<SEC-DOCUMENT>0001062993-13-001838.txt : 20130808
<SEC-HEADER>0001062993-13-001838.hdr.sgml : 20130808
<ACCEPTANCE-DATETIME>20130412082718
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0001062993-13-001838
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20130412

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:		CORRESP

	BUSINESS ADDRESS:	
		STREET 1:		1101 PENNSYLVANIA AVE NW
		STREET 2:		6TH FLOOR
		CITY:			WASHINGTON
		STATE:			DC
		ZIP:			20004
		BUSINESS PHONE:		647-388-1117

	MAIL ADDRESS:	
		STREET 1:		338 CHURCH STREET
		CITY:			OAKVILLE
		STATE:			A6
		ZIP:			L6J 1P1
</SEC-HEADER>
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.htm
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   <TITLE>Security Devices International Inc.: CORRESP - Filed by newsfilecorp.com</TITLE>
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<P align=center>SECURITY DEVICES INTERNATIONAL INC.<br>
1101 PENNSYLVANIA AVE. NW, 6<sup>TH </sup>FLOOR<br>
WASHINGTON, D.C. 20004</P>
<P align=justify>April 12, 2013</P>
<P align=justify>Amanda Ravitz <BR>Assistant Director<BR>Securities and Exchange
Commission <BR>100 F Street, N.E.<BR>Washington, D.C. 20549</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD width="5%"  >&nbsp;</TD>
    <TD align=left ><B>Re:</B> </TD>
    <TD align=left width="90%"><B>Responses to the Securities and</B> </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%"><B>Exchange Commission Staff</B> </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%"><B>Comments dated April 4, 2013,</B> </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%"><B>regarding </B><B>Security Devices</B> </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%"><B>International Inc. Registration</B> </TD></TR>
  <TR vAlign=bottom>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left ></TD>
    <TD align=left width="90%" ><STRONG>Statement on Form
      S-1</STRONG>&nbsp;&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%"><B>Filed March 8, 2013</B> </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%"><B>File No. 333-187138</B> </TD></TR></TABLE>
<P align=justify>Dear Ms. Ravitz:</P>
<P align=justify>This letter responds to comments from the staff (the &#147;<b>Staff</b>&#148;)
of the Securities and Exchange Commission set forth in the April 4, 2013 letter
regarding the above-referenced Statement on Form S-1 (the &#147;<B>Registration
Statement</B>&#148;). Amendment no. 1 to the Registration Statement (&#147;<B>Amendment
No.1</B>&#148;) is being filed concurrently herewith. We have also enclosed with the
copy of this letter that is being transmitted via overnight delivery three (3)
copies of Amendment No. 1 in paper format, which have been marked to show
changes from the Registration Statement.</P>
<P align=justify>For your convenience, the Staff&#146;s comments are included below
and we have numbered our responses accordingly.</P>
<P align=justify>Our responses are as follows: </P>
<P align=justify><U>Registration Statement Facing Page</U></P>
<P align=justify>Staff Comment No. 1.</P>
<P style="MARGIN-LEFT: 5%" align=justify>As this offering is to be conducted on
a best efforts basis with a minimum offering amount, please check the box on the
facing page of the registration statement to reflect that rule 415 applies to
this offering.</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have checked the box on
the facing page of Amendment No. 1 to reflect that Rule 415 applies to this
offering. </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<P align=justify>Amanda Ravitz <BR>
April 12, 2013 <BR>Page 2</P>
<P align=justify><U>Registration Fee Table</U></P>
<P align=justify>Staff Comment No. 2.</P>
<P style="MARGIN-LEFT: 5%" align=justify>It is unclear from the table how you
calculated the registration fee. Please revise to provide a footnote to the
table referencing the provision of Rule 457 you relied upon in calculating your
fee. Also tell us the authority on which you relied to base the calculation on a
per share and maximum offering price that is denominated in a foreign
currency.</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have revised the
registration fee to provide per share and maximum offering price information
denominated in United States dollars. In doing so, we have provided the United
States dollar equivalent of the Canadian dollar offering price, using the noon
exchange rate as published by the Bank of Canada on of April 8, 2013. We have
also stated that we are relying on Rule 457(a) as the basis for the calculations
presented in the registration fee table. </P>
<P align=justify><U>Prospectus Cover Page</U></P>
<P align=justify>Staff Comment No. 3.</P>
<P style="MARGIN-LEFT: 5%" align=justify>We note your disclosure that your
shares are traded in the U.S. on the Over-the-Counter Bulletin Board in U.S.
dollars, but that the offering price of the shares offered both in the U.S. and
in Canada is denominated in Canadian dollars. Please revise your cover page to
state specifically that the offering price is denominated in Canadian dollars
and explain how the purchase price for U.S. purchasers will be calculated.</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have revised the
prospectus cover page to specify that all sales under the offering will be
denominated and effected in Canadian dollars.</P>
<P align=justify>Staff Comment No. 4.</P>
<P style="MARGIN-LEFT: 5%" align=justify>Please revise the table on the cover
page to reflect the total minimum and total maximum amount of the offering. Also
identify the name of the Canadian placement agent. Finally, please revise to
state the effect on U.S. investors of the fact that the funds they pay in the
offering will not be placed in escrow during the offering. For instance, if
there is a chance that U.S. investors&#146; purchase amounts may not be returned to
them in the event the &#147;Canadian minimum offering amount&#148; is not met, please
revise to highlight this risk and include appropriate risk factor disclosure in
the appropriate section of your document.</P>
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<A name=page_3></A>
<P align=justify>Amanda Ravitz <BR>
April 12, 2013 <BR>Page 3</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have revised the
prospectus cover page and have noted that any amounts paid to us by United
States investors&#146; will be returned in their entirety if the Canadian minimum
offering condition is not satisfied or if the offering is otherwise terminated.
We have not identified the Canadian placement agent by name as the Canadian
placement agent will not offer or sell securities in the United States or to any
U.S. Persons (as such term is defined in Rule 902 of Regulation S). Because the
Canadian placement agent will not conduct any offers or sales to U.S. Persons,
we do not believe that the Canadian placement agent will be acting as an
underwriter for purposes of Regulation S-K. We have not engaged any underwriter
or agent in connection with the offering in the United States.</P>
<P align=justify>For purposes of additional background, the offering is being
conducted primarily in Canada in connection with our Canadian initial public
offering. We have filed the Registration Statement in order to address the
resale restrictions applicable to securities issued outside the United States by
issuers that do not satisfy the criteria set forth in either Category 1 or
Category 2 of Rule 903 of Regulation S under the Securities Act of 1933, <I>as
amended</I>. Such issuers, under Rule 903, must place resale restrictions on
securities issued outside of the United States in order to qualify for the
exclusion from registration provided by Regulation S. Such resale restrictions
would prevent the functioning of a public market for our securities in Canada
and we are, therefore, filing this Registration Statement so that we may issue
our common shares in Canada without resale restrictions. In light of the costs
of filing a registration statement on Form S-1, management deemed it prudent to
also reserve a portion of the offering for sales which may occur in the United
States. It is the intention of management to offer and sell common shares in the
United States, if any, only to a limited number of institutional and accredited
investors.</P>
<P align=justify>Staff Comment No. 5.</P>
<P style="MARGIN-LEFT: 5%" align=justify>Please revise the language in the first
sentence of the first paragraph to refer to the registration of the shares
rather than the qualification of the distribution here and throughout the
document. Also, we note that your cover page is currently three pages long.
Please revise so that the information is contained on a single page. For
instance, consider relocating the &#147;Currency and Exchange Rates&#148; table elsewhere
in the prospectus.</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have revised the
prospectus cover page and have relocated certain disclosure from the prospectus
cover page to pages 5 and 6 of Amendment No 1.</P>
<P align=justify>Staff Comment No. 6.</P>
<P style="MARGIN-LEFT: 5%" align=justify>In light of your two public offerings
conducted on Form SB-2 in 2006 and 2007, it is not appropriate to characterize
this offering as your initial public offering. Please revise here and elsewhere
throughout your document, as appropriate.</P>
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<A name=page_4></A>
<P align=justify>Amanda Ravitz <BR>
April 12, 2013 <BR>Page 4</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have revised the
prospectus cover.</P>
<P align=justify>Staff Comment No. 7.</P>
<P style="MARGIN-LEFT: 5%" align=justify>We note numerous blanks left throughout
the filing, such as the omission from the cover page of the number of shares
being offered, the number of days by which the offering may be extended, and the
specific date the offering will end, as required by Items 501(b)(3) and (8) of
Regulation S-K. Please revise to provide this information, as it is not
information that may be omitted in reliance on Rule 430A.</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have revised our
disclosure throughout Amendment No. 1 to complete blanks not otherwise permitted
under Rule 430A.</P>
<P align=justify>Staff Comment No. 8.</P>
<P style="MARGIN-LEFT: 5%" align=justify>It appears from your disclosure on page
53 that this offering is conditioned on your shares becoming listed on the
TSX-Venture exchange. With a view toward clarified disclosure, please tell us
the status of your application with the TSX and when you expect to receive
approval, relative to the completion of this offering. From your disclosure, it
appears you intend to use this prospectus prior to having received approval and
thus satisfying a condition to this offering.</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we advise the Staff that we
have submitted our application for listing to the TSX Venture Exchange for
review, and based on feedback received we anticipate receiving conditional
approval for listing from the TSX Venture Exchange within two weeks of the date
of this letter. </P>
<P align=justify>Staff Comment No. 9.</P>
<P style="MARGIN-LEFT: 5%" align=justify>Given the involvement of the placement
agent in Canada and the condition that a minimum offering amount be raised in
Canada, please advise us of the basis for including the statement that &#147;No
underwriter has been involved....&#148;, or revise to remove.</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have revised the
prospectus cover.</P>
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<A name=page_5></A>
<P align=justify>Amanda Ravitz <BR>
April 12, 2013 <BR>Page 5</P>
<P align=justify><U>Table of Contents</U></P>
<P align=justify>Staff Comment No. 10.</P>
<P style="MARGIN-LEFT: 5%" align=justify>Please note that it is not appropriate
to disclaim responsibility for data and statistical information you quote from
industry reports. You should not cite statistics or data in your prospectus
unless you believe the information to be reliable. Please advise or revise.</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have deleted the above
referenced disclaiming language.</P>
<P align=justify><U>Cautionary Statement Regarding Forward Looking Statements,
page 1</U></P>
<P align=justify>Staff Comment No. 11.</P>
<P style="MARGIN-LEFT: 5%" align=justify>Please revise to delete the references
to the inapplicable safe harbors of Section 27A of the Securities Act and
Section 21E of the Exchange Act. In this regard, we note your disclosure on page
10 regarding your status as a penny stock issuer.</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have deleted from our
Cautionary Statement Regarding Forward Looking Statements, on page 6 of
Amendment No.1, references to the inapplicable safe harbors of Section 27A of
the Securities Act and Section 21E of the Exchange Act.</P>
<P align=justify><U>Prospectus Summary, page 2</U></P>
<P align=justify>Staff Comment No. 12.</P>
<P style="MARGIN-LEFT: 5%" align=justify>Please disclose prominently in this
summary your lack of revenue to date, your history of losses, accumulated
deficit, and current liquidity position including your present resources, the
amount of cash currently used in your operations per month, and the length of
time that your present resources will support your operations. Also disclose
that your auditors&#146; report contains an explanatory going concern paragraph and
provide appropriate risk factor disclosure.</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have added disclosure on
page 7 of Amendment No. 1.</P>
<P align=justify>Staff Comment No. 13.</P>
<P style="MARGIN-LEFT: 5%" align=justify>We note your disclosure on the cover
page that the shares will be &#147;conditionally&#148; offered by your Agent in Canada and
issued &#147;in accordance with the conditions contained in the Agency Agreement.&#148; Describe these
conditions briefly in the summary, and clarify the extent to which, if any,
these conditions will apply to your offers to U.S. investors.</P>
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<P align=justify>Amanda Ravitz <BR>
April 12, 2013 <BR>Page 6</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have added disclosure on
page 8 of Amendment No. 1.</P>
<P align=justify>Staff Comment No. 14.</P>
<P style="MARGIN-LEFT: 5%" align=justify>Please revise to reflect the number of
shares that will be outstanding at completion of the offering. We note, for
instance, your disclosure on page 11 that all outstanding convertible debentures
will fully convert upon your listing on the TSX-Venture, which is a condition to
closing of this offering.</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have revised the
disclosure on page 7 of Amendment No. 1.</P>
<P align=justify>Staff Comment No. 15.</P>
<P style="MARGIN-LEFT: 5%" align=justify>We note your statement on page 2 that
the company will offer shares &#147;directly in the United States.&#148; Please advise us
as to who will be offering the shares and how they intend to comply with the
requirements of Section 15 of the Exchange Act.</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we advise the Staff, as
noted in our revised disclosure contained on page 9 of Amendment No,1, that our
officers and directors may offer up to 1,375,000 common shares directly in the
United States to a small number of institutional and accredited purchasers. Our
officers and directors conducting such sales will not register as broker-dealers
pursuant to Section 15 of the Securities and Exchange Act of 1934, <I>as
amended</I>, in reliance upon Rule 3a4-1 thereunder.</P>
<P align=justify>Staff Comment No. 16.</P>
<P style="MARGIN-LEFT: 5%" align=justify>Here and elsewhere in your document, as
appropriate, please revise to disclose all fees that you will pay the placement
agent, including the corporate finance fee referenced in the plan of
distribution section on page 53 and the option to purchase the company&#146;s common
stock referenced on page 29.</P>
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<A name=page_7></A>
<P align=justify>Amanda Ravitz <BR>
April 12, 2013 <BR>Page 7</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have added disclosure on
pages 9 and 67 of Amendment No. 1.</P>
<P align=justify><U>Risk Factors, page 3</U></P>
<P align=justify>Staff Comment No. 17.</P>
<P style="MARGIN-LEFT: 5%" align=justify>Given that your common stock will
remain quoted on the Over-the-Counter Bulletin Board and you are not seeking
listing on a U.S. securities exchange, please tell us whether you intend to
register your common stock as a class of securities under the Exchange Act of
1934. If you do not intend to do so in connection with this offering, please add
risk factor disclosure explaining the significant difference in your reporting
obligations under the Exchange Act as a result of not having filed an Exchange
Act registration statement to date, particularly regarding the automatic
reporting suspension in Section 15(d) and the applicability of Section 16 and
the proxy rules.</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have added disclosure on
page 20 of Amendment No. 1 to include additional risk factor disclosure
explaining the significant difference in our reporting obligations under the
Exchange Act as a result of not having filed an Exchange Act registration
statement to date.</P>
<P align=justify><U>There is a very limited trading market, page 9</U></P>
<P align=justify>Staff Comment No. 18.</P>
<P style="MARGIN-LEFT: 5%" align=justify>Please reconcile the statement in the
first paragraph of this risk factor that the offering price will be determined
by negotiations with the placement agent with disclosure in other sections of
the prospectus that the offering price will be $0.40 Canadian.</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have added disclosure on
page 17 of Amendment No. 1, to clarify that the offering price was determined in
negotiations with the Canadian placement agent, taking into consideration a
number of factors including, but not limited to, the current market price of our
common stock, trading prices of our common stock over time, the illiquidity and
volatility of our common stock, our current financial condition and the
prospects for our future cash flows and earnings, and market and current
economic conditions.</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<A name=page_8></A>
<P align=justify>Amanda Ravitz <BR>
April 12, 2013 <BR>Page 8</P>
<P align=justify><U>Patents Government Regulations and Research and Development,
page 18</U></P>
<P align=justify>Staff Comment No. 19.</P>
<P style="MARGIN-LEFT: 5%" align=justify>Please disclose the duration of your
patents. Also, please reconcile your statement on page 7 that you have three
issued patents and one pending with your description of your patents on page 18
that indicates two of the patents are issued and two are pending.</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have added disclosure on
page 27 of Amendment No. 1.</P>
<P align=justify><U>Government Regulations, page 18</U></P>
<P align=justify>Staff Comment No. 20.</P>
<P style="MARGIN-LEFT: 5%" align=justify>Please revise your disclosure to
describe the specific government approvals and regulations to which you are
subject. Refer to Item 101(h)(viii) and (ix) of Regulation S-K.</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have added disclosure on
page 28 of Amendment No. 1.</P>
<P align=justify><U>Liquidity and Capital Resources, page 26</U></P>
<P align=justify>Staff Comment No. 21.</P>
<P style="MARGIN-LEFT: 5%" align=justify>Please revise to disclose the source of
your current working capital and your dependence on this offering to continue
operations. Describe your capital needs and commitments over the next twelve
months and discuss your anticipated sources of additional funding if this
offering does not provide sufficient capital to meet your anticipated needs.</P>
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<A name=page_9></A>
<P align=justify>Amanda Ravitz <BR>
April 12, 2013 <BR>Page 9</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have added disclosure on
page 35 of Amendment No. 1.</P>
<P align=justify><U>Management and Key Personnel, page 33</U></P>
<P align=justify>Staff Comment No. 22.</P>
<P style="MARGIN-LEFT: 5%" align=justify>In your document, where you disclose
biographical information concerning Mr. Malhotra such as on pages 34 and 37,
please revise to discuss the cease and desist orders that have been entered
against him, as referenced on page 47. Please also revise the appropriate risk
factor to disclose the fact that your CFO is subject to a cease and desist order
of the British Columbia Securities Commission relating to the failure to file
required financial statements and other financial information by another company
at which Mr. Malhotra is also the CFO.</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have added disclosure on
pages 16 and 44 of Amendment No. 1.</P>
<P align=justify><U>Interests of Management and Others in Material Transactions,
page 41</U></P>
<P align=justify>Staff Comment No. 23.</P>
<P style="MARGIN-LEFT: 5%" align=justify>Please revise substantially to provide
all information required by Item 404 of Regulation S-K. Specifically, your
disclosure should identify the related party to which each transaction relates
and the basis on which the person is a related person. Please also expand to
include disclosure pursuant to Item 404(a) with respect to greater than five
percent holders Alpha North Asset Management and Level 4 Consulting per
instruction 1.b.i of Instruction 1 to Item 404(a). As one example, we note the
bridge loan agreement with Alpha North filed as exhibit 10.4.</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have added disclosure on
pages 52 and 53 of Amendment No. 1.</P>
<P align=justify><U>Security Ownership, page 45</U></P>
<P align=justify>Staff Comment No. 24.</P>
<P style="MARGIN-LEFT: 5%" align=justify>Please revise to disclose the natural
person or persons who have or share beneficial ownership over the shares in the
table that are held by Alpha North Asset Management and Level 4 Capital
Corp.</P>
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<A name=page_10></A>
<P align=justify>Amanda Ravitz <BR>
April 12, 2013 <BR>Page 10</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have added disclosure on
page 58 of Amendment No. 1. </P>
<P align=justify><U>Development, Supply and Manufacturing Agreement, page
52</U></P>
<P align=justify>Staff Comment No. 25.</P>
<P style="MARGIN-LEFT: 5%" align=justify>Please disclose the identity of the BIP
Manufacturer with which you entered into the agreement described on page 52.</P>
<P align=justify>In response to the Staff&#146;s comment, we have added disclosure on
page 21 of Amendment No. 1.</P>
<P align=justify><U>Item 15. Recent Sales of Unregistered Securities, page
89</U></P>
<P align=justify>Staff Comment No. 26.</P>
<P style="MARGIN-LEFT: 5%" align=justify>Throughout this section, where you
claim an exemption from registration under the Securities Act, please revise to
identify the class of persons to whom the securities were sold, and state
briefly the facts relied upon to make the exemption available. Refer to
paragraphs (b) and (d) of Regulation S-K Item 701.</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have added disclosure on
pages 104 to 113 of Amendment No. 1.</P>
<P align=justify><U>Item 16. Exhibits, page 96</U></P>
<P align=justify>Staff Comment No. 27.</P>
<P style="MARGIN-LEFT: 5%" align=justify>Please file, or tell us why you do not
believe you are required to file, the agreements with Messrs. Dor and Ezer
mentioned on page 34, the agreements with Level 4 Consulting and Lumina Global
Partners referenced on page 36, the agreement with Mr. Sullivan referenced on
page 38, your incentive stock option plan and stock bonus plan, the warrant
agreements to which your directors, named executive officers and principal
stockholders are parties, and the settlement agreement with Elad. Refer to Item
601(b)(10) of Regulation S-K. Please also file the escrow agreement related to
this offering.</P>
<P align=justify>Security Devices International Inc.&#146;s Response:</P>
<P align=justify>In response to the Staff&#146;s comment, we have included as
exhibits each of the above referenced agreements required to be filed pursuant
to Item 601(b)(10) of Regulation S-K.</P>
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<P align=justify>Amanda Ravitz <BR>
April 12, 2013 <BR>Page 11</P>
<P align=center>********</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Should the Staff have any
questions regarding the response letter, please do not hesitate to contact the
undersigned at (202) 756-1960, or Richard Raymer of Dorsey &amp; Whitney LLP at
(416) 367-7388.</P>
<P style="MARGIN-LEFT: 50%" align=justify>Sincerely,<BR>Security Devices
International Inc.</P>
<P style="MARGIN-LEFT: 50%" align=justify>/s/ Gregory Sullivan</P>
<P style="MARGIN-LEFT: 50%" align=justify>Gregory Sullivan <BR>Chief Executive
Officer</P>
<P align=justify>cc:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Richard Raymer, Dorsey &amp;
Whitney LLP</P>
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