                             Completion Date

Completion of fully operational Long Range LEKTROX            3rd quarter 2008
   prototype (37-38MM) up to production file:

Completion of fully operational Long Range LEKTROX
prototype (40MM) up to production file:                       3rd quarter 2008

Completion of mechanical aspects of Long Range
LEKTROX prototype (12 GUAGE)                                       2009

<PAGE>

Completion of tooling and moulds for 37-38MM
and 40MM LEKTROX                                              3rd quarter 2008


     SDI anticipates that its capital  requirements for the twelve-month  period
ending February 28, 2009 will be:

      Research and Development                  $  2,100,000
      General and administrative expenses            250,000
                                                ------------
           Total                                $  2,350,000
                                                ============

     SDI does not  anticipate  that it will need to hire any employees  prior to
September  30, 2008.  SDI does not expect that it will need to raise  additional
capital during the twelve months ending February 28, 2009. SDI believes that its
cash on hand will satisfy its working  capital  needs until sale of its products
have commenced.

     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 of the end of the period
covered by this report; and in their opinion the Company's  disclosure  controls
and procedures are effective to ensure that material information relating to the
Company  is made known to them by others  within  those  entities,  particularly
during the period in which this report is being prepared,  so as to allow timely
decisions  regarding  required  disclosure.  There  have been no  changes in the
Company's  internal  controls over financial  reporting that occurred during the
quarter ended February 29, 2008 that have affected,  or are reasonably likely to
materially affect, the Company's internal control over financial reporting. As a
result,  no  corrective  actions  with  regard to  significant  deficiencies  or
material weakness in the Company's internal controls were required.

<PAGE>

                                     PART II


ITEM 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 report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                     SECURITY DEVICES INTERNATIONAL INC.


April 10, 2008                        By  /s/ Sheldon Kales
                                          ------------------------------
                                          Sheldon Kales, President


April 14, 2008                        By  /s/ Rakesh Malhotra
                                          ------------------------------
                                          Rakesh Malhotra, Principal Accounting
                                            and  Financial Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>2
<FILENAME>feb0810qexh31408.txt
<DESCRIPTION>EXH 31 CERTIFICATIONS
<TEXT>
                                   EXHIBIT 31


                                 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 registrant as
of, and for, the periods presented in this report;

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

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

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

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

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

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

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

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

April 10, 2008                         /s/ Sheldon Kales
                                       ------------------------------
                                       Sheldon Kales,
                                       President and Principal 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 registrant as
of, and for, the periods presented in this report;

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

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

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

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

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

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

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

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

April 14, 2008                            /s/ Rakesh Malhotra
                                          ---------------------------------
                                          Rakesh Malhotra, Principal Financial
                                            Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>3
<FILENAME>feb0810qexh32408.txt
<DESCRIPTION>EXH 32
<TEXT>
                                   EXHIBIT 32



     In connection with the Quarterly Report of Security  Devices  International
Inc. (the  "Company") on Form 10-QSB for the period ending  February 29, 2008 as
filed with the Securities and Exchange Commission (the "Report"), Sheldon Kales,
the  Principal  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.


April 10, 2008                  By: /s/ Sheldon Kales
                                    ---------------------------------
                                    Sheldon Kales, Principal Executive Officer



April 14, 2008                  By  /s/ Rakesh Malhotra
                                    ---------------------------------
                                    Rakesh Malhotra, Principal Financial Officer


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